Aditxt Inc美股招股说明书(2026-04-23版)

Up to 148,278,241 Shares of Common Stock Aditxt, Inc. Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resalebasis up to an aggregate of 148,278,241 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) ofAditxt, Inc. (the “Company,” “we,” “us” or “our”) comprised of (i) up to 9,383,524 shares of Common Stock issuable upon theexercise of outstanding exchange warrants at an exercise price of $0.50 per share for a term of five and one-half years from the date ofissuance (the “Exchange Warrants”); (ii) up to 12,882,010 shares of Common Stock issuable upon the exercise of outstanding Julywarrants at an exercise price of $0.50 per share for a term of twenty-four months from the date of issuance (the “July Warrants”); (iii)up to 111,644,055 shares of Common Stock issuable upon the exercise of outstanding series C-1 warrants at an exercise price of $0.50per share for a term of five years from the date of issuance (the “Series C-1 Warrants”); (iv) up to 7,037,661 shares of Common Stockissuable upon the exercise of outstanding Dawson James placement agent warrants at an exercise price of $0.50 per share for a term offive and one-half years from the date of issuance (the “DJ Placement Agent Warrants”); and (v) up to 7,330,991 shares of CommonStock issuable upon the exercise of outstanding H.C. Wainwright placement agent warrants at an exercise price of $0.50 per share for aterm of five and one-half years from the date of issuance (the “HCW Placement Agent Warrants” and together with the ExchangeWarrants, the July Warrants, the Series C-1 Warrants and the DJ Placement Agent Warrants, the “Warrants”). The Exchange Warrantswere issued pursuant to an exchange agreement by and between us and Sabby Volatility Warrant Master Fund, Ltd. (the "ExchangeAgreement”). The July Warrants were issued pursuant to a securities purchase agreement relating to the July Notes private placement(the "July Notes SPA"). The Series C-1 Warrants were issued pursuant to a securities purchase agreement relating to the Series C-1Preferred Stock PIPE transaction (the "C-1 PIPE SPA"). The DJ Placement Agent Warrants and the HCW Placement Agent Warrantswere issued as compensation for placement agent services in connection with the May 2024 PIPE private placement. The exerciseprice of the Warrants reflects the Adjustment Price (as defined below), as defined in the Warrants, as of the adjustment on April 7,2026 (the “April 7, 2026 Adjustment Date”), as adjusted pursuant to the anti-dilution adjustment provisions contained in the Warrants. We will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock. Upon any exerciseof the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, ifexercised in cash withrespect to the Shares offered hereby, would result in gross proceeds to us of approximately $74.14 million. However, we cannot predictwhen and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire andnever be exercised, in which case we would not receive any cash proceeds. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest identified in thisprospectus may offer the Shares from time to time through public or private transactions at fixed prices, at prevailing market prices atthe time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.The registration of the Shares on behalf of the Selling Stockholders; however, does not necessarily mean that the Selling Stockholderswill offer or sell their Shares under this registration statement or at any time in the near future. We provide more information abouthow the Selling Stockholders may sell their Shares in the section entitled “Plan of Distribution” on page 23. The Selling Stockholderswill bear all commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein. We will not bepaying any underwriting discounts or commissions in this offering. We will pay the expenses of registering the Shares pursuant to thisprospectus. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ADTX”. On April 20, 2026, the closing priceper share of our Common Stock as reported on The Nasdaq Capital Market was $0.347 per share.We may amend or supplement thisprospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and anyamendments or supplements carefully before you make your investment decision. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page 14 of this prospectus. NEITHER THE SECURITIES AND EXC