UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number: 001-39336

Aditxt, Inc.

(Exact name of registrant as specified in its charter)

Delaware		82-3204328
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite 101 Mountain View, CA		94043
(Address of principal executive offices)		(Zip Code)

(650) 870-1200

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ADTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 20, 2026, the registrant had 815,922 and 815,921 shares of common stock, $0.001 par value per share, issued and outstanding, respectively.

Table of Contents

INDEX		Page No.

Cautionary Note Regarding Forward-Looking Statements and Industry Data		ii

PART I FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

●

our financial situation creates doubt whether we will continue as a going concern;

●

the Company’s receipt of a Nasdaq staff determination letter notifying the Company that it had determined to delist the Company’s securities from The Nasdaq Capital Market, the Company’s intent to appeal that determination, the timing and outcome of any appeal (including any stay of a delisting), the Company’s ability to regain or maintain compliance with Nasdaq listing standards, and the Company’s continued listing on Nasdaq;

●

we have generated no significant revenue from commercial sales to date, and our future profitability is uncertain;

●

if we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development, and you will likely lose your entire investment;

●

we may need to raise additional funding, which may not be available on acceptable terms, or at all;

●

even if we can raise additional funding, we may be required to do so on terms that are dilutive to you;

●

the regulatory approval process is expensive, time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of our future product candidates, if any;

●

we may encounter substantial delays in completing our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate safety and efficacy to the satisfaction of applicable regulatory authorities;

●

if our future pre-clinical development and future clinical Phase I/II studies are unsuccessful, we may be unable to obtain regulatory approval of, or commercialize, our product candidates on a timely basis or at all;

●

even if we receive regulatory approval for any of our product candidates, we may not be able to successfully commercialize the product and the revenue that we generate from their sales, if any, may be limited;

●

adverse events involving our products may lead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result in product recalls that could harm our reputation, business and financial results;

●

certain technologies are subject to licenses from LLU and Stanford (as defined below), each of which are revocable in certain circumstances, including in the event we do not achieve certain payments and milestone deadlines. Without these licenses, we may not be able to continue to develop our product candidates;

●

if we were to lose our CLIA certification or state laboratory licenses, whether as a result of a revocation, suspension or limitation, we would no longer be able to offer our assays (including our AditxtScore™ platform), which would limit our revenues and harm our business. If we were to lose, or fail to obtain, a license in any other state where we are required to hold a license, we would not be able to test specimens from those states;

●

our results of operations will be affected by the level of royalty and milestone payments that we are required to pay to third parties;

●

we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do;

●

our technologies and products under development, and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant revenues as a result;

●

customers may not adopt our products quickly, or at all;

●

the failure to obtain or maintain patents, licensing agreements and other intellectual property could materially impact our ability to compete effectively;

●

some of our intellectual property may be subject to “march-in” rights by the U.S. federal government;

●

we do not expect to pay dividends in the foreseeable future;

●

we have issued a significant number of shares of convertible preferred stock and warrants and may continue to do so in the future. The conversion and/or exercise of these securities and the sale of the shares of common stock issuable thereunder may dilute your percentage ownership interest and may also result in downward pressure on the price of our common stock; and

●

we may engage in future acquisitions or strategic transactions, which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition, and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes, or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles, and surveys. Industry surveys, publications, consultant surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

References to Aditxt, Inc.

Throughout this Quarterly Report on Form 10-Q, the “Company,” “Aditxt,” “we,” “us,” and “our” refers to Aditxt, Inc. and “our board of directors” refers to the board of directors of Aditxt, Inc.

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ADITXT, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2026			2025
ASSETS
CURRENT ASSETS:
Cash	$	268,852		$	3,198,599
Accounts receivable, net		11,974			-
Inventory		128,366			5,774
Prepaid expenses		440,819			617,362
TOTAL CURRENT ASSETS		850,011			3,821,735

Fixed assets, net		810,463			880,241
Intangible assets, net		1,944			2,778
Deposits		61,586			61,586
Right of use asset		966,701			1,204,526
Convertible notes receivable, at fair value		4,007,664			3,899,859
Investment in Evofem		6,671,060			6,646,056
Goodwill		537,383			-
TOTAL ASSETS	$	13,906,812		$	16,516,781

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	7,917,831		$	7,693,410
Mandatorily Redeemable A-1 Preferred Stock (356 and 678 shares)		409,053			779,049
Mandatorily Redeemable C-1 Preferred Stock (896 and 896 shares)		1,030,667			1,030,667
Notes payable, net of discount		3,306,211			1,855,445
Deferred rent		39,243			53,443
Operating lease liability, current		638,568			808,179
TOTAL CURRENT LIABILITIES		13,341,573			12,220,193

Operating lease liability, long term		288,890			342,904
Derivative liabilities		35,450,735			2

TOTAL LIABILITIES		49,081,198			12,563,099

COMMITMENTS AND CONTINGENCIES		-			-

MEZZANINE EQUITY
Series C-1 Convertible Preferred stock, $0.001 par value, 10,853 shares authorized, zero and zero shares issued and outstanding, respectively		-			-
TOTAL MEZZANINE EQUITY		-			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively		-			-
Series A-1 Convertible Preferred stock, $0.001 par value, 22,280 shares authorized, 20,196 and 20,864 shares issued and outstanding, respectively		20			21
Series A-2 Preferred stock, $0.001 par value, 36,000 shares authorized, 36,000 and 0 shares issued and outstanding, respectively		36			-
Series B Preferred stock, $0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively		-			-
Series B-1 Convertible Preferred stock, $0.001 par value, 6,000 shares authorized, 2,689 and 2,689 shares issued and outstanding, respectively		3			3
Series B-2 Convertible Preferred stock, $0.001 par value, 2,625 shares authorized, 2,625 and 2,625 shares issued and outstanding, respectively		3			3
Series C Preferred stock, $0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively		-			-
Series D-1 Preferred stock, $0.001 par value, 4,186 shares authorized, zero and zero shares issued and outstanding, respectively		-			-
Common stock, $0.001 par value, 1,000,000,000 and 100,000,000 shares authorized, 38,631 and 15,297 shares issued and 38,630 and 15,296 shares outstanding, respectively		39			15
Treasury stock, 1 and 1 shares, respectively		(201,605	)		(201,605	)
Additional paid-in capital		191,319,135			214,365,867
Accumulated deficit		(225,756,495	)		(209,808,770	)
Accumulated other comprehensive income		1,361,975			1,254,170
TOTAL ADITXT, INC. STOCKHOLDERS’ EQUITY (DEFICIT)		(33,276,889	)		5,609,704

NON-CONTROLLING INTEREST		(1,897,497	)		(1,656,022	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(35,174,386	)		3,953,682

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	13,906,812		$	16,516,781

See accompanying notes to the consolidated financial statements.

ADITXT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2026			March 31, 2025
REVENUE
Sales	$	12,159		$	1,018
Cost of goods sold		9,291			734
Gross profit		2,868			284

OPERATING EXPENSES
General and administrative expenses $0 and $0 in stock-based compensation, respectively		3,317,648			4,348,274
Research and development $0 and $10,000 in stock-based compensation, respectively		1,047,083			1,209,205
Sales and marketing $0 and $0 in stock-based compensation, respectively		-			50,920
Total operating expenses		4,364,731			5,608,399

NET LOSS FROM OPERATIONS		(4,361,863	)		(5,608,115	)

OTHER INCOME (EXPENSE)
Interest expense		(27,136	)		(157,499	)
Interest income		280			288
Amortization of debt discount		(24,687	)		(200,284	)
Change in fair value of derivative liabilities		(11,800,798	)		13,145
Change in fair value of Evofem warrants		25,004			-
Total other expense		(11,827,337	)		(344,350	)

Net loss before income taxes		(16,189,200	)		(5,952,465	)
Income tax provision		-			-

NET LOSS	$	(16,189,200	)	$	(5,952,465	)

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(241,475	)		(242,156	)

NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES	$	(15,947,725	)	$	(5,710,309	)

Net loss per share, basic and diluted	$	(790.49	)	$	(198,072.98	)

Weighted average number of shares outstanding during the period, basic and diluted		20,174			29
COMPREHENSIVE LOSS:
Net Loss	$	(16,189,200	)	$	(5,952,465	)

Other Comprehensive Income:
Change in fair value of Evofem note receivable		107,805			-

TOTAL COMPREHENSIVE LOSS	$	(16,081,395	)	$	(5,952,465	)

See accompanying notes to the consolidated financial statements.

ADITXT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

	Preferred A-1 Shares			Preferred A-1 Shares Par			Preferred A-2 Shares		Preferred A-2 Shares Par		Preferred B-1 Shares		Preferred B-1 Shares Par		Preferred B-2 Shares		Preferred B-2 Shares Par		Common Shares Outstanding		Common Shares Par		Treasury Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Non- Controlling Interest			Total Stockholders’ Equity (Deficit)
Balance December 31, 2025		20,864		$	21			-	$	-		2,689	$	3		2,625	$	3		15,296	$	15	$	(201,605	)	$	214,365,867		$	(209,808,770	)	$	1,254,170	$	(1,656,022	)	$	3,953,682

Issuance of shares for registered direct offering, net of issuance costs		-			-			-		-		-		-		-		-		1,857		2		-			603,259			-			-		-			603,261

Reclass of derivative liability from warrants		-			-			-		-		-		-		-		-		-		-		-			(13,736,777	)		-			-		-			(13,736,777	)

Redemption of A-1 preferred stock		(346	)		(1	)		-		-		-		-		-		-		20,250		20		-			(370,015	)		-			-		-			(369,996	)

Reclass of A-1 preferred stock to Mandatorily Redeemable Preferred Stock		(322			-			-		-		-		-		-		-		-		-		-			369,996			-			-		-			369,996

Ignite Acquisition		-			-			36,000		36		-		-		-		-		-		-		-			(36	)		--			-		-			-

Rounding from reverse stock split		-			-			-		-		-		-		-		-		1,227		2		-			(2	)					-		-			-

Change in Evofem note receivable		-			-			-		-		-		-		-		-		-		-		-			-			-			107,805		-			107,805

Derivative liability from conversion feature on preferred stock		-			-			-		-		-		-		-		-		-		-		-			(9,913,157	)		-			-		-			(9,913,157	)

Net loss		-			-			-		-		-		-		-		-		-		-		-			-			(15,947,725	)		-		(241,475	)		(16,189,200	)

Balance March 31, 2026		20,196		$	20			36,000	$	36		2,689	$	3		2,625	$	3		38,630	$	39	$	(201,605	)	$	191,319,135		$	(225,756,495	)	$	1,361,975	$	(1,897,497	)	$	(35,174,386	)

See accompanying notes to the consolidated financial statements.

ADITXT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

	Preferred A-1 Shares		Preferred A-1 Shares Par		Preferred B-1 Shares		Preferred B-1 Shares Par		Preferred B-2 Shares		Preferred B-2 Shares Par		Common Shares Outstanding		Common Shares Par		Treasury Stock			Additional Paid-in Capital			Accumulated Deficit			Non- Controlling Interest			Total Stockholders’ Equity			Preferred C-1 Shares			Redeemable Preferred C-1			Total Mezzanine Equity
Balance December 31, 2024		22,071	$	22		2,689	$	3		2,625	$	3		57	$	-	$	(201,605	)	$	169,970,722		$	(168,094,569	)	$	(583,180	)	$	1,091,396			7,195		$	7,195,000		$	7,195,000

Issuance of shares for registered direct offering, net of issuance costs		-		-		-		-		-		-		8		-		-			4,582,262			-			-			4,582,262			-			-			-

Issuance of shares under ELOC, net of issuance costs		-		-		-		-		-		-		37		-		-			18,466,915			-			-			18,466,915			-			-			-

Redemption of C-1 preferred stock		-		-		-		-		-		-		-		-		-			(917,069	)		-			-			(917,069	)		(4,932	)		(6,110,000	)		(6,110,000	)

Reclass of C-1 preferred stock to Mandatorily Redeemable Preferred Stock		-		-		-		-		-		-		-		-		-			(163,440	)		-			-			(163,440	)		(2,263	)		(1,085,000	)		(1,085,000	)

Acquisition of patent for Pearsanta preferred stock		-		-		-		-		-		-		-		-		-			10,000			-			-			10,000			-			-			-

Rounding from reverse stock split		-		-		-		-		-		-		1		-		-			-			-			-			-			-			-			-

Net loss		-		-		-		-		-		-		-		-		-			-			(5,710,309	)		(242,156	)		(5,952,465	)		-			-			-
Balance March 31, 2025		22,071	$	22		2,689	$	3		2,625	$	3		103	$	-	$	(201,605	)	$	191,949,390		$	(173,804,878	)	$	(825,336	)	$	17,117,599			-		$	-		$	-

See accompanying notes to the consolidated financial statements.

ADITXT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	March 31, 2026			March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(16,189,200	)	$	(5,952,465	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation from asset purchase		-			10,000
Depreciation expense		47,882			68,450
Amortization of intangible assets		834			833
Amortization of debt discount - note payable		24,687			200,284
Change in fair value of derivative liability		11,800,798			(13,145	)
Change in fair value of Evofem warrants		(25,004	)		-
Impairment of fixed assets		32,275			-
Changes in operating assets and liabilities:
Accounts receivable		(11,974	)		1,317
Prepaid expenses		294,310			(59,237	)
Deposits		-			(92,174	)
Inventory		9,289			2,188
Accounts payable and accrued expenses		(562,609	)		(5,879,446	)
Net cash used in operating activities		(4,578,712	)		(11,713,395	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets		(10,379	)		-
Net cash used in investing activities		(10,379	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes and convertible notes payable, net of offering costs		2,855,000			-
Repayments of note payable, related party		-			(115,000	)
Repayments of note payable		(1,428,921	)		(2,778,978	)
Common stock, preferred stock, and warrants issued for cash, net of issuance costs		603,261			20,169,072
Cash from subscription receivable		-			1,108,751
Redemptions of A-1 preferred stock		(369,996	)		-
Redemptions of C-1 preferred stock		-			(7,027,065	)
Net cash provided by financing activities		1,659,344			11,356,780

NET DECREASE IN CASH		(2,929,747	)		(356,615	)

CASH AT BEGINNING OF PERIOD		3,198,599			833,031

CASH AT END OF PERIOD	$	268,852		$	476,416

Supplemental cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	152,965		$	1,264,504

NONCASH INVESTING AND FINANCING ACTIVITIES:

Derivative liability from conversion feature on warrants	$	13,736,777		$	-
Derivative liability from conversion feature on preferred stock	$	9,913,157		$	-
ELOC payable	$	-		$	630,105
Series C-1 redemption payable	$	-		$	1,247,367
ELOC commitment fee stock payable	$	-		$	2,250,000
Reclassification of series A-1 preferred shares to liabilities	$	369,996		$	-
Conversion of Series A-1 to common stock	$	20		$	-

See accompanying notes to the consolidated financial statements.

ADITXT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Company Background

Overview

Aditxt, Inc. ^®is an innovation platform dedicated to discovering, developing, and deploying promising innovations. Aditxt’s ecosystem of research institutions, industry partners, and shareholders collaboratively drives their mission to “Make Promising Innovations Possible Together.” The innovation platform is the cornerstone of Aditxt’s strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model that democratizes innovation, ensures every stakeholder’s voice is heard and valued, and empowers collective progress.

Reverse Stock Splits

On March 14, 2025, the Company effectuated a 1-for-250 reverse stock split (the “2025 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 17, 2025. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the 2025 Reverse Split.

On March 14, 2025, Pearsanta effectuated a 1-for-60 reverse stock split (the “2025 Pearsanta Reverse Split”). There was no change to the number of authorized shares of Pearsanta’s common stock. All Pearsanta share amounts referenced in this report are adjusted to reflect the 2025 Pearsanta Reverse Split.

On November 3, 2025, the Company effectuated a 1-for-113 reverse stock split (the “November 2025 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on November 3, 2025. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the November 2025 Reverse Split.

On March 9, 2026, the Company effectuated a 1-for-8 reverse stock split (the “March 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 9, 2026. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the March 2026 Reverse Split.

On May 15, 2026, the Company effectuated a 1-for-27 reverse stock split (the “May 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on May 18, 2026. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the May 2026 Reverse Split.

Risks and Uncertainties

The Company has a limited operating history and is in the very early stages of generating revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations.

NOTE 2 – GOING CONCERN ANALYSIS

Management Plans

The Company was incorporated on September 28, 2017 and has not generated significant revenues to date. During the three months ended March 31, 2026, the Company had a net loss of $16,189,200 and negative cash flow from operating activities of $4,578,712 As of March 31, 2026, the Company’s cash balance was $268,852.

If we are delisted from Nasdaq, but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock, warrants and pre-funded warrants would likely be significantly adversely affected. A delisting of our common stock from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners. (Note 14)

The Company continues to actively pursue numerous capital raising transactions with the objective of obtaining sufficient bridge funding to meet the Company’s existing capital needs as well as more substantial capital raises to meet the Company’s longer-term needs.

In addition, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company’s ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to continue as a going concern.

The Company has the ability to raise capital from equity or debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties.

The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances, and other initiatives to strengthen the Company.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2026 and 2025. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed consolidated financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods.

Principles of Consolidation

The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2

Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3

Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates, with the exception of the derivative liability.

The following table provides a summary of financial instruments that are measured at fair value as of March 31, 2026.

	Fair		Fair Value Measurement Using
	Value		Level 1		Level 2		Level 3		Total
Derivative liabilities	$	35,450,735	$	—	$	35,450,735	$	—	$	35,450,735
Investment in Evofem warrants		3,160,058		—

SEC Form 10-Q filed by Aditxt Inc.