Business Description

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 October 2, 2024, the Company effectuated a 1-for-40 reverse stock split (the “2024 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on October 3, 2024. 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 2024 Reverse Split. 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. Reclassification of Previously Reported Preferred Stock Information Certain prior period amounts have been reclassified to conform to the current presentation related to the Company’s Preferred C-1 shares. As of December 31, 2024, the Company had 8,373 shares of Preferred C-1 outstanding, each with a stated value of $1,000, for an aggregate stated value of $8,373,000. These shares were initially presented within mezzanine equity. Subsequent analysis determined that the 1,178 of the Preferred C-1 shares which were mandatorily redeemable and classified as a liability should have reduced the mezzanine equity from $8,373,000 to $7,195,000. After giving effect to the proper classification, mezzanine equity should have reflected 7,195 shares of Preferred C-1 outstanding with an aggregate stated value of $7,195,000, and additional paid-in capital (“APIC”) should have increased by $1,178,109 to $169,970,721. As a result of this reclassification, total stockholders’ equity as of December 31, 2024, should have been $1,091,396. The reclassification did not affect the Company’s net income, cash flows, or total assets and liabilities for the period. Management has evaluated the impact of this reclassification and concluded that it was not material to the consolidated financial statements. 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.…