Shares of Aditxt Inc. (NASDAQ:ADTX) experienced a significant surge of 52.11% in after-hours trading, rising to $2.16 on Tuesday. This sharp increase follows the company’s filing of a definitive proxy statement for a special meeting of stockholders scheduled for January 30, 2026. The statement outlines several important proposals that require shareholder approval, which has generated heightened investor interest.
The proxy statement, filed with the Securities and Exchange Commission on Tuesday, specifies that stockholders of record as of December 5, 2023 will vote on compliance with Nasdaq Marketplace Rule 5635(d). This rule mandates shareholder approval for the issuance of more than 20% of outstanding shares at prices below current market value. Notably, the proposals include the issuance of common stock linked to various convertible preferred stocks and warrants planned for issuance from December 2023 to July 2024.
Key Proposals and Strategic Changes
In addition to the compliance vote, Aditxt is seeking approval for its 2025 Employee Stock Purchase Plan. This plan allows employees to purchase company shares at a discounted rate via payroll deductions, promoting employee investment in the company’s future. Furthermore, the company aims to amend its 2021 Omnibus Equity Incentive Plan, which governs stock options and equity awards for employees and directors. This amendment proposes to increase the number of shares available from 3 to 350,000.
A significant proposal also includes a potential reverse stock split, with the board seeking discretionary authority to implement a ratio between 1-for-5 and 1-for-250. The exact ratio would be determined by the board within one year following shareholder approval. Additionally, stockholders will vote on a non-binding advisory proposal to change the company’s name from “Aditxt, Inc.” to “bitXbio, Inc.”
Kingsdale Advisors has been appointed as the strategic stockholder advisor and proxy solicitation agent, indicating the company’s commitment to facilitating the approval process for these critical measures.
Current Market Position
Despite the recent surge, ADTX has experienced a dramatic decline of 99.97% year to date. The California-based biotech firm currently holds a market capitalization of approximately $794,410. On the day prior to the after-hours jump, Aditxt shares closed down 1.39% at $1.42, reflecting a challenging market environment.
According to data from Benzinga Pro, the stock has displayed a negative price trend across various time frames, underscoring the volatility that has characterized Aditxt’s performance this year. Investors will be closely monitoring the upcoming shareholder vote and its implications for the company’s future trajectory.
As Aditxt navigates this critical juncture, the outcomes of these proposals may significantly impact its operational strategy and market perception going forward.
