Aditxt Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2025 or ☐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) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 postedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in this filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2025,based on a closing price of $1,157.12 was approximately $4,316,100. As of March 30, 2026, the registrant had904,469and904,468shares of common stock, $0.001 par value per share, issued andoutstanding, respectively. DOCUMENTS INCORPORATED BY REFERENCE None ADITXT, INC.ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PART I1Item 1Business1Item 1ARisk Factors13Item 1BUnresolved Staff Comments38Item 1CCybersecurity38Item 2Properties39Item 3Legal Proceedings39Item 4Mine Safety Disclosures39PART II40Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities40Item 6[Reserved]40Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7AQuantitative and Qualitative Disclosures About Market Risk55Item 8Financial Statements and Supplementary Data55Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure55Item 9AControls and Procedures55Item 9BOther Information55Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections56PART III57Item 10Directors, Executive Officers and Corporate Governance57Item 11Executive Compensation63Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69Item 13Certain Relationships and Related Transactions, and Director Independence69Item 14Principal Accountant Fees and Services70PART IV71Item 15Exhibits and Financial Statement Schedules71SIGNATURES83 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of thePrivate Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act