{"url_path":"/sec/adtx/8-k/2026-06-24/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1726711/0001213900-26-071380-index.html","accession_number":"0001213900-26-071380","cik":"0001726711","ticker":"ADTX","issuer_name":"Aditxt, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1726711/0001213900-26-071380-index.html","primary_entity_key":"0001726711","primary_entity_name":"Aditxt, Inc."},"word_count":682,"has_tables":true,"body_markdown":"**Item 3.01. Notice of Delisting or Failure\nto Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**\n\n \n\nOn May 6, 2026. as previously reported in a Current\nReport on Form 8-K filed by Aditxt, Inc. (the “Company”) on May 8, 2026, the Company received formal notice (the “May\n6th Letter”) from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market\nLLC (“Nasdaq”) that Nasdaq Staff had determined to delist the Company’s securities from Nasdaq. In the May 6th\nLetter, the Staff stated that the bid price of the Company’s listed securities had closed at less than $1.00 per share over the\nprevious 30 consecutive business days, from March 24, 2026 through May 5, 2026, and that, as a result, the Company is not in compliance\nwith Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Bid\nPrice Rule”). The Staff further stated in the May 6th Letter that, although companies are typically afforded a 180-calendar\nday period to regain compliance with the Bid Price Rule, the Company is not eligible for any such compliance period pursuant to Nasdaq\nListing Rule 5810(c)(3)(A)(iv). The Staff cited the fact that the Company has effected a reverse stock split over the prior one-year period\nand has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.\n\n \n\nOn May 27, 2026, as previously reported in a Current\nReport on Form 8-K filed by the Company on May 29, 2026, the Company received an additional formal notice (the “May 27th\nLetter”) from the Staff notifying the Company that, based on the stockholders’ equity of $(35,174,386) reported in the Company’s\nQuarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer satisfies the minimum\nstockholders’ equity requirement of $2,500,000 for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’\nEquity Requirement”). The May 27th Letter further notes that the Company does not presently satisfy either of the alternative\ncontinued listing standards under Nasdaq Listing Rule 5550(b) — a market value of listed securities of $35 million or net income\nfrom continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed\nfiscal years (such non-compliance, the “Stockholders’ Equity Deficiency”). The May 27th Letter states that\nthe Stockholders’ Equity Deficiency serves as an additional basis for delisting the Company’s securities from Nasdaq, and\nthat the Nasdaq Hearing Panel (the “Panel”) will consider the Stockholders’ Equity Deficiency, together with the matters\nthat were the subject of the May 6th Letter, in rendering its determination regarding the Company’s continued listing\non Nasdaq.\n\n \n\nThe Company timely requested a hearing, which\nstayed the delisting and suspension of the Company’s securities pending the decision of the Panel. A hearing on the matter was held\non June 11, 2026.\n\n \n\nOn June 23, 2026, the Panel notified the Company\n(the “Notice”) that the Panel has determined to deny the Company’s request to continue its listing on Nasdaq and that\ntrading in the Company’s common stock will be suspended at the open of trading on June 25, 2026.\n\n \n\nThe Company may request that Nasdaq Listing and\nHearing Review Council review the decision of the Panel within 15 days of the Company’s receipt of the Notice.\n\n \n\nA copy of the Notice is attached to this report\nas Exhibit 99.1 \n\n \n\nThis report contains forward-looking statements,\nincluding, but not limited to, the Company’s ability to maintain its listing on Nasdaq and the Company’s ability to have the\nPanel’s decisions overturned by the Nasdaq Listing and Hearing Review Council. Such statements are subject to risks and uncertainties,\nand actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not\nto place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no\nobligation to update any forward-looking statement in this report, except as required by law.\n\n \n\n1"}