ADTX Aditxt, Inc. - 8-K

Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 27, 2026, Aditxt, Inc. (the “Company”)
received a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company that, based on the stockholders’ equity of $(35,174,386) reported in the Company’s
Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer satisfies the minimum
stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)
(the “Stockholders’ Equity Requirement”). The Letter further notes that the Company does not presently satisfy either
of the alternative continued listing standards under Nasdaq Listing Rule 5550(b) — a market value of listed securities of $35 million
or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently
completed fiscal years (such non-compliance, the “Stockholders’ Equity Deficiency”).

As previously disclosed in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2026, on May 6, 2026 the Company received a delisting
determination from the Staff based on the Company’s failure to comply with the minimum bid price requirement under Nasdaq Listing
Rule 5550(a)(2) and the Company’s ineligibility for any compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv) as a result
of the Company’s reverse stock split history (the “Prior Determination”). The Company timely requested a hearing before
a Nasdaq Hearings Panel (the “Panel”) to appeal the Prior Determination, which hearing is currently scheduled for June 11,
2026 (the “Hearing”).

The Letter states that the Stockholders’
Equity Deficiency serves as an additional basis for delisting the Company’s securities from Nasdaq, and that the Panel will consider
the Stockholders’ Equity Deficiency, together with the matters that were the subject of the Prior Determination, in rendering its
determination regarding the Company’s continued listing on The Nasdaq Capital Market. The Company intends to present its views with
respect to the Stockholders’ Equity Deficiency at the Hearing, together with its plan to evidence compliance with the minimum bid
price requirement and the Stockholders’ Equity Requirement. In addition, the Company has determined that it is currently not in
compliance with the requirement to maintain a minimum Market Value of Publicly Held Shares of $1,000,000 for continued listing on The
Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(5) (such non-compliance, the “MVPHS Deficiency”). As of the date of
this Current Report on Form 8-K, the Company has not received notification from the Staff with respect to the MVPHS Deficiency. If the
Staff issues a separate deficiency determination relating to the MVPHS Deficiency, that matter may be considered by the Panel at or in
connection with the Hearing in addition to the matters that were the subject of the Prior Determination and the Stockholders’ Equity
Deficiency.

There can be no assurance that the Company will
be successful in its appeal before the Panel, that the Panel will grant the Company any additional period within which to regain compliance
with the Stockholders’ Equity Requirement, the minimum bid price requirement, or any other applicable Nasdaq continued listing standard,
or that, if any such period is granted, the Company will be able to evidence compliance with all applicable Nasdaq continued listing requirements
within that period. The Panel has broad discretionary authority under the Nasdaq Listing Rules, including under Nasdaq Listing Rules 5101
and 5810(c)(1), to delist the Company’s securities notwithstanding the Company’s compliance efforts, including based on concerns
regarding the Company’s prior reverse stock split history, financial condition, going concern, capital structure, capital-raising
activities, or any other factor the Panel deems appropriate. If the Panel determines to delist the Company’s securities, or if the
Company is otherwise unable to regain and maintain compliance with the applicable Nasdaq continued listing requirements, the Company’s
common stock would be subject to delisting from The Nasdaq Capital Market, which would have a material adverse effect on the liquidity
and market price of the Company’s common stock and on the Company’s ability to raise capital, which conditions would raise
substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to
discontinue operations, which would cause investors to lose their entire investment.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the XBRL document)

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