Nasdaq letter says Aditxt falls below $2,500,000 equity minimum

Aditxt, Inc. (Nasdaq: ADTX) reported in a Form 8-K dated May 29, 2026 that on May 27, 2026 it received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC. The letter says the company no longer meets 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 report is filed under Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing) and is signed by Amro Albanna, Chief Executive Officer.

The Nasdaq letter

The letter is based on 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 8-K says the company does not currently meet either of the alternative continued listing standards under Nasdaq Listing Rule 5550(b). Those alternatives are 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. The company describes this as a stockholders' equity deficiency.

The company also says it is not in compliance with the requirement to keep a minimum market value of publicly held shares of $1,000,000 under Nasdaq Listing Rule 5550(a)(5). As of the date of the report, it had not received a notice from the Staff about that requirement. The 8-K says that if the Staff issues a separate determination on it, the matter may be considered by the Panel together with the other issues.

The earlier determination and the hearing

The 8-K refers to an earlier determination. It says that on May 6, 2026, the company received a delisting determination from the Staff because it had not met the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The determination also said the company was not eligible for any compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv), because of its reverse stock split history. The company disclosed that determination in an 8-K filed May 8, 2026.

The company requested a hearing before a Nasdaq Hearings Panel to appeal that determination. The hearing is scheduled for June 11, 2026. The letter states that the Panel will consider the stockholders' equity deficiency together with the matters covered by the earlier determination. The company says it intends to present its views on the equity deficiency at the hearing, together with its plan to show compliance with the minimum bid price requirement and the stockholders' equity requirement.

The company states that there can be no assurance the appeal will succeed, that the Panel will grant any additional period to regain compliance, or that the company will be able to show compliance within any such period. The Panel has broad discretion under Nasdaq Listing Rules 5101 and 5810(c)(1) to delist the securities, including on the basis of the reverse stock split history, financial condition, going concern status, capital structure, capital-raising activities or any other factor the Panel considers appropriate.

Financial position

The company's SEC XBRL financial data draws on its annual report filed March 31, 2026. For the fiscal year ended December 31, 2025, it reports revenue of $3,195, compared with $133,985 for 2024.

The data reports a net income (loss) of negative $43.1 million for 2025 and negative $40.4 million for 2024. Cash from operations was negative $25.7 million for 2025 and negative $16.8 million for 2024. Cash and cash equivalents were $268,852 at March 31, 2026, according to the 10-Q, down from $3.2 million at the end of 2025.

What comes next

The 8-K states that delisting from The Nasdaq Capital Market would have a material adverse effect on the liquidity and market price of the common stock and on the company's ability to raise capital. It says those conditions would raise substantial doubt about the company's ability to continue as a going concern, and that if adequate working capital is not available, the company may have to discontinue operations.

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