Aditxt Inc 2026年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31,2026 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) (Registrant’s telephone number, including area code) Not applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: 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 andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant 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 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. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 20, 2026, the registrant had 815,922 and815,921sharesof common stock, $0.001 par value per share, issued andoutstanding, respectively. Table of Contents Item 1.Condensed Consolidated Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20251Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 20252Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31,2026 and 20253Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 20255Notes to Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 3.Quantitative and Qualitative Disclosures About Market Risk41Item 4.Controls and Procedures41 Item 1.Legal Proceedings42Item1A.Risk Factors42Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43Item 3.Defaults Upon Senior Securities43Item 4.Mine Safety Disclosures43Item 5.Other Information43Item 6.Exhibits44Signatures45 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harborprovisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as“may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or thenegative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations,assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantialrisks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements.Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-lookingstatements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties,including the risks and uncertainties inherent in our statements regarding: ●our financial situation creates doubt whether we will continue as a going concern;●the Company’s receipt of a Nasdaq staff determination letter notifying the Company that it had determined to delist theCompany’s securities from The Nasdaq Capital Market, the Company’s intent to appeal that determination, the timingand outcome of any appeal (including any stay of a delisting), the Company’s ability to regain or maintain compliancewith Nasdaq listing standards, and the Company’s continued listing on Nasdaq;●we have generated no significant revenue from