Aditxt Inc美股招股说明书(2025-12-12版)

Up to $20,000,000Common Stock This prospectus supplement amends and supplements the prospectus dated August 6, 2024, filed as a part of our registrationstatement on Form S-3 (File No. 333-280757) as amended by our prospectus supplements dated October 25, 2024 and April 3, 2025(the “Prior Prospectuses”). This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified byreference thereto, except to the extent that the information herein amends or supersedes the information contained in the PriorProspectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the PriorProspectuses, and any future amendments or supplements thereto. We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.001 per share, from time totime pursuant to the terms of that certain At The Market Offering Agreement, or the sales agreement, between H.C. Wainwright & Co.,LLC, or Wainwright, acting as the agent, and us (the “ATM Offering”). We are filing this prospectus supplement to amend the Prior Prospectuses to increase the maximum aggregate gross salesprice of our common stock that may be offered, issued and sold under the sales agreement from and after the date hereof to$20,000,000 (the “ATM Offering Size Increase”), not including the shares of common stock previously sold. Under the prospectussupplement dated October 25, 2024, we initially registered up to $35,000,000 of our common stock for offer and sale pursuant to thesales agreement, which was reduced to $11,840,454 pursuant to the prospectus supplement dated April 3, 2025. As of the date of thefiling of this prospectus supplement, we have sold 1,370,607 shares of our common stock that are covered by the Prior Prospectusespursuant to the sales agreement for an aggregate gross sales proceeds of $17,771,951. The purpose of this prospectus supplement is to update the Prior Prospectuses to reflect the ATM Offering Size Increase.Except as modified by this prospectus supplement, the terms of the ATM Offering remain unchanged, and the sales agreement remainsin full force and effect. Our prior prospectus supplement dated April 3, 2025 indicated that we were, at that time, subject to General Instruction I.B.6.of Form S-3, which limited the amount that we were able to sell under the registration statement of which the prospectus forms a part.We are currently no longer subject to the offering limits imposed by General InstructionI.B.6. of Form S-3. If we become subject tothe offering limits in General InstructionI.B.6. of Form S-3 in the future, we will file another prospectus supplement. Our common stock is traded on The Nasdaq Capital Market under the symbol “ADTX.” On December 12, 2025, the lastreported sale price of our common Stock as reported on the Nasdaq Capital Market was $2.24 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is December 12, 2025.