Aditxt Inc. (ADTX) shares rocketed 52.11% higher in after-hours trading on Tuesday, climbing to $2.16 after the California-based biotech filed a proxy statement that signals some major decisions ahead. The company has scheduled a special virtual stockholder meeting for January 30, 2026, and there's a lot on the agenda.
A Packed Proxy Statement
The proxy statement, filed with the Securities and Exchange Commission on Tuesday, outlines several critical proposals that need shareholder approval. Stockholders of record as of December 5 will get to weigh in on a series of measures that could reshape the company's capital structure.
First up is Nasdaq Marketplace Rule 5635(d) compliance, which requires shareholder approval when a company issues more than 20% of its outstanding shares at below-market prices. Aditxt is seeking retroactive approval for several past issuances, including common stock underlying Series A-1 Convertible Preferred Stock from December 2023, Series C-1 Convertible Preferred Stock and warrants from May and August 2024, and common stock purchase warrants from July 2024.
Employee Equity on the Table
The company is also asking shareholders to approve its 2025 Employee Stock Purchase Plan, which would allow employees to buy company stock at a discount through payroll deductions. Additionally, Aditxt wants to amend its 2021 Omnibus Equity Incentive Plan, a compensation framework for granting stock options and equity awards to employees and directors. The proposed amendment would dramatically increase the number of shares available under the plan from just 3 to 350,000.
Perhaps most significantly, the board is seeking discretionary authority to implement a reverse stock split at a ratio anywhere between 1-for-5 and 1-for-250. The exact ratio would be determined by the board within one year of stockholder approval, giving management considerable flexibility.
What's in a Name?
Shareholders will also cast a non-binding advisory vote on changing the company name from "Aditxt, Inc." to "bitXbio, Inc." While this vote is advisory and non-binding, it signals the company may be considering a rebrand.
Kingsdale Advisors will serve as the strategic stockholder advisor and proxy solicitation agent for the meeting.
The Bigger Picture
The after-hours surge is notable, but context matters here. ADTX has fallen 99.97% year to date, and the company now has a market capitalization of just $794,410. The stock closed down 1.39% at $1.42 in regular trading on Tuesday before the after-hours jump.
According to market data, the stock shows a negative price trend across all timeframes, reflecting the challenging year the biotech has endured.