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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule14A
Proxy
Statement Pursuant to Section14(a)of the Securities ExchangeActof1934
(Amendment No.)
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check
the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of
the Commission Only (as permitted by Rule14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under
240.14a-12
Aditxt,
Inc.
(Name of Registrant as Specified In Its Charter)
(Name
of Person(s)Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☒
No fee required
☐
Fee paid previously with
preliminary materials.
☐
Fee computed on table in
exhibit required by Item25(b)per ExchangeAct Rules 14a- 6(i)(1)and0-11
2569
Wyandotte Street, Suite 101
Mountain View, CA 94043
August 8, 2025
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 16, 2025
Dear
Stockholder:
We are pleased to invite
you to attend the annual meeting of stockholders (the Annual Meeting) of Aditxt, Inc. (the Company), which
will be held on September 16, 2025 at 12:00PM ET.
The Annual Meeting will
be held in a virtual-only meeting format at
www.virtualshareholdermeeting.com/ADTX2025
.
In addition to voting by
submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting.
Further details regarding the virtual meeting are included in the accompanying proxy statement. At the Annual Meeting, the holders of
our outstanding common stock will act on the following matters:
1.
To elect five (5)members to our board of directors;
2.
To ratify the appointment of dbb
mckennon
as our independent registered public accounting firm for the fiscal year ending December31, 2025;
3.
To grant discretionary authority to our board of directors to (i)amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a reverse stock split, at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii)effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the Reverse Split Proposal);
4.
To transact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.
Our board of directors has
fixed August 8, 2025 as the record date (the Record Date) for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting and at any adjournment or postponement of the meeting.
IF
YOU PLAN TO ATTEND:
To be admitted to the
Annual Meeting at you must have your control number available and follow the instructions found on your proxy card or voting instruction
form. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Please
allow sufficient time before the Annual Meeting to complete the online check-in process. Your vote is very important.
If
you have any questions or need assistance voting your shares, please call Kingsdale Advisors at:
North
American Toll Free Phone:
+
1-866-851-3212
Email: contactus@kingsdaleadvisors.com
Call Collect Outside North America: +1-646-491-9096
BY ORDER
OF THE BOARD OF DIRECTORS
August 8, 2025
/s/ Amro Albanna
Amro Albanna
Chief Executive Officer and
Chairman of the Board of Directors
Whether or not you expect
to attend the Annual Meeting virtually, we urge you to vote your shares via proxy at your earliest convenience. This will ensure the presence
of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation.
Submitting your proxy now will not prevent you from voting your shares electronically at the Annual Meeting if you desire to do so, as
your proxy is revocable at your option. Your vote is important, so please act today!
2569
Wyandotte St., Suite 101
Mountain View, CA 94043
PROXY
STATEMENT FOR THE
2025 ANNUAL MEETING OF STOCKHOLDERS
To be held on September 16, 2025
The board of directors of
Aditxt, Inc. (Aditxt or the Company) is soliciting your proxy to vote at the Annual Meeting of Stockholders
(the Annual Meeting) to be held on September 16, 2025, at 12:00PM ET, in a virtual-only format online by accessing
www.virtualshareholdermeeting.com/ADTX2025
and at any adjournment thereof.
This proxy statement contains
information relating to the Annual Meeting.
This years Annual Meeting of stockholders will be held as a virtual meeting. Stockholders
attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
You will be able to attend and participate in the Annual Meeting online
via a live webcast by visiting
www.virtualshareholdermeeting.com/ADTX2025
. In addition to voting by submitting your proxy prior
to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting.
Important
Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on September 16, 2025:
The
Notice of Meeting, Proxy Statement, and 2024 Annual Report on Form10-K are available at:
www.proxyvote.com
QUESTIONS
AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING
What
is a proxy?
A proxy is the legal designation
of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written
document, that document is also called a proxy or a proxy card. By completing, signing and returning the accompanying proxy card, you
are designating Amro Albanna, Chief Executive Officer, and Thomas J.Farley, Chief Financial Officer, as your proxies for the Annual
Meeting and you are authorizing Mr.Albanna and Mr.Farley to vote your shares at the Annual Meeting as you have instructed
on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual
Meeting, we urge you to vote in one of the ways described below so that your vote will be counted even if you are unable or decide not
to attend the Annual Meeting.
What
is a proxy statement?
A proxy statement is a document
that we are required by regulations of the U.S.Securities and Exchange Commission, or SEC, to give you when we ask
you to sign a proxy card designating Amro Albanna and Thomas J. Farley as proxies to vote on your behalf.
Why
did you send me this proxy statement?
We sent you this proxy statement
and proxy card because our board of directors is soliciting your proxy to vote at the Annual Meeting and any adjournment and postponement
thereof. This proxy statement summarizes information related to your vote at the Annual Meeting. All stockholders who find it convenient
to do so are cordially invited to attend the Annual Meeting virtually. However, you do not need to attend the meeting to vote your shares.
Instead, you may simply complete, sign and return the proxy card or vote over the Internet, by phone, or by fax.
What
Does it Mean ifI Receive More than one set of proxy materials?
If
you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please
complete, sign, and return each proxy card to ensure that all of your shares are voted.
How doI attend the Annual Meeting?
The Annual Meeting will be
held on September 16, 2025, at 12:00 PM ET in a virtual format online by accessing
www.virtualshareholdermeeting.com/ADTX2025
.
Information on how to vote in person at the Annual Meeting is discussed below.
Who
is Entitled to Vote?
The board of directors has
fixed the close of business on August 8, 2025 as the record date (the Record Date) for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. On the Record Date, there were 4,956,555
shares of common stock outstanding. Each share of common stock represents one vote that may be voted on each proposal that may come before
the Annual Meeting.
What
is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?
If
your shares are registered in your name with our transfer agent, VStock Transfer, LLC, you are the record holder of those
shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
If your shares are held
in a stock brokerage account, a bank or other holder of record, you are considered the beneficial owner of those shares
held in street name. If your shares are held in street name, the Notice has been forwarded to you by that organization.
The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As
the beneficial owner, you have the right to instruct this organization on how to vote your shares. See How Will my Shares be Voted
ifI Give No Specific Instruction? below for information on how shares held in street name will be voted without instructions
provided.
Who May Attend the Annual Meeting?
Only record holders and beneficial
owners of our common stock, or their duly authorized proxies, may attend the Annual Meeting. If your shares of common stock are held in
street name, you will need to provide a copy of a brokerage statement or other documentation reflecting your stock ownership as of the
Record Date.
-
1
-
What
amI Voting on?
There
are four (4)matters scheduled for a vote:
1.
To elect five (5)members to our board of directors;
2.
To ratify the appointment of dbb
mckennon
as our independent registered public accounting firm for the fiscal year ending December31, 2025;
3.
To grant discretionary authority to our board of directors to (i)amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a reverse stock split, at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii)effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders.
4.
To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals;
What if another matter is properly brought
before the Annual Meeting?
The board of directors knows
of no other matters that will be presented for consideration at the Annual Meeting. The proxies also have discretionary authority to vote
to adjourn the Annual Meeting, including for the purpose of soliciting votes in accordance with our Boards recommendations. If
any other matters are properly brought before the Annual Meeting, it is the intention of the person named in the accompanying proxy to
vote on those matters in accordance with his best judgment.
How
DoI Vote?
MAIL
Mailing your signed
proxy card or voter
instruction card to:
Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY11717
INTERNET
Using the Internet at:
www.proxyvote.com
PHONE
1-800-690-6903
ONLINE
AT THE MEETING
You can vote at the meeting at:
www.virtualshareholdermeeting.com/ADTX2025
Stockholders
of Record
If you are a registered stockholder,
you may vote by mail, fax, Internet, phone or online at the Annual Meeting by following the instructions in the Notice. You also may submit
your proxy by mail by following the instructions included with your proxy card. The deadline for submitting your proxy by Internet is
11:59p.m. Eastern Time on September 15, 2025. Our Boards designated proxies, Mr.Albanna and Mr.Farley, will vote
your shares according to your instructions. If you attend the live webcast of the Annual Meeting you also will be able to vote your shares
electronically at the meeting up until the time the polls are closed.
Beneficial
Owners of Shares Held in Street Name
If you are a street name
holder, your broker or nominee firm is the legal, registered owner of the shares, and it may provide you with the Notice. Follow the instructions
on the Notice to access our proxy materials and vote or to request a paper or email copy of our proxy materials. The materials include
a voting instruction card so that you can instruct your broker or nominee how to vote your shares. Please check the Notice or voting instruction
card or contact your broker or other nominee to determine whether you will be able to deliver your voting instructions by Internet in
advance of the meeting and whether, if you attend the live webcast of the Annual Meeting, you will be able to vote your shares electronically
at the meeting up until the time the polls are closed.
-
2
-
All shares entitled to vote
and represented by a properly completed and executed proxy received before the Annual Meeting and not revoked will be voted at the Annual
Meeting as instructed in a proxy delivered before the Annual Meeting. We provide Internet proxy voting to allow you to vote your shares
online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware
that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone
companies.
How
Many Votes doI Have?
Holders of record of shares
of our common stock will be entitled to one vote for each share of common stock held by them on the Record Date and have the right to
vote on all matters brought before the Annual Meeting.
Is
My Vote Confidential?
Yes,
your vote is confidential. Only the inspector of elections, individuals who help with processing and counting your votes and persons
who need access for legal reasons will have access to your vote. This information will not be disclosed, except as required by law.
What
Constitutes a Quorum?
To carry on business at the
Annual Meeting, we must have a quorum. A quorum is present when one-third of the shares entitled to vote, as of the Record Date, are represented
in person or by proxy. Thus, 1,652,185 shares must be represented in person or by proxy to have a quorum at the Annual Meeting. Your shares
will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other
nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.
Shares owned by the Company are not considered outstanding or considered to be present at the Annual Meeting. If there is not a quorum
at the Annual Meeting, either the chairperson of the Annual Meeting or our stockholders entitled to vote at the Annual Meeting may adjourn
the Annual Meeting.
How
Will my Shares be Voted ifI Give No Specific Instruction?
We
must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction
but has authorized us generally to vote the shares, they will be voted as follows:
1.
For the election of five (5)members to our board of directors;
2.
For the ratification of the appointment of dbb
mckennon
as our independent registered public accounting firm for the fiscal year ending December31, 2025;
3.
For the grant of discretionary authority to our board of directors to (i)amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a reverse stock split, at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii)effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders; and
4.
For the authorization to adjourn the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals.
-
3
-
This authorization would
exist, for example, if a stockholder of record merely signs, dates and returns the proxy card but does not indicate how its shares are
to be voted on one or more proposals. If other matters properly come before the Annual Meeting and you do not provide specific voting
instructions, your shares will be voted at the discretion of Amro Albanna and Thomas J.Farley, the board of directors designated
proxies.
If
your shares are held in street name, see What is a Broker Non-Vote? below regarding the ability of banks, brokers and other
such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion.
How
are Votes Counted?
Votes
will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors,
For, Withhold and broker non-votes; and, with respect to the other proposals, votes For and
Against, abstentions and broker non-votes. Broker non-votes will not be included in the tabulation of the voting results
of any of the proposals and, therefore, will have no effect on such proposals.
What
is a Broker Non-Vote?
A
broker non-vote occurs when shares held by a broker in street name for a beneficial owner are not voted with
respect to a proposal because (1)the broker has not received voting instructions from the stockholder who beneficially owns the
shares and (2)the broker lacks the authority to vote the shares at their discretion.
Our common stock is listed
on the Nasdaq Capital Market. However, under current NewYork Stock Exchange (NYSE) rules and interpretations that
govern broker non-votes: (i)ProposalNo. 1 for the election of directors is considered a non-discretionary matter, and a broker
will lack the authority to vote uninstructed shares at their discretion on such proposal; (ii)ProposalNo. 2 for the ratification
of the appointment of dbb
mckennon
as our independent registered public accounting firm is considered a discretionary matter, and
a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal; (iii)ProposalNo. 3 for
the approval of the reverse stock split is considered a discretionary matter, and a broker will be permitted to exercise its discretion
to vote uninstructed shares on the proposal; and (iv)ProposalNo. 4 for the authorization to adjourn the Annual Meeting if
necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the
Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals is considered a non-discretionary matter,
and a broker will not be permitted to exercise its discretion to vote uninstructed shares on the proposal. Because NYSE rules apply to
all brokers that are members of the NYSE, this prohibition applies to the Annual Meeting even though our common stock is listed on the
Nasdaq Capital Market.
What
is an Abstention?
An abstention is a stockholders
affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares present and entitled to vote
at the Annual Meeting. Generally, unless provided otherwise by applicable law, our amended and restated bylaws (the Bylaws)
provide that an action of our stockholders (other than the election of directors) is approved if a majority of the number of shares of
stock entitled to vote thereon and present (either in person or by proxy) vote in favor of such action. Therefore, abstentions will have
no effect with respect to Proposals 1 through 11.
-
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-
How
many votes are required to approve each proposal?
The
table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:
Proposal
Votes Required
Voting Options
Impact of
Withhold or
AbstainVotes
Broker
Discretionary
Voting
Allowed
ProposalNo. 1:
Election of Directors
The plurality of the votes cast. This means that the nominees receiving the highest number of affirmative FOR votes will be elected as directors.
FOR WITHHOLD
None
(1)
No
(3)
ProposalNo. 2:
Ratification of Appointment of Independent Registered Public Accounting Firm
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.
FOR AGAINST ABSTAIN
None
(2)
Yes
(3)
ProposalNo. 3:
Authorization of the reverse stock split
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.
FOR AGAINST ABSTAIN
None
(2)
No
(3)
ProposalNo. 4:
To authorize the adjournment of the Annual Meeting if necessary or appropriate
The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.
FOR AGAINST ABSTAIN
None
(2)
No
(3)
(1)
Votes that are withheld
will have the same effect as an abstention and will not count as a vote FOR or AGAINST a director, because
directors are elected by plurality voting.
(2)
A vote marked as an Abstention
is not considered a vote cast and will, therefore, not affect the outcome of this proposal.
(3)
As this proposal is not considered
a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
-
5
-
What
Are the Voting Procedures?
In voting by proxy with regard
to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as
to specific nominees. With regard to other proposals, you may vote in favor of or against the proposal, or you may abstain from voting
on the proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction form.
Is
My Proxy Revocable?
You may revoke your proxy
and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Corporate Secretary of the Company
by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at the Annual Meeting. All
written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Aditxt, Inc., 2569
Wyandotte St., Suite 101, Mountain View, CA 94043. Attention: Corporate Secretary. Your most current proxy card or Internet proxy is the
one that will be counted.
Who
is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?
All
of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid
by us. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person.
Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of
record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in forwarding solicitation
materials. We have retained Kingsdale Advisors as our strategic stockholder advisor and proxy solicitation agent in connection with the
solicitation of proxies for the Annual Meeting. If you have any questions or require any assistance with completing your proxy, please
contact Kingsdale Advisors by telephone (toll-free within North America) at1-866-851-3212 or (call collect outside North America)
at +1-646-491-9096 or by email at contactus@kingsdaleadvisors.com.
DoI
Have Dissenters Rights of Appraisal?
Stockholders
do not have appraisal rights under Delaware law or under the Companys governing documents with respect to the matters to be voted
upon at the Annual Meeting.
How
canI Find out the Results of the Voting at the Annual Meeting?
Preliminary
voting results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a Current Report on
Form8-K that we expect to file with the SEC within fourbusiness days after the Annual Meeting. If final voting results
are not available to us in time to file a Form8-K with the SEC within fourbusiness days after the Annual Meeting, we
intend to file a Form8-K to publish preliminary results and, within fourbusiness days after the final results are known
to us, file an amended Form8-K to publish the final results.
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6
-
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Board Size and Structure
Our amended and restated
Certificate of incorporation, as amended (the Certificate of Incorporation), and our Bylaws provide that our business is
to be managed under the direction of our board of directors. Our board of directors is required to consist of not less than one (1)director
but not more than nine (9)directors. The number of directors is currently fixed at seven (7)by resolution of the board of
directors.
Our board of directors currently
consists of seven (7)directors. Our Certificate of Incorporation provides that the number of directors on our board of directors
shall be fixed exclusively by resolution adopted by our board of directors or by our stockholders. At each annual meeting, directors shall
be elected by the stockholders for a term of one (1)year. Each director shall serve until his or her successor is duly elected and
qualified or until the directors earlier death, resignation or removal.
When considering whether
directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its
oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each persons
background and experience as reflected in the information discussed in each of the directors individual biographies set forth below.
We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
Pursuant to Delaware law
and our Certificate of Incorporation, directors may be removed, with or without cause, by the affirmative vote of the holders of a majority
of the shares then entitled to vote at an election of directors.
Nominees for Election
Amro Albanna, Shahrokh Shabahang,
D.D.S., MS, Ph.D., Brian Brady, Charles Nelson, and Sylvia Hermina have been nominated by the board of directors to stand for election
at the Annual Meeting. Jeffrey Runge and Saundra Pelletier will not be standing for re-election to our board of directors at the Annual
Meeting. As such, following the Annual Meeting, the size of the board of directors will be reduced to five (5) in accordance with the
Companys Bylaws. If elected by the stockholders at the Annual Meeting, Messrs. Albanna, Brady, Nelson, Dr.Shabahang, and
Ms. Hermina will serve for a term expiring at the annual meeting to be held in 2026 (the 2026 Annual Meeting) and the election
and qualification of their successors or until their earlier death, resignation, or removal.
Each person nominated for
election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however,
prior to the Annual Meeting, the board of directors should learn that any nominee will be unable to serve for any reason, the proxies
that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the board of directors. Alternatively,
the proxies, at the board of directors discretion, may be voted for that fewer number of nominees as results from the inability
of any nominee to serve. The board of directors has no reason to believe that any nominee will be unable to serve.
Information About Board Nominees
The following pages contain
certain biographical information for the nominees for director, including all positions currently held, their principal occupation and
business experience for the past fiveyears, and the names of other publicly-held companies of which such nominee currently serves
as a director or has served as a director during the past fiveyears.
Amro Albanna.
Mr.Albanna
has been our Chief Executive Officer and a Director since we were formed in 2017. He also served as our President from our inception through
September2021. In 2010, Mr.Albanna co-founded Innovation Economy Corporation (IEC), formed to license and commercialize
innovations and create a group of life and health subsidiaries. From 2010 until 2017, Mr.Albanna was Chief Executive Officer and
a Director of IEC and Olfactor Laboratories, Inc., a majority-owned subsidiary of IEC.From 2010 to August2016, he was the
Chief Executive Officer and a Director of Nano Engineered Applications, Inc., another majority-owned subsidiary of IEC.In 2003,
Mr.Albanna founded Qmotions, Inc. (subsequently renamed Deal A Day Group Corp.). He served as its Chief Executive Officer and a
Director until 2011. Qmotions, Inc. used 3-D spatial tracking and pattern recognition technologies to develop motion-capturing video game
controllers. In 2002, Mr.Albanna was a co-founder of Digital Angel Corporationa company formed via the merger
of three private companies (one being TTC below) into a fourth publicly traded company (American Stock Exchange) and was placed in charge
of commercializing its GPS/wireless technologies. Around that time, Mr.Albanna co-founded an incubator for startups at the University
of California, Riverside Research Park which was acquired in 2007. In 1997, he founded Timely Technology Corporation (TTC),
which designed and developed e-commerce software for education, retail and finance. TTC was acquired in 2000 by a Nasdaq-listed company.
Mr.Albanna graduated from California State University San Bernardino in 1991 with a B.S. in Business Administration with concentration
in Computer Information Systems. He completed graduate coursework in Computer Science and Engineering at California State University,
Long Beach from 1992 to 1993. In 2019, Mr.Albanna completed coursework in Immunology and Genetics at Harvard Medical School HMX
online learning platform. We believe that Mr.Albannas expertise leading technology companies across various sectors, leading
private and public financing, and in positioning companies for mergers and acquisitions, qualifies him to serve as a director of our Company.
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7
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Shahrokh Shabahang, D.D.S.,
MS, Ph.D.
Dr.Shabahang has been our Chief Innovation Officer and Director since our inception. In 2009, Dr.Shabahang co-founded
Sekris Biomedical Inc. to incubate immunotherapy technologies. He served as its Chairman of the board and Chief Executive Officer since
its inception. In 2004, Dr.Shabahang joined Genelux Corporation (Genelux) to lead its clinical development program
and to serve as board secretary. Genelux developed an oncolytic virus technology for treatment of cancer, co-invented by Dr.Shabahang.
During his tenure from2004-2007, Genelux raised $20M+ and obtained regulatory approval to initiate First-In-Human clinical studies
in Europe with patients who had not responded to chemotherapy. In 2001, Dr.Shabahang became the Director of the Microbiology and
Molecular Biology Lab at Loma Linda University (LLU). He led the research and development of an antimicrobial therapeutic
agent for treatment of dental infections, which was licensed and marketed by one of the largest dental distribution companies. Dr.Shabahang
attended the University of California, Santa Barbara from 1982 to 1984 and later received his D.D.S. from the University of the Pacific
in 1987. He earned his Ph.D. in Microbiology and Molecular Genetics at LLU in 2001. During the same year, he established his laboratory
at LLU to study infectious diseases and host immune responses. We believe that Dr.Shabahangs experience leading biotech startups,
leading clinical development programs, and his expertise in immunology and immune tolerance qualifies him to serve as a director of our
Company.
Brian Brady.
Mr.Brady
has served as a Director since December1, 2018. Mr.Brady has also been the Director of Investments at a large hospital system
since March2016, where he is responsible for the management of investment activity related to the organization and personal investments
of the family that owns that company. From December2011 to March2016, Mr.Brady was the Vice President/Portfolio Manager
at a wealth advisory firm, where he served in an investment advisory role, including asset and portfolio management. Mr.Brady graduated
in 2001 with a Bachelors degree in Finance from the University of Illinois at Chicago and in 2014 with a Master of Business Administration
degree from the University of Chicago. We believe that Mr.Bradys extensive experience with financial markets and management
of investment activities qualifies him to serve as a director of our Company.
Charles Nelson.
Mr.
Nelson has served as a director since November 2023. Prior to his appointment as a member of the Board, Mr. Nelson was a consultant to
the Company from September 2020 through September 2023. He began his financial career as a market representative with American International
Group and in 1979 joined Dean Witter Reynolds as a Financial Advisor, working with high net worth and institutional clients. In 1980,
he joined Drexel Burnham and Lambert, and subsequently, at Ladenberg Thalmann and then at Auerbach Pollack and Richardson originating
equity and investment banking transactions. Over the last 20 years, Mr. Nelson has been involved with financing companies in the fintech,
healthcare and bio-pharma spaces through private equity and public financing including listings on the Nasdaq and the NYSE. We believe
that Mr. Nelsons extensive experience in capital markets qualifies him to serve as a director of our Company.
Sylvia
Hermina.
Ms. Hermina has served as a director since October 2024. She over 20 years of experience advising public companies on corporate
governance, mergers and acquisitions, and shareholder relations. Ms. Herminacurrently servesas Senior Vice President of Kingsdale
Advisors, a governance and proxy solicitation firm.Prior to joining Kingsdale Advisors, Ms. Hermina served as Senior Vice President
of Laurel Hill Advisory Group, LLC - a shareholder communications and advisory firm; Managing Director of The Altman Group, Inc. - a proxy
advisory firm. She also held senior positions Georgeson Shareholder Communications and Corporate Investor Communications, Inc. Ms.Hermina
holds a Bachelor of Sciencedegreein Business Administration, Management and Marketing from Montclair State University.Sylviais
a member of the Society of Corporate Governance (Society), the National Investor Relations Institute (NIRI). We believe that Ms. Herminas
extensive experience in corporate governance, mergers and acquisitions, and shareholder relations qualifies her to serve as a director
of our Company.
Board Leadership Structure and Risk Oversight
The Board oversees our business
and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function
as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration
and reports material risks to the Board for further consideration.
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8
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Term of Office
Officers hold office until
his or her successor is elected and qualified. Directors are appointed to serve for one year until the meeting of the Board following
the annual meeting of stockholders and until their successors have been elected and qualified.
Director Independence
We use the definition of
independence of The Nasdaq Stock Exchange LLC (Nasdaq) listing rules to make this determination. Nasdaq listing
rules provide that an independent director is one who the board affirmatively determines has no material
relationship with the company either directly or as a partner, shareholder or officer of an organization that has a relationship
with the Company. Nasdaq listing rules provide that a director cannot be considered independent if:
●
the director is, or has been within the last three (3)years, an employee of the Company or an immediate family member of director is, or has been within the last three (3)years, an executive officer of the Company;
●
the director has received, or has an immediate family member who is an executive officer of the Company and has received, during any twelve-month period within the last three (3)years, more than $120,000 compensation directly from the Company (not including compensation received for director service, pension plan payments or deferred compensation for prior service not contingent on continued service);
●
the director or an immediate family member is a current partner of the Companys internal or external auditor; the director is a current employee of the auditor; an immediate family member is a current employee of the auditor and personally works on the Companys audit; or the director or an immediate family member was within the last three (3)years a partner or employee of the auditor and personally worked on the Companys audit within that time;
●
the director or an immediate family member is, or has been within the last three (3)years, employed as an executive officer of another company where any of the Companys present executive officers at the same time serves or served on that companys compensation committee; or
●
the director is a current employee, or an immediate family member is a current executive officer, of an organization that has made to or received from the Company payments for property or services in an amount which, in any of the last three fiscal (3)years, exceeds greater of 2% of such other companys consolidated gross revenues or $1million. Charitable contributions not considered payments for purposes of this prohibition but contributions meeting these thresholds must be disclosed on the Companys website or in its annual proxy statement or its Annual Report on Form10-K.
Under such definitions, we
consider Mr. Nelson, Mr.Brady, and Ms. Hermina to be independent. Nasdaq listing rules permits a phase-in period of
up to one year for an issuer registering securities in an initial public offering to comply with its requirement that a majority of the
board of directors be made up of independent directors. However, our common stock is not currently quoted or listed on any national exchange
or interdealer quotation system with requirement that a majority of our Board be independent and, therefore, the Company is not subject
to any director independence requirements. We are subject to Nasdaqs director independence requirements and are required to structure
our board of directors accordingly.
Committees of the Board
Our board of directors has
established three standing committees: Audit, Compensation, and Nominating and Corporate Governance. Each of these standing committees
operate pursuant to its respective charter. The committee charters are reviewed annually by the Nominating and Corporate Governance Committee.
If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose
revisions to the charters. The responsibilities of each committee are described in more detail below.
Nasdaq listing rules permits
a phase-in period for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee
and Nominating and Corporate Governance Committee independence requirements. Under the initial public offering phase-in period, only one
member of each committee is required to satisfy the heightened independence requirements at the time our registration statement becomes
effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90days following
the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence requirements
within one year from the effectiveness of our registration statement.
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9
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The composition and functions
of each committee are described below.
Name
Independent
Audit
Compensation
Nominating
and
Corporate
Governance
Amro Albanna
Shahrokh Shabahang, D.D.S., MS, Ph.D.
Brian Brady
X
X*
X
X
Charles Nelson
X
X
X*
X
Jeffrey Runge, M.D.
(1)
X
X
X
X*
Sylvia Hermina
(2)
X
Saundra Pelletier
(3)
*
Chairman of the committee
(1)
Dr. Runge will not be standing for re-election to the board
at the Annual Meeting.
(2)
Ms. Hermina has been appointed to serve on the Audit Committee,
Compensation Committee and the Nominating and Corporate Governance Committee effective upon her re-election to the board.
(3)
Ms. Pelletier will not be standing for re-election to the
board at the Annual Meeting.
Audit Committee
The Audit Committee, among
other things, is responsible for:
●
appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor;
●
reviewing the internal audit function, including its independence, plans, and budget;
●
approving, in advance, audit and any permissible non-audit services performed by our independent auditor;
●
reviewing our internal controls with the independent auditor, the internal auditor, and management;
●
reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;
●
overseeing our financial compliance system; and
●
overseeing our major risk exposures regarding the Companys accounting and financial reporting policies, the activities of our internal audit function, and information technology.
The Board has affirmatively
determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under
SEC rules and Nasdaq listing rules. The Board has adopted a written charter setting forth the authority and responsibilities of the Audit
Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr.Brady
meets the qualifications of an Audit Committee financial expert.
The Audit Committee currently
consists of Mr.Brady, Mr. Nelson, and Dr.Runge. Following the Annual Meeting, the Audit Committee will consist of Mr. Brady,
Mr. Nelson and Ms. Hermina. Mr.Brady chairs the Audit Committee.
Compensation Committee
The Compensation Committee
is responsible for:
●
reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;
●
overseeing and administering the Companys executive compensation plans, including equity-based awards;
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10
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●
negotiating and overseeing employment agreements with officers and directors; and
●
overseeing how the Companys compensation policies and practices may affect the Companys risk management practices and/or risk-taking incentives.
The Board has adopted a written
charter setting forth the authority and responsibilities of the Compensation Committee.
The Compensation Committee
currently consists of Mr.Brady, Mr. Nelson, and Dr.Runge. Following the Annual Meeting, the Compensation Committee will consist
of Mr. Brady, Mr. Nelson and Ms. Hermina. Mr. Nelson serves as chairman of the Compensation Committee. The Board has affirmatively determined
that each member of the Compensation Committee meets the independence criteria applicable to compensation committee members under SEC
rules and Nasdaq listing rules.
Nominating and Corporate Governance Committee
The Nominating and Corporate
Governance Committee, among other things, is responsible for:
●
reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues;
●
evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;
●
working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee;
●
annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;
●
reviewing, evaluating, and recommending changes to the Companys Corporate Governance Principles and Committee Charters;
●
recommending to the Board individuals to be elected to fill vacancies and newly created directorships;
●
overseeing the Companys compliance program, including the Code of Conduct; and
●
overseeing and evaluating how the Companys corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Companys major risk exposures.
The Board of Directors has
adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee.
The Nominating and Corporate
Governance Committee currently consists of Dr.Runge, Mr.Brady, and Mr. Nelson. Following the Annual Meeting, the Audit Committee
will consist of Mr. Brady, Mr. Nelson and Ms. Hermina. Dr.Runge currently serves as chairman of the Nominating and Corporate Governance
Committee. Following the Annual Meeting, Ms. Hermina will serve as chairwoman of the Nominating and Corporate Governance Committee. The
Companys Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent
within the meaning of the independent director guidelines of Nasdaq listing rules.
Compensation Committee Interlocks and Insider
Participation
None of the Companys
executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee
serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Companys board
of directors or its compensation committee. None of the members of the Companys compensation committee is, or has ever been, an
officer or employee of the Company.
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Code of Business Conduct and Ethics
The Companys board
of directors adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable
U.S.federal securities laws and the corporate governance rules of the Nasdaq Capital Market. The code of business conduct and ethics
is publicly available on the Companys website. Any substantive amendments or waivers of the code of business conduct and ethics
or code of ethics for senior financial officers may be made only by the Companys board of directors and will be promptly disclosed
as required by applicable U.S.federal securities laws and the corporate governance rules of the Nasdaq Capital Market.
Corporate Governance Guidelines
The Companys board
of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq Capital Market.
Involvement in Certain Legal Proceedings
To our knowledge, none of
our current directors or executive officers has, during the past tenyears:
●
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
●
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within twoyears prior to that time;
●
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
●
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
●
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
●
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section3(a)(26)of the Securities ExchangeActof1934, as amended (the ExchangeAct)), any registered entity (as defined in Section1(a)(29)of the Commodity ExchangeAct), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Except as set forth above
and in our discussion below in
Certain Relationships and Related Transactions
, none of our directors or executive
officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are
required to be disclosed pursuant to the rules and regulations of the SEC.
We are not currently a party
to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect
on our business, financial condition or operating results.
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12
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Director Compensation
On September18, 2021,
the Board of Directors adopted a director compensation program for the Companys independent directors consisting of both cash and
equity compensation, beginning in October2021 and concluding in June 2022. The program consisted of the following compensation for
directors:
Cash Compensation (payable quarterly)
●
Board service$11,000 per year
●
Chairperson of the Audit Committeeadditional $4,000 per year
●
Chairperson of the Compensation Committeeadditional $4,000 per year
●
Chairperson of the Nominating and Corporate Governance Committeeadditional $4,000 per year
Members of the Board of Directors
did not receive any cash compensation during the year ended December 31, 2024. The Board of Directors has refrained from adopting a new
director compensation program in order to preserve cash resources but may, in its discretion, adopt a new program in future periods.
Required Vote for Approval
A plurality of the votes
cast at the Annual Meeting is required to elect a nominee as a director.
Board Recommendation
The board of directors unanimously
recommends a vote
FOR
the election of Amro Albanna, Shahrokh Shabahang, D.D.S., MS, Ph.D., Brian Brady, Charles
Nelson, and Sylvia Hermina as directors of the Company.
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EXECUTIVE OFFICERS
The table below identifies
and sets forth certain biographical and other information regarding our executive officers as of date of this proxy statement. Other than
as disclosed below, there are no family relationships among any of our executive officers or directors.
Name
Age
Positions
Amro Albanna
55
Chief Executive Officer, Director
Corinne Pankovcin
58
Chief Mergers Acquisitions Officer
Shahrokh Shabahang, D.D.S., MS, Ph.D.
62
Chief Innovation Officer, Director
Rowena Albanna
59
Chief Operating Officer
Thomas J.Farley
52
Chief Financial Officer
See ProposalNo. 1 Election
of Directors for biographical and other information regarding Mr.Albanna and Dr.Shabahang.
Ms. Pankovcin has been our
Chief Mergers and Acquisitions Officer since January 2024. Ms. Pankovcin served as our Chief Commercialization Officer from April 2023
through December 2023. Prior those roles, Ms. Pankovcin serves as our President from September2021 through April2023. Ms.
Pankovcin served as our Chief Financial Officer from July2020 through August2021. From December2015 to July2019,
Ms. Pankovcin was the Chief Financial Officer and Managing Director and Treasurer of Business Development Corporation of America (BDCA),
a business development company. Prior thereto, from January2011 to August2015, Ms. Pankovcin was the Chief Financial Officer
and Treasurer of Blackrock Capital Investment Corporation (NASDAQ:BKCC), and a Managing Director of Finance at BlackRock Investment
Management LLC.Prior to joining BlackRock, Ms. Pankovcin was a senior member of Finance Accounting of Alternative Investments
and served as Chief Financial Officer for the Global Emerging Markets products group at AIG Capital Partners. Ms. Pankovcin began her
career with PricewaterhouseCoopers LLP, where she ultimately held the role of Senior Manager of Business Assurance for Consumer Products,
Manufacturing, and Middle Market industries from 1991 to 2001. Ms. Pankovcin earned her B.S. in Accounting from Dowling College and her
Masters Degree in Business Administration from Hofstra University. She is a Certified Public Accountant.
Rowena Albanna
Chief Operating
Officer
Ms. Albanna has been our
Chief Operating Officer since July2020. From 2017 to immediately prior to her appointment as Chief Operating Officer, Ms. Albanna
was an independent operations consultant for the Company. Prior thereto, from 2013 to 2017, Ms. Albanna was the Chief Operating Officer
of Innovation Economy Corporation (IEC), formed to license and commercialize innovations and create a group of life and
health subsidiaries. From 2010 to 2013, Ms. Albanna was Senior Vice President of IEC.From 2004 to 2009, Ms. Albanna was the founder
and principal of Weezies, an online-based business focused on building and operating e-commerce stores and affiliate marketing sites.
From 2003 to 2004, Ms. Albanna was the head of Product Development and Engineering of Qmotions Inc. Qmotions, Inc. used 3-D spatial tracking
and pattern recognition technologies to develop motion-capturing video game controllers. In 2002, Ms. Albanna was VP of Product Development
at Digital Angel Systems where she led the development of devices which combined GPS, wireless, and biosensing. Prior to that, Ms. Albanna
held multiple product development roles with increasing responsibilities for various technology companies in the areas of financial, medical,
telecommunications, integrated circuit layout design, and defense. Ms. Albanna is a co-inventor of two patents related to systems for
localizing, monitoring, and sensing objects. Ms. Albanna received a Bachelor of Science degree in Computer Science with a minor in Mathematics
from California State University, San Bernardino in 1988. Ms. Albanna is the wife of Amro Albanna, our Chief Executive Officer.
Thomas J.Farley, CPA
Chief
Financial Officer
Mr.Farley has been
the Chief Financial Officer since September2021. Prior to this, Mr.Farley was the Principal Accounting Officer and Controller
from October of 2020 to September2021. From December2015 to June2020, Mr.Farley was the Controller of Business
Development Corporation of America (BDCA), a publicly listed business development company. Prior thereto, from January2011
to August2015, Mr.Farley was the Senior Controller of Blackrock Capital Investment Corporation (NASDAQ:BKCC). Prior
to joining BlackRock Capital Investment Corporation, Mr.Farley was a Senior Controller for PineBridge Investments Emerging Markets
practice. Mr.Farley was also an Accounting Manager for Bessemer Venture Partners prior to his tenure at PineBridge. Mr.Farley
began his career with PricewaterhouseCoopers LLP, from 1996 to 2001. Mr.Farley earned his B.S. in Accounting from Long Island University
and is a Certified Public Accountant.
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14
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table represents
information regarding the total compensation for the named executive officers of the Company as of December31, 2024 and 2023:
Name and Principal Position
Year
Salary
(1)
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Restricted
Stock
Units
($)
All Other
Compensation
($)
(3)
Total
($)
Amro Albanna
2024
500,000
-
-
-
-
-
500,000
Chief Executive OfficerandDirector
2023
432,119
-
-
47,114
-
40,000
519,233
Shahrokh Shabahang, D.D.S., MS, Ph.D.
2024
325,000
-
-
-
-
-
325,000
ChiefInnovationOfficer
2023
293,502
-
-
35,336
-
30,000
358,837
Corinne Pankovcin
2024
385,008
-
-
-
-
-
385,008
Chief Mergers Acquisitions Officer
2023
346,774
-
-
23,557
-
20,000
390,331
Thomas J. Farley
2024
364,616
-
-
-
-
-
364,616
Chief Financial Officer
2023
337,894
-
-
23,557
-
20,000
381,451
Matthew Shatzkes
2024
-
-
-
-
-
-
FormerChief Legal Officer General Counsel
(2)
2023
198,670
890,893
-
-
34,076
1,123,639
Option awards represent granted
options at the fair market value as of the date of grant. Restricted stock units represent granted restricted stock units at the fair
market value as of the date of grant.
(1)
2024 salary is reflected on an accrued basis. From time to time in 2024 management has voluntarily forgone their salaried payroll.
(2)
Mr. Shatzkes departed Aditxt in July of 2023.
(3)
All other compensation is inclusive of Pearsanta, Inc. option grants to Mr. Albanna, Dr. Shabahang, Ms. Pankovcin, and Mr. Farley. Mr. Shatzkes received consideration in connection with the Separation and General Release agreement.
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15
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Employment Agreements
Amro Albanna, Chief Executive Officer
On November14, 2021,
the Company entered into an Amended and Restated Employment Agreement with Mr.Amro Albanna, the Chief Executive Officer of the Company
(the Amro Employment Agreement). Pursuant to the Amro Employment Agreement, Mr.Albanna will receive (i)a base
salary at the annual rate of $280,000 for the remainder of calendar year 2021, and effective January1, 2022, $500,000 (prorated
for any partial year) payable in bimonthly installments (ii)the opportunity to earn an annual bonus of 2% of the Companys
earnings before interest, taxes, depreciation, and amortization (EBITDA) with respect to an applicable year for which the bonus is payable,
provided that such bonus will not exceed two (2)times Mr.Albannas base salary, and (iii)eligible to earn an annual
discretionary bonus as determined by the Board or its Compensation Committee in their sole discretion. In addition, for calendar year
2021, Mr.Albanna will be eligible to earn an additional discretionary bonus as determined by the Company.
The term of Mr.Albannas
engagement under the Amro Employment Agreement commences as of the Effective Date (as defined in the Amro Employment Agreement) and continues
until November14, 2023, unless earlier terminated in accordance with the terms of the Amro Employment Agreement. The term of Mr.Albannas
Employment Agreement is automatically renewed for successive one (1)year periods until terminated by Mr.Albanna or the Company.
Under the Amro Employment
Agreement, termination of Mr.Albanna by the Company for Cause, Death, or Disability, (as
such terms are defined in the Amro Employment Agreement), or resignation by Mr.Albanna without Good Reason (as defined
in the Amro Employment Agreement), will not require the Company to pay severance to Mr.Albanna. Upon any such termination, Mr.Albanna
will be entitled to receive any Accrued Compensation (as defined in the Amro Employment Agreement), which in the case of termination by
the Company for Cause or resignation by Mr.Albanna for Good Reason will not include payment of pro rata bonus;
provided
,
however
, if termination of Mr.Albanna by the Company without Cause or resignation by Mr.Albanna
for Good Reason, then under the Amro Employment Agreement will require the Company to pay severance to Mr.Albanna.
Upon any such termination, Mr.Albanna will be entitled to receive any Accrued Compensation and, subject to Mr.Albannas
execution of an irrevocable release, receive (i)on the sixtiethday (60
th
)day following termination, a lump
sum amount equal to twelve (12)months base salary then in effect as of the date of termination, less applicable taxes and withholdings;
(ii)provide reimbursement to Mr.Albannas medical insurance premiums for a period of twelve (12)months following
the date of termination; and (iii)cause any equity awards granted prior to the Effective Date (as defined in the Amro Employment
Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights,
to become fully exercisable.
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16
-
Notwithstanding the foregoing,
under the Amro Employment Agreement, termination of Mr.Albanna by the Company without Cause or resignation by Mr.Albanna for
Good Reason and a Change of Control (as defined in the Amro Employment Agreement) of the Company occurs within six (6)months after
such termination, or within twenty-four (24)months prior to such termination, the Company will pay severance to Mr.Albanna
in connection to such termination. Upon such termination, Mr.Albanna will be entitled to receive any Accrued Compensation, and subject
to Mr.Albannas execution of an irrevocable release, receive (i)on the sixtieth (60
th
)day of termination,
a lump sum cash-payment equal to the product of three times Mr.Albannas salary then in effect as of the date of termination,
less applicable taxes and withholdings; (ii)provide reimbursement to Mr.Albannas medical insurance premiums for a period
of twenty-four (24)months following the date of termination; and (iii)notwithstanding any provision of any stock incentive
plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company,
cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect to all options
and stock appreciation rights, to become fully exercisable for twenty-four (24)months (but not later than when the award would otherwise
expire).
The Amro Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12)months following
any cessation of employment with respect to Mr.Albanna. To the extent any of the payments or benefits provided for under the Amro
Employment Agreement or any other agreement or arrangement between Mr.Albanna and the Company (collectively, the Payments),
(a)constitute an excess parachute payment within the meaning of Section280G (Section280G)
of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b)would otherwise be subject to the
excise tax imposed by Section4999 of the Code (Section4999), then the Company will pay or provide the greater
(whichever gives Mr.Albanna the highest net after-tax amount) of (i)all of the Payments or (ii)the portion of Payments
not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section4999.
Corinne Pankovcin, Chief Mergers and Acquisitions
Officer
On November14, 2021,
the Company entered into a new employment agreement (the Pankovcin Employment Agreement) with the Companys President,
Corinne Pankovcin, pursuant to which Ms. Pankovcin will continue to serve as the Companys President and Secretary until the date
upon which Ms. Pankovcins employment may be terminated in accordance with the terms of the Pankovcin Employment Agreement. In February2023,
the Company formed a wholly-owned subsidiary, Pearsanta, Inc. in order to accelerate the growth of the Companys AditxtScore program
through future strategic revenue and growth oriented transactions. In connection with the formation of Pearsanta, Inc. and Ms. Pankovcins
anticipated role in driving such strategic revenue and growth oriented transactions, Ms. Pankovcin s title was changed from President
to Chief Commercialization Officer, effective April12, 2023.
The term of Ms. Pankovcins
engagement under the Pankovcin Employment Agreement commences as of the Effective Date (as defined in the Pankovcin Employment Agreement)
and continues until November14, 2023, unless earlier terminated in accordance with the terms of the Pankovcin Employment Agreement.
The term of Ms.Pankovcins Employment Agreement is automatically renewed for successive one (1)year periods until terminated
by Ms. Pankovcin or the Company.
Pursuant to the Pankovcin
Employment Agreement, Ms. Pankovcin will receive: (i)a base salary at the annual rate of $250,000 for the remainder of calendar
year 2021, and effective January1, 2022, $385,000 (prorated for any partial year) payable in bimonthly installments and (ii)eligible
to earn an annual discretionary bonus with a target amount of 45% of Base Compensation, which is based on the achievement of performance
objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Pankovcin shall
be eligible to earn an additional discretionary bonus as determined by the Company.
-
17
-
Under the Pankovcin Employment
Agreement, termination of Ms. Pankovcin by the Company for Cause, Death, or Disability, (as
such terms are defined in the Pankovcin Employment Agreement), or resignation by Ms.Pankovcin for Good Reason (as
defined in the Pankovcin Employment Agreement), will not require the Company to pay severance to Ms. Pankovcin. Upon any such termination,
Ms. Pankovcin will be entitled to receive any Accrued Compensation (as defined in the Pankovcin Employment Agreement), which in the case
of termination by the Company for Cause or resignation by Ms. Pankovcin for Good Reason will not include payment of pro rata bonus;
provided
,
however
, if termination of Ms. Pankovcin by the Company without Cause or resignation by Ms. Pankovcin for
Good Reason, then under the Pankovcin Employment Agreement will require the Company to pay severance to Ms. Pankovcin. Upon
any such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation and, subject to Ms. Pankovcins execution
of an irrevocable release, receive: (i)on the sixtiethday (60
th
)day following termination, a lump sum amount
equal to twelve (12)months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii)provide
reimbursement to Ms. Pankovcins medical insurance premiums for a period of twelve (12)months following the date of termination;
and (iii)cause any equity awards granted prior to the Effective Date (as defined in the Pankovcin Employment Agreement), that are
then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable.
Notwithstanding the foregoing,
under the Pankovcin Employment Agreement, termination of Ms. Pankovcin by the Company without Cause or resignation by Ms. Pankovcin for
Good Reason and a Change of Control (as defined in the Pankovcin Employment Agreement) of the Company occurs within six (6)months
after such termination, or within twenty-four (24)months prior to such termination, the Company will pay severance to Ms. Pankovcin
in connection to such termination. Upon such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation, and subject
to Ms. Pankovcins execution of an irrevocable release, receive (i)on the sixtieth (60
th
)day of termination,
a lump sum cash-payment equal to the sum of (A)the product of two times Ms. Pankovcins salary then in effect as of the date
of termination, less applicable taxes and withholdings, and (B)the product of two times Ms. Pankovcins Target Bonus; (ii)provide
reimbursement to Ms. Pankovcins medical insurance premiums for a period of twenty-four (24)months following the date of termination;
and (iii)notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock
agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding
and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four
(24)months (but not later than when the award would otherwise expire).
The Pankovcin Employment
Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12)months
following any cessation of employment with respect to Ms.Pankovcin. To the extent any of the payments or benefits provided for under
the Pankovcin Employment Agreement or any other agreement or arrangement between Ms. Pankovcin and the Company (collectively, the Payments),
(a)constitute an excess parachute payment within the meaning of Section280G (Section280G)
of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b)would otherwise be subject to the
excise tax imposed by Section4999 of the Code (Section4999), then the Company will pay or provide the greater
(whichever gives Ms. Pankovcin the highest net after-tax amount) of (i)all of the Payments or (ii)the portion of Payments
not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section4999.
Thomas J.Farley, Chief Financial Officer
On November14, 2021,
Aditxt, Inc. the Company entered into a new employment agreement (the Farley Employment Agreement) with the Companys
Chief Financial Officer, Thomas Farley, pursuant to which Mr.Farley will continue to serve as the Companys Chief Financial
Officer until the date upon which Mr.Farleys employment may be terminated in accordance with the terms of the Farley Employment
Agreement.
The term of Mr.Farleys
engagement under the Farley Employment Agreement commences as of the Effective Date (as defined in the Farley Employment Agreement) and
continues until November14, 2023, unless earlier terminated in accordance with the terms of the Farley Employment Agreement. The
term of Mr.Farleys Employment Agreement is automatically renewed for successive one (1)year periods until terminated
by Mr.Farley or the Company.
Pursuant to the Farley Employment
Agreement, Mr.Farley will receive: (i)a base salary at the annual rate of $225,000 for the remainder of calendar year 2021,
and effective January1, 2022, $355,000 (prorated for any partial year) payable in bimonthly installments and, (ii)eligible
to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance
objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Mr.Farley will
be eligible to earn an additional discretionary bonus as determined by the Company.
-
18
-
Under the Farley Employment
Agreement, termination of Mr.Farley by the Company for Cause, Death, or Disability, (as
such terms are defined in the Farley Employment Agreement), or resignation by Mr.Farley without Good Reason (as defined
in the Farley Employment Agreement), will not require the Company to pay severance to Mr.Farley. Upon any such termination, Mr.Farley
will be entitled to receive any Accrued Compensation (as defined in the Farley Employment Agreement which in the case of termination by
the Company for Cause or resignation by Mr.Farley for Good Reason will not include payment of pro rata bonus;
provided
,
however
, if termination of Mr.Farley by the Company without Cause or resignation by Mr.Farley
for Good Reason, then under the Farley Employment Agreement will require the Company to pay severance to Mr.Farley.
Upon any such termination, Mr.Farley will be entitled to receive any Accrued Compensation and, subject to Mr.Farleys
execution of an irrevocable release, receive (i)on the sixtiethday (60
th
)day following termination, a lump
sum cash-payment equal to the sum of (A)the product of two times Mr.Farleys salary then in effect as of the date of
termination, less applicable taxes and withholdings, and (B)the product of two times Mr.Farleys Target Bonus (as defined
in the Farley Employment Agreement); (ii)provide reimbursement to Mr.Farleys medical insurance premiums for a period
of twelve (12)months following the date of termination; and (iii)cause any equity awards granted prior to the Effective Date
(as defined in the Farley Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options
and stock appreciation rights, to become fully exercisable.
Notwithstanding the foregoing,
under the Farley Employment Agreement, termination of Mr.Farley by the Company without Cause or resignation by Mr.Farley for
Good Reason and a Change of Control (as defined in the Farley Employment Agreement) of the Company occurs within six (6)months after
such termination, or within twenty-four (24)months prior to such termination, the Company will pay severance to Mr.Farley
in connection to such termination. Upon such termination, Mr.Farley will be entitled to receive any Accrued Compensation, and subject
to Mr.Farleys execution of an irrevocable release, receive (i)on the sixtieth (60
th
)day of termination,
a lump sum cash-payment equal to the product of two times Mr.Farleys salary then in effect as of the date of termination,
less applicable taxes and withholdings; (ii)provide reimbursement to Mr.Farleys medical insurance premiums for a period
of twelve (12)months following the date of termination; and (iii)notwithstanding any provision of any stock incentive plan,
stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause
any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect to all options and
stock appreciation rights, to become fully exercisable (but not later than when the award would otherwise expire).
The Farley Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12)months following
any cessation of employment with respect to Mr.Farley. To the extent any of the payments or benefits provided for under the Farley
Employment Agreement or any other agreement or arrangement between Mr.Farley and the Company (collectively, the Payments),
(a)constitute an excess parachute payment within the meaning of Section280G (Section280G)
of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b)would otherwise be subject to the
excise tax imposed by Section4999 of the Code (Section4999), then the Company will pay or provide the greater
(whichever gives Mr.Farley the highest net after-tax amount) of (i)all of the Payments or (ii)the portion of Payments
not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section4999.
Shahrokh Shabahang, Chief Innovation Officer
On November14, 2021,
the Company entered into a new employment agreement (the Shabahang Employment Agreement) with the Companys
Chief Innovation Officer, Shahrokh Shabahang, pursuant to which Mr.Shabahang will continue to serve as the Companys Chief
Innovation Officer until the date upon which Mr.Shabahangs employment may be terminated in accordance with the terms of the
Shabahang Employment Agreement.
The term of Mr.Shabahangs
engagement under the Shabahang Employment Agreement commences as of the Effective Date (as defined in the Shabahang Employment Agreement)
and continues until November14, 2023, unless earlier terminated in accordance with the terms of the Shabahang Employment Agreement.
The term of Mr.Shabahangs Employment Agreement is automatically renewed for successive one (1)year periods until terminated
by Mr.Shabahang or the Company.
-
19
-
Pursuant to the Shabahang
Employment Agreement, Mr.Shabahang will receive: (i)a base salary at the annual rate of $210,000 for the remainder of calendar
year 2021, and effective January1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii)eligible
to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance
objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Mr.Shabahang
will be eligible to earn an additional discretionary bonus as determined by the Company.
Under the Shabahang Employment
Agreement, termination of Mr.Shabahang by the Company for Cause, Death, or Disability,
(as such terms are defined in the Shabahang Employment Agreement), or resignation by Mr.Shabahang without Good Reason
(as defined in the Shabahang Employment Agreement), will not require the Company to pay severance to Mr.Shabahang. Upon any such
termination, Mr.Shabahang will be entitled to receive any Accrued Compensation (as defined in the Shabahang Employment Agreement),
which in the case of termination by the Company for Cause or resignation by Mr.Shabahang for Good Reason will not include payment
of pro rata bonus;
provided
,
however
, if termination of Mr.Shabahang by the Company without Cause
or resignation by Mr.Shabahang for Good Reason, then under the Shabahang Employment Agreement will require the Company
to pay severance to Mr.Shabahang. Upon any such termination, Mr.Shabahang will be entitled to receive any Accrued Compensation
and, subject to Mr.Shabahangs execution of an irrevocable release, receive: (i)on the sixtiethday (60
th
)day
following termination, a lump sum cash-payment equal to the sum of (A)the product of two times Mr.Shabahangss salary
then in effect as of the date of termination, less applicable taxes and withholdings, and (B)the product of two times Mr.Shabahangs
Target Bonus (as defined in the Shabahang Employment Agreement); (ii)provide reimbursement to Mr.Shabahangs medical
insurance premiums for a period of twelve (12)months following the date of termination; and (iii)cause any equity awards granted
prior to the Effective Date (as defined in the Shabahang Employment Agreement), that are then outstanding and unvested to immediately
vest and, with respect to all options and stock appreciation rights, to become fully exercisable.
Notwithstanding the foregoing,
under the Shabahang Employment Agreement, termination of Mr.Shabahang by the Company for without Cause or resignation by Mr.Shabahang
for Good Reason and a Change of Control (as defined in the Shabahang Employment Agreement) of the Company occurs within six (6)months
after such termination, or within twenty-four (24)months prior to such termination, the Company will pay severance to Mr.Shabahang
in connection to such termination. Upon such termination, Mr.Shabahang will be entitled to receive any Accrued Compensation, and
subject to Mr.Shabahangs execution of an irrevocable release, receive: (i)on the sixtieth (60
th
)day
of termination, a lump sum cash-payment equal to the product of two times Mr.Shabahangs salary then in effect as of the date
of termination, less applicable taxes and withholdings; (ii)provide reimbursement to Mr.Shabahangs medical insurance
premiums for a period of twenty-four (24)months following the date of termination; and (iii)notwithstanding any provision
of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital
stock of the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with
respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24)months (but not later than
when the award would otherwise expire).
The Shabahang Employment
Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12)months
following any cessation of employment with respect to Mr.Shabahang. To the extent any of the payments or benefits provided for under
the Shabahang Employment Agreement or any other agreement or arrangement between Mr.Shabahang and the Company (collectively, the
Payments), (a)constitute an excess parachute payment within the meaning of Section280G (Section280G)
of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b)would otherwise be subject to the
excise tax imposed by Section4999 of the Code (Section4999), then the Company will pay or provide the greater
(whichever gives Mr.Shabahang the highest net after-tax amount) of (i)all of the Payments or (ii)the portion of Payments
not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section4999.
-
20
-
Rowena Albanna, Chief Operating Officer
On November14, 2021,
Aditxt, Inc. (the Company) entered into a new employment agreement (the Rowena Employment Agreement) with
the Companys Chief Operating Officer, Rowena Albanna, pursuant to which Ms.Albanna will continue to serve as the Companys
Chief Operating Officer until the date upon which Ms. Albannas employment may be terminated in accordance with the terms of the
Rowena Employment Agreement.
The term of Ms. Albannas
engagement under the Rowena Employment Agreement commences as of the Effective Date (as defined in the Rowena Employment Agreement) and
continues until November14, 2023, unless earlier terminated in accordance with the terms of the Rowena Employment Agreement. The
term of Ms. Albannas Employment Agreement is automatically renewed for successive one (1)year periods until terminated by
Ms. Albanna or the Company.
Pursuant to the Rowena Employment
Agreement, Ms. Albanna will receive: (i)a base salary at the annual rate of $210,000 for the remainder of calendar year 2021 and
effective January1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii)eligible to
earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance
objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Albanna will be
eligible to earn an additional discretionary bonus as determined by the Company.
Under the Rowena Employment
Agreement, termination of Ms. Albanna by the Company for Cause, Death, or Disability, (as such
terms are defined in the Rowena Employment Agreement), or resignation by Ms. Albanna for Good Reason (as defined in the
Rowena Employment Agreement), will not require the Company to pay severance to Ms. Albanna. Upon any such termination, Ms. Albanna will
be entitled to receive any Accrued Compensation (as defined in the Rowena Employment Agreement), which in the case of termination by the
Company for Cause or resignation by Ms. Albanna for Good Reason will not include payment of pro rata bonus;
provided
,
however
,
if termination of Ms. Albanna by the Company without Cause or resignation by Ms. Albanna for Good Reason (as
such terms are defined in the Rowena Employment Agreement), then under the Rowena Employment Agreement will require the Company to pay
severance to Ms.Albanna. Upon any such termination, Ms. Albanna will be entitled to receive any Accrued Compensation and, subject
to Ms. Albannas execution of an irrevocable release, receive: (i)on the sixtiethday (60
th
)day following
termination, a lump sum amount equal to twelve (12)months base salary then in effect as of the date of termination, less applicable
taxes and withholdings; (ii)provide reimbursement to Ms.Albannas medical insurance premiums for a period of twelve
(12)months following the date of termination; and (iii)cause any equity awards granted prior to the Effective Date (as defined
in the Rowena Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock
appreciation rights, to become fully exercisable.
Notwithstanding the foregoing,
under the Rowena Employment Agreement, termination of Ms. Albanna by the Company without Cause or resignation by Ms. Albanna for Good
Reason and a Change of Control (as defined in the Rowena Employment Agreement) of the Company occurs within six (6)months after
such termination, or within twenty-four (24)months prior to such termination, the Company will pay severance to Ms. Albanna in connection
to such termination. Upon such termination, Ms. Albanna will be entitled to receive any Accrued Compensation, and subject to Ms. Albannas
execution of an irrevocable release, receive: (i)on the sixtieth (60
th
)day of termination, a lump sum cash-payment
equal to the sum of (A)the product of two times Ms. Albannas salary then in effect as of the date of termination, less applicable
taxes and withholdings, and (B)the product of two times Ms. Albannas Target Bonus; (ii)provide reimbursement to Ms.
Albannas medical insurance premiums for a period of twenty-four (24)months following the date of termination; and (iii)notwithstanding
any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating
to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest
and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24)months (but not
later than when the award would otherwise expire).
The Rowena Employment Agreement
also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12)months following
any cessation of employment with respect to Ms.Albanna. To the extent any of the payments or benefits provided for under the Rowena
Employment Agreement or any other agreement or arrangement between Ms. Albanna and the Company (collectively, the Payments),
(a)constitute an excess parachute payment within the meaning of Section280G (Section280G)
of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b)would otherwise be subject to the
excise tax imposed by Section4999 of the Code (Section4999), then the Company will pay or provide the greater
(whichever gives Ms.Albanna the highest net after-tax amount) of (i)all of the Payments or (ii)the portion of Payments
not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section4999.
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21
-
Matthew Shatzkes, Former Chief Legal Officer
and General Counsel
On January28, 2022,
Aditxt, Inc. (the Company) entered into an employment agreement (the Employment Agreement) with Matthew Shatzkes,
the Chief Legal Officer and General Counsel of the Company. Pursuant to the Employment Agreement, Mr.Shatzkes will (i)receive
a base salary at the annual rate of $385,000 (the Base Compensation) payable in bimonthly installments, (ii)receive
a one-time sign-on bonus (the Sign-on Bonus), (iii)a minimum 2022 quarterly bonus (the Minimum 2022 Bonus),
and (iv)will be entitled to earn an annual discretionary bonus beginning in fiscal year 2022.
Following the first anniversary
of the Employment Agreement (the Anniversary Date), in addition to Mr.Shatzkes Base Compensation, Mr.Shatzkes
will be entitled to a minimum quarterly bonus (the Subsequent Year Minimum Bonus). Following the Anniversary Date, in addition
to Mr.Shatzkes Base Compensation and Subsequent Year Minimum Bonus, Mr.Shatzkes will also be eligible to earn an annual
discretionary bonus.
Under the Employment Agreement,
Mr.Shatzkes will also receive (i)a restricted stock unit award that will entitle Mr.Shatzkes to receive 150,000 shares
of the Companys common stock which shall vest immediately, and (ii)a restricted stock unit award of an additional 330,000
shares of the Companys common stock, which shall vest ratably over eight successive equal quarterly installments over a two-year
period commencing on March1, 2022 and ending on December1, 2023.
The term of Mr.Shatzkes
engagement under the Employment Agreement commences on the Effective Date (as defined in the Employment Agreement) and continues until
January16, 2024, unless earlier terminated in accordance with the terms of the Employment Agreement. The term of Mr.Shatzkes
Employment Agreement is automatically renewed for successive one-year periods until terminated by Mr.Shatzkes or the Company.
Under the Employment Agreement,
termination of Mr.Shatzkes by the Company for Cause, Death, or Disability, (as such terms
are defined in the Employment Agreement), or resignation by Mr.Shatzkes without Good Reason (as defined in the Employment
Agreement), will not require the Company to pay severance to Mr.Shatzkes. Upon any such termination, Mr.Shatzkes will be entitled
to receive any Accrued Compensation (as defined in the Employment Agreement), which in the case of termination by the Company for Cause
or resignation by Mr.Shatzkes for Good Reason will not include payment of pro rata bonus. If, however, termination of Mr.Shatzkes
by the Company without Cause, resignation by Mr.Shatzkes for Good Reason or and a Change of Control
(as defined in the Employment Agreement) event occurs, then the Employment Agreement will require the Company to pay severance to Mr.Shatzkes.
Upon any such termination, Mr.Shatzkes will be entitled to receive any Accrued Compensation and, subject to Mr.Shatzkes
execution of an irrevocable release, (i)on the sixtiethday following termination, a lump sum amount equal (a)twelvemonths
of his Base Compensation, Sign-on Bonus and Minimum 2022 Bonus if his Employment Agreement is terminated prior to December31, 2022,
or (b)his Base Compensation and Subsequent Year Minimum Bonus if his Employment Agreement is terminated after December31,
2022; (ii)provide reimbursement to Mr.Shatzkes medical insurance premiums for a period of twelvemonths following
the date of termination; and (iii)notwithstanding any provision of any stock incentive plan, stock option agreement, realization
bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to
that termination that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights,
to become fully exercisable.
To the extent any of the
payments or benefits provided for under the Employment Agreement or any other agreement or arrangement between Mr.Shatzkes and the
Company (collectively, the Payments), (a)constitute an excess parachute payment within the meaning of
Section280G (Section280G) of the Internal Revenue Code of 1986, as amended and restated (the Code),
and (b)would otherwise be subject to the excise tax imposed by Section4999 of the Code (Section4999),
then the Company will pay or provide the greater (whichever gives Mr.Shatzkes the highest net after-tax amount) of (i)all
of the Payments or (ii)the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not
result in the imposition of the excise tax under Section4999.
On
July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of the Company.
In connection with his resignation, the Company entered into a Separation Agreement and General Release (the Separation Agreement).
Pursuant to the Separation Agreement, Mr. Shatzkes employment with the Company terminated on August 4, 2023 (the Termination Date).
In addition, the Company agreed to pay Mr. Shatzkes within seven days after the Termination Date: (i) $122,292.32, representing all accrued
salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts, as those terms are defined in Mr. Shatzkes
employment agreement), and (ii) $32,575.84, representing Mr. Shatzkes accrued, but unused paid time off. The Company also agreed to pay
Mr. Shatzkes: (i) $385,000, representing 12 months of Mr. Shatzkes Base Compensation (as that term is defined in Mr. Shatzkes employment
agreement), and (ii) $290,000, representing Mr. Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr. Shatzkes employment
agreement), on the 60th day following the Termination Date. In addition, the Company shall reimburse Mr. Shatzkes COBRA premium for a
period of 12 months and shall cause any restricted stock units granted to Mr. Shatzkes to immediately vest as of the Termination Date.
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22
-
On
August 15, 2023, the Company entered into an Amendment to Separation Agreement and General Release with Mr. Shatzkes (the Separation
Agreement Amendment). Pursuant to the Separation Agreement Amendment, the Company was required to pay Mr. Shatzkes, upon the earlier
of (i) September 1, 2023 or (ii) two business days following the closing of a capital raise by the Company, an amount equal to $91,060.16,
which amount represents the balance of Mr. Shatzkes Accrued Salary and Wages and Accrued PTO plus an additional $1,000 to serve
as consideration for entering into the Separation Agreement Amendment. In addition, under the Separation Agreement Amendment, the Company
was required to pay Mr. Shatzkes the Severance Base Compensation and the Severance Bonus upon the earlier of (i) the 60
th
day
following the Termination Date or (ii) two business days following the closing of a capital raise by the Company.
Outstanding Equity Awards at Fiscal Year-End
The following table presents
information concerning unexercised options and unvested restricted stock awards for each Named Executive Officer outstanding as of December31,
2024 for Aditxt, Inc.
Option Awards
Restricted
Stock Awards
Restricted
Stock Units
Name
Number of
securities
underlying
unexercised
options (#) exercisable
Number
of
securities
underlying
unexercised
options (#)
unexercisable
Option
Exercise
Price
Option
Expiration
Date
Number
of
securities
underlying
unexercised
restricted
stock
awards(#)
exercisable
Number
of
securities
underlying
unexercised
restricted
stock
awards(#)
unexercisable
Number
of
securities
underlying
unexercised
restricted
stock
units(#)
exercisable
Number
of
securities
underlying
unexercised
restricted
stock
units(#)
unexercisable
AmroAlbanna
1
$
80,000,000.000
October 5, 2027
Amro Albanna
1
$
80,000,000.000
October 5, 2027
Amro Albanna
1
$
50,100.00
November 8, 2033
Corinne Pankovcin
1
$
80,400,00.00
March20, 2025
Corinne Pankovcin
1
$
220,000,000.00
March20, 2025
Corinne Pankovcin
1
$
38,400,000.00
November2, 2030
Corinne Pankovcin
1
$
38,400,000.00
November2,2030
Corinne Pankovcin
1
$
50,100.00
November 8,2033
Thomas J.Farley
1
$
38,400,000.00
November2, 2030
Thomas J.Farley
1
$
50,100.00
November8, 2033
The following table
presents information concerning unexercised options and unvested restricted stock awards for each Named Executive Officer outstanding
as of December31, 2024 for Pearsanta, Inc.
Option Awards
Restricted
Stock Awards
Restricted
Stock Units
Name
Number
of
securities
underlying
unexercised
options (#) exercisable
Number
of
securities
underlying
unexercised
options (#)
unexercisable
Option
Exercise
Price
Option
Expiration
Date
Number
of
securities
underlying
unexercised
restricted
stock
awards(#)
exercisable
Number
of
securities
underlying
unexercised
restricted
stock
awards(#)
unexercisable
Number
of
securities
underlying
unexercised
restricted
stock
units(#)
exercisable
Number
of
securities
underlying
unexercised
restricted
stock
units(#)
unexercisable
AmroAlbanna
33,334
$
1.20
December 18, 2033
CorinnePankovcin
16,667
$
1.20
December18,2033
Thomas J.Farley
16,667
$
1.20
December 18, 2033
-
23
-
Item12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth
certain information regarding beneficial ownership of shares of our common stock as of the Record Date (i) each person known to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) our executive officers and (iv) all directors and
executive officers as a group. Shares are beneficially owned when an individual has voting and/or investment power over the shares or
could obtain voting and/or investment power over the shares within 60 days of the Record Date. Except as otherwise indicated, the persons
named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property
laws, where applicable. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Aditxt, Inc., 2569 Wyandotte
Street, Suite 101, Mountain View, CA 94043.
Number of shares of Common Stock Beneficially Owned
Percentage
Directors and Officers:
Amro Albanna (1)
4
*
%
Shahrokh Shabahang, D.D.S., MS, Ph.D. (2)
4
*
%
Corinne Pankovcin (3)
2
*
%
Rowena Albanna (4)
3
*
%
Brian Brady (5)
2
*
%
Jeffrey Runge, M.D. (6)
3
*
%
Thomas J. Farley (7)
2
*
%
Charles Nelson (8)
2
*
%
Sylvia Hermina
-
*
%
Saundra Pelletier (9)
-
*
%
All directors and executive officers as a group (10 persons)
22
*
%
*
Less than 1%
(1)
Includes (i) 1 share issuable pursuant to options that are fully vested; (ii) 1 share beneficially owned by the Albanna Family Trust, of which Mr. Albanna is the Trustee; (iii) 1 share directly owned by Mr. Albanna; and (iv) 1 Series A Warrant issued as part of the conversion of outstanding accrued compensation through March 31, 2020. Mr. Albanna may be deemed to beneficially own the securities held by his wife Rowena Albanna, the Companys Chief Operating Officer.
(2)
Includes (i) 1 beneficially owned by Shabahang-Hatami Family Trust, of which Shahrokh Shabahang, D.D.S., MS, Ph.D. is the Trustee; (ii) warrants to purchase 2 shares, including 1 Series A Warrant issued as part of the conversion of outstanding accrued compensation through March 31, 2020, and 1 warrant beneficially owned by the Shabahang-Hatami Family Trust; (iii) 1 share directly owned by Mr. Shabahang.
(3)
Includes (i) 1 shares held directly by Ms. Pankovcin; and (ii) 1 shares issuable pursuant to options that are fully vested.
(4)
Includes (i) 1 shares held directly by Ms. Albanna; (ii) 1 shares issuable pursuant to options that are fully vested; and (iii) 1 Series A Warrant issued as part of the conversion of outstanding accrued compensation through March 31, 2020. Ms. Albanna may be deemed to beneficially own the securities held by her husband Amro Albanna, the Companys Chief Executive Officer.
(5)
Includes (i) 1 share held directly by Mr. Brady; and (ii) 1 share issuable pursuant to options that are fully vested.
(6)
Includes (i) 1 share held by Biologue, Inc., over which Dr. Runge has voting and dispositive control; (ii) 1 share held directly by Dr. Runge; and (iii) 1 share issuable pursuant to options that are fully vested. Dr. Runge will not be standing for re-election at the Annual Meeting.
(7)
Includes (i) 1 share held directly by Mr. Farley and (ii) 1 share issuable pursuant to options that are fully vested.
(8)
Includes (i) 1 share held by Siu Kim Athle International, LLC., over which Mr. Nelson has voting and dispositive control and (ii) 1 share issuable pursuant to options that are fully vested.
(9)
Ms. Pelletier will not be standing for re-election at the Annual Meeting.
-
24
-
DELINQUENT SECTION 16(A)REPORTS
Section16(a)of
the ExchangeAct requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC
initial reports of ownership and reports of changes in the ownership of our common stock and other equity securities. Such persons are
required to furnish us copies of all Section16(a)filings. Based solely upon a review of the copies of the forms furnished
to us, we believe that our officers, directors and holders of more than 10% of our common stock complied with all applicable filing requirements.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Except as described below
and except for employment arrangements which are described under executive compensation, during our fiscal years ended December
31, 2024 and December 31, 2023, there has not been, nor is there currently proposed, other than described below, any transaction in which
we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at December31,
2024 and 2023, and any of our directors, executive officers, holders of more than 5% of our Common Stock or any immediate family member
of any of the foregoing had or will have a direct or indirect material interest.
On February 29, 2024, Amro
Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $117,000
and $115,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the February 29th Notes).
Pursuant to the terms of the February 29th Notes, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum
and is due on the earlier of August 29, 2024 or an event of default, as defined therein. As of December 31, 2024, the February 29
th
Notes have an outstanding principal balance of $0 and $40,000 and accrued interest of $6,980. The February 29
th
Notes were
repaid subsequent to December 31, 2024.
On
February 15, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $205,000 to the Company. The loan was evidenced by
an unsecured promissory note (the February 15
th
Note). Pursuant to the terms of the February Note, it will accrue
interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 15, 2024 or an event of
default, as defined therein. As of December 31, 2024, the February 15
th
Note has an outstanding principal balance of $75,000
and accrued interest of $0 as the Company paid off all outstanding interest on December 31, 2024. The February 15
th
Note was
repaid subsequent to December 31, 2024.
On
February 7, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $30,000 to the Company. The loan was evidenced by an
unsecured promissory note (the February 7
th
Note). Pursuant to the terms of the February 7
th
Note,
it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 7, 2024 or
an event of default, as defined therein. As of December 31, 2024, the February 7
th
Note was fully paid off.
On
December 20, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $165,000 to the Company. The loan was evidenced by
an unsecured promissory note (the Second December Note). Pursuant to the terms of the December Note, it will accrue interest
at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of June 20, 2024 or an event of default, as
defined therein. As of December 31, 2024 this loan has been repaid.
On
December 6, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $200,000 to the Company. The loan was evidenced by an
unsecured promissory note (the First December Note). Pursuant to the terms of the December
Note,
it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of June 6, 2024 or
an event of default, as defined therein. As of December 31, 2024 this loan has been repaid.
On
November 30, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $10,000 to the Company. The loan was evidenced by an
unsecured promissory note (the November Note). Pursuant to the terms of the November Note, it will accrue interest at the
Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of May 30, 2024 or an event of default, as defined
therein. As of December 31, 2024 this loan has been repaid.
On
June 12, 2023, Amro Albanna, the Chief Executive Officer of the Company and Shahrokh Shabahang, the Chief Innovation Officer of the Company,
loaned $200,000 and $100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the June
Notes). Pursuant to the terms of the June Notes, each of the June Notes will accrue interest at the Prime rate of eight and one-quarter
percent (8.25%) per annum and is due on the earlier of December 12, 2023 or an event of default, as defined therein. As of December 31,
2024 this loan has been repaid.
-
25
-
On
April 21, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the
Company, loaned $87,523and $100,000, respectively, to the Company. The loans were each evidenced by an unsecured promissory note
(the April Note). Pursuant to the terms each April Note, it will accrue interest at the Prime rate of eight percent (8.00%)
per annum and is due on the earlier of October 21, 2023, or an event of default, as defined therein. As of September 30, 2023, the note
was fully paid off.
On
May 25, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $200,000to the Company. The loan was evidenced by
an unsecured promissory note (the May Note). Pursuant to the terms of the May Note, it will accrue interest at a rate of
eight and one-quarter percent (8.25%) per annum, the Prime rate on the date of signing, and is due on the earlier of November 25, 2023
or an event of default, as defined therein. As of September 30, 2023, the note was fully paid off.
On
June 12, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the
Company, loaned $200,000and $100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the
June Note). Pursuant to the terms of the June Note, it will accrue interest at the Prime rate of eight and one-quarter
percent (8.25%) per annum and is due on the earlier of December 12, 2023, or an event of default, as defined therein. As of September
30, 2023, the June Note was fully paid off.
On
July 11, 2023, we entered into a Subscription and Investment Representation Agreement (the Subscription Agreement) with
Amro Albanna, its Chief Executive Officer, who is an accredited investor (the Purchaser), pursuant to which the Company
agreed to issue and sell one (1) share of the Companys Series C Preferred Stock, par value $0.001 per share (the Preferred
Stock), to the Purchaser for $1,000 in cash. The sale closed on July 11, 2023.
Review,
Approval and Ratification of Related Party Transactions
Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification
of transactions, such as those described above, with our executive officer(s), Director(s)and significant stockholders. We intend
to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors,
so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee
thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
-
26
-
AUDIT COMMITTEE REPORT
The following Audit Committee
Report shall not be deemed to be soliciting material, deemed filed with the SEC or subject to the liabilities
of Section18 of the ExchangeAct. Notwithstanding anything to the contrary set forth in any of the Companys previous
filings under the Securities Actof1933, as amended (the Securities Act), or the ExchangeAct that might
incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall
not be incorporated by reference into any such filings.
The Audit Committee is comprised
of three independent directors (as defined under Nasdaq Listing Rule5605(a)(2)). The Audit Committee operates under a written charter,
which is available on our website at
https://aditxt.com/investor-relations/2325-2/
.
We have reviewed and discussed
with management and the Companys auditors, the Companys audited financial statements as of and for the fiscal year ended
December31, 2024.
We have discussed with dbb
mckennon
,
the Companys independent registered public accounting firm, the matters as required to be discussed by the Public Company Accounting
Oversight Board (the PCAOB) Auditing Standard No. 1301 (Communications with Audit Committees).
We have received the written
disclosures and the letter from dbbmckennon required by applicable requirements of the PCAOB regarding dbb
mckennon
s communications
with the Audit Committee concerning independence, and have discussed with dbb
mckennon
, their independence from management and the
Company.
Based on the review and discussions
referred to above, we recommended to the Board that the financial statements referred to above be included in the Companys Annual
Report on Form10-K for the fiscal year ended December31, 2024 for filing with the SEC.
Submitted by the Audit Committee
Brian Brady, Chairman
Charles Nelson
Jeffrey Runge, M.D.
-
27
-
PROPOSAL
NO. 2:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Our board of directors has
selected dbb
mckennon
to audit our financial statements for the fiscal year ending December31, 2025. dbb
mckennon
has
audited our financial statements since fiscal year 2018.
Although stockholder approval
of the selection of dbb
mckennon
is not required by law, our board of directors believes it is advisable to give stockholders an
opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, the board of directors may reconsider its
selection of dbb
mckennon
.
Fees of Independent Registered Public Accounting
Firm
dbb
mckennon
acted
as the Companys independent registered public accounting firm for theyears ended December31, 2024 and 2023 and for
the interim periods in such fiscalyears. The following table shows the fees that were incurred by the Company for audit and other
services provided by dbb
mckennon
for theyears ended December31, 2024 and 2023.
Year
Ended
December31,
2024
Year
Ended
December31,
2023
Audit Fees
(a)
$
122,753
$
125,735
Tax Fees
(b)
-
-
Other Fees
(c)
53,250
33,325
Total
$
176,003
$
161,083
(a)
Audit fees represent fees for professional services provided in connection with the audit of the Companys annual financial statements and the review of its financial statements included in the Companys Quarterly Reports on Form10-Qand services that are normally provided in connection with statutory or regulatory filings.
(b)
Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning.
(c)
Other fees represent fees related to our filing of certain Registration Statements.
Pre-Approval Policies and Procedures
All audit related services,
tax services and other services rendered by dbb
mckennon
were pre-approved by the Companys Board of Directors. Commencing
in 2020, the Audit Committee was charged with all pre-approval activities with respect to the Companys independent registered
public accounting firm. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed
for the Company by its independent registered public accounting firm. Our independent registered public accounting firm and management
are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public
accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date.
Interests
of Officers and Directors in this Proposal
Our
officers and directors do not have any substantial interest, direct or indirect, in in this proposal.
Required
Vote of Stockholders
The affirmative vote of a
majority of the votes cast at the Annual Meeting is required to ratify the appointment of the independent registered public accounting
firm.
Board
Recommendation
The
board of directors unanimously recommends a vote
FOR
ProposalNo. 2.
-
28
-
PROPOSAL
NO. 3:
THE REVERSE SPLIT PROPOSAL
Background
Our board of directors has
approved an amendment to our Certificate of Incorporation, as amended, to combine the outstanding shares of our common stock into a lesser
number of outstanding shares (a Reverse Stock Split). If approved by the stockholders as proposed, the board of directors
would have the sole discretion to effect the Reverse Stock Split, if at all, within one (1)year of the date the proposal is approved
by stockholders and to fix the specific ratio for the combination within a range of one-for-five (1:5) to a maximum of a one-for-two hundred
fifty (1:250) split. The board of directors has the discretion to abandon the amendment and not implement the Reverse Stock Split.
If approved by our stockholders,
this proposal would permit (but not require) the board of directors to effect a Reverse Stock Split of the outstanding shares of our common
stock within one (1)year of the date the proposal is approved by stockholders, at a specific ratio within a range of one-for-five
(1:5) to a maximum of a one-for-two hundred fifty (1:250) split, with the specific ratio to be fixed within this range by the board of
directors in its sole discretion without further stockholder approval. We believe that enabling the board of directors to fix the specific
ratio of the Reverse Stock Split within the stated range will provide us with the flexibility to implement it in a manner designed to
maximize the anticipated benefits for our stockholders.
In fixing the ratio, the
board of directors may consider, among other things, factors such as: the initial and continued listing requirements of the Nasdaq Capital
Market; the number of shares of our common stock outstanding; potential financing opportunities; and prevailing general market and economic
conditions.
The Reverse Stock Split,
if approved by our stockholders, would become effective upon the filing of the amendment to our certificate of incorporation with the
Secretary of State of the State of Delaware, or at the later time set forth in the amendment. The exact timing of the amendment will be
determined by the board of directors based on its evaluation as to when such action will be the most advantageous to our Company and our
stockholders. In addition, the board of directors reserves the right, notwithstanding stockholder approval and without further action
by the stockholders, to abandon the amendment and the Reverse Stock Split if, at any time prior to the effectiveness of the filing of
the amendment with the Secretary of State of the State of Delaware, the board of directors, in its sole discretion, determines that it
is no longer in our best interest and the best interests of our stockholders to proceed.
The proposed form of amendment
to our certificate of incorporation to effect the Reverse Stock Split is attached as Appendix A to this Proxy Statement. Any amendment
to our certificate of incorporation to effect the Reverse Stock Split will include the Reverse Stock Split ratio fixed by the board of
directors, within the range approved by our stockholders.
Reasons for the Reverse Stock Split
The Companys primary
reasons for approving and recommending the Reverse Stock Split are to make our common stock more attractive to certain institutional investors,
which would provide for a stronger investor base and to increase the per share price and bid price of our common stock to regain compliance
with the continued listing requirements of Nasdaq.
-
29
-
In evaluating whether to
seek stockholder approval for the Reverse Stock Split, our Board took into consideration negative factors associated with reverse stock
splits. These factors include: the negative perception of reverse stock splits that investors, analysts and other stock market participants
may hold; the fact that the stock prices of some companies that have effected reverse stock splits have subsequently declined, sometimes
significantly, following their reverse stock splits; the possible adverse effect on liquidity that a reduced number of outstanding shares
could cause; and the costs associated with implementing a reverse stock split. Even if our stockholders approve the Reverse Stock Split,
our Board reserves the right not to effect the Reverse Stock Split if in our Boards opinion it would not be in the best interests
of the Company or our stockholders to effect such Reverse Stock Split.
Reducing the number of outstanding
shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of
our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may
adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed,
will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock
Split, that as a result of the Reverse Stock Split we will be able to meet or maintain a bid price over the minimum bid price requirement
of Nasdaq or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market
price per share of our common stock after the Reverse Stock Split will increase in proportion to the reduction in the number of shares
of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after
the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.
In addition, the Company
believes the Reverse Stock Split will make its common stock more attractive to a broader range of investors, as it believes that the current
market price of the common stock may prevent certain institutional investors, professional investors and other members of the investing
public from purchasing stock. Many brokerage houses and institutional investors have internal policies and practices that either prohibit
them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers.
Furthermore, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive
to brokers. Moreover, because brokers commissions on low-priced stocks generally represent a higher percentage of the stock price
than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying
transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher. The
Company believes that the Reverse Stock Split will make our common stock a more attractive and cost effective investment for many investors,
which in turn would enhance the liquidity of the holders of our common stock.
Potential Effects of the Proposed Amendment
If our stockholders approve
the Reverse Stock Split and the board of directors effects it, the number of shares of common stock issued and outstanding will be reduced,
depending upon the ratio determined by the board of directors. The Reverse Stock Split will affect all holders of our common stock uniformly
and will not affect any stockholders percentage ownership interest in the Company, except that as described below in Fractional
Shares, record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because
they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional
fraction of a share of common stock to round up to the next whole share. In addition, the Reverse Stock Split will not affect any stockholders
proportionate voting power (subject to the treatment of fractional shares).
-
30
-
The Reverse Stock Split will
not change the terms of the common stock. Additionally, the Reverse Stock Split will have no effect on the number of common stock that
we are authorized to issue. After the Reverse Stock Split, the shares of common stock will have the same voting rights and rights to dividends
and distributions and will be identical in all other respects to the common stock now authorized. The common stock will remain fully paid
and non-assessable.
After the effective time
of the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements of the ExchangeAct.
Registered Book-Entry Holders
of Common Stock
Our registered holders of
common stock hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have
stock certificates evidencing their ownership of the common stock. They are, however, provided with statements reflecting the number of
shares registered in their accounts.
Stockholders who hold shares
electronically in book-entry form with the transfer agent will not need to take action to receive evidence of their shares of post-Reverse
Stock Split common stock.
Holders of Certificated Shares of Common Stock
Stockholders holding shares
of our common stock in certificated form will be sent a transmittal letter by the transfer agent after the effective time of the Reverse
Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s)representing
shares of our common stock (the
Old Certificates
) to the transfer agent. Unless a stockholder specifically requests
a new paper certificate or holds restricted shares, upon the stockholders surrender of all of the stockholders Old Certificates
to the transfer agent, together with a properly completed and executed letter of transmittal, the transfer agent will register the appropriate
number of shares of post-Reverse Stock Split common stock electronically in book-entry form and provide the stockholder with a statement
reflecting the number of shares registered in the stockholders account. No stockholder will be required to pay a transfer or other
fee to exchange his, her or its Old Certificates. Until surrendered, we will deem outstanding Old Certificates held by stockholders to
be cancelled and only to represent the number of shares of post-Reverse Stock Split common stock to which these stockholders are entitled.
Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be
exchanged for appropriate number of shares of post-Reverse Stock Split common stock. If an Old Certificate has a restrictive legend on
its reverse side, a new certificate will be issued with the same restrictive legend on its reverse side.
STOCKHOLDERS SHOULD NOT
DESTROY ANY STOCK CERTIFICATE(S)AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S)UNTIL REQUESTED TO DO SO.
Fractional Shares
We will not issue fractional
shares in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares
because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an
additional fraction of a share of common stock to round down to the next whole share. In any event, cash will not be paid for fractional
shares.
Effect of the Reverse Stock Split on Outstanding
Stock Options and Warrants
Based upon the Reverse Stock
Split ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable
upon the exercise of all outstanding options and warrants. This would result in approximately the same aggregate price being required
to be paid under such options or warrants upon exercise, and approximately the same value of shares of common stock being delivered upon
such exercise immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number
of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the Reverse Stock Split ratio.
-
31
-
Accounting Matters
The proposed amendment to
our Certificate of Incorporation will not affect the par value of our common stock. As a result, at the effective time of the Reverse
Stock Split, the stated capital on our balance sheet attributable to the common stock will be reduced in the same proportion as the Reverse
Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced.
The per share net income or loss will be restated for prior periods to conform to the post-Reverse Stock Split presentation.
Certain Federal Income Tax Consequences of
the Reverse Stock Split
The following summary describes,
as of the date of this proxy statement, certain U.S.federal income tax consequences of the Reverse Stock Split to holders of our
common stock. This summary addresses the tax consequences only to a U.S.holder, which is a beneficial owner of our common stock
that is either:
●
an individual citizen or resident of the UnitedStates;
●
a corporation, or other entity taxable as a corporation for U.S.federal income tax purposes, created or organized in or under the laws of the UnitedStates or any state thereof or the District of Columbia;
●
an estate, the income of which is subject to U.S.federal income taxation regardless of its source; or
●
a trust, if: (i)a court within the UnitedStates is able to exercise primary jurisdiction over its administration and one or more U.S.persons has the authority to control all of its substantial decisions or (ii)it was in existence before August20, 1996 and a valid election is in place under applicable Treasury regulations to treat such trust as a U.S.person for U.S.federal income tax purposes
This summary is based on
the provisions of the Internal Revenue Code of 1986, as amended (the Code), U.S.Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S.federal
income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect
on the U.S.federal income tax consequences of the Reverse Stock Split.
This summary does not address
all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general
application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also
does not address the tax consequences to (i)persons that may be subject to special treatment under U.S.federal income tax
law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt
organizations, U.S.expatriates, persons subject to the alternative minimum tax, persons whose functional currency is not the U.S.dollar,
partnerships or other pass-through entities, traders in securities that elect to mark to market and dealers in securities or currencies,
(ii)persons that hold our common stock as part of a position in a straddle or as part of a hedging transaction,
conversion transaction or other integrated investment transaction for federal income tax purposes or (iii)persons
that do not hold our common stock as capital assets (generally, property held for investment). This summary does not address
backup withholding and information reporting. This summary does not address U.S.holders who beneficially own common stock through
a foreign financial institution (as defined in Code Section1471(d)(4)) or certain other non-U.S.entities specified
in Code Section1472. This summary does not address tax considerations arising under any state, local or foreign laws, or under federal
estate or gift tax laws.
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If a partnership (or other
entity classified as a partnership for U.S.federal income tax purposes) is the beneficial owner of our common stock, the U.S.federal
income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.
Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S.federal
income tax consequences of the Reverse Stock Split.
Each holder should consult
his, her or its own tax advisors concerning the particular U.S.federal tax consequences of the Reverse Stock Split, as well as the
consequences arising under the laws of any other taxing jurisdiction, including any foreign, state, or local income tax consequences.
General Tax Treatment of the Reverse Stock
Split
The Reverse Stock Split is
intended to qualify as a reorganization under Section368 of the Code that should constitute a recapitalization
for U.S.federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization, a U.S.holder generally
will not recognize gain or loss upon the exchange of our ordinary shares for a lesser number of ordinary shares, based upon the Reverse
Stock Split ratio. A U.S.holders aggregate tax basis in the lesser number of ordinary shares received in the Reverse Stock
Split will be the same such U.S.holders aggregate tax basis in the shares of our common stock that such U.S.holder
owned immediately prior to the Reverse Stock Split. The holding period for the ordinary shares received in the Reverse Stock Split will
include the period during which a U.S.holder held the shares of our common stock that were surrendered in the Reverse Stock Split.
The UnitedStates Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of our
common stock surrendered to the shares of our common stock received pursuant to the Reverse Stock Split. U.S.holders of shares of
our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the
tax basis and holding period of such shares.
THE FOREGOING IS INTENDED
ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE A TAX OPINION. EACH HOLDER
OF OUR COMMON SHARES SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM AND FOR REFERENCE
TO APPLICABLE PROVISIONS OF THE CODE
.
Interests of Officers and Directors in this
Proposal
Our officers and directors
do not have any substantial interest, direct or indirect, in in this proposal.
Required Vote of Stockholders
The affirmative vote of the
holders of a majority of the outstanding shares of our common stock is required to approve this proposal.
Board Recommendation
The board of directors unanimously
recommends a vote
FOR
ProposalNo. 3.
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PROPOSAL
NO. 4:
AUTHORIZATION TO ADJOURN THE ANNUAL MEETING
IF NECESSARY OR APPROPRIATE
At the Annual Meeting, we
may ask our stockholders to vote on a proposal to adjourn the Annual Meeting if necessary or appropriate in the sole discretion of our
Board of Directors, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual
Meeting or any adjournment or postponement of the Annual Meeting to approve any of the other proposals.
If at the Annual Meeting
the number of shares authorized to vote present or represented by proxy and voting in favor of a proposal is insufficient to approve such
proposal, then our Board of Directors may hold a vote on each proposal that has garnered sufficient votes, if any, and then move to adjourn
the Annual Meeting as to the remaining proposals in order to solicit additional proxies in favor of those remaining proposals.
Alternatively, even if there
are sufficient shares authorized to vote present or represented by proxy voting in favor of all of the proposals, our Board of Directors
may hold a vote on the adjournment proposal if, in its sole discretion, it determines that it is necessary or appropriate for any reason
to adjourn the Annual Meeting to a later date and time. In that event, the Company will ask its stockholders to vote only upon the adjournment
proposal and not any other proposal.
Any adjournment may be made
without notice (if the adjournment is not for more than thirtydays and a new record date is not fixed for the adjourned meeting),
other than by an announcement made at the Annual Meeting of the time, date and place of the adjourned meeting.
Any adjournment of the Annual
Meeting will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Annual
Meeting as adjourned.
If we adjourn the Annual
Meeting to a later date, we will transact the same business and, unless we must fix a new record date, only the stockholders who were
eligible to vote at the original meeting will be permitted to vote at the adjourned meeting.
Required
Vote of Stockholders
The affirmative vote of a
majority of the votes cast at the Annual Meeting is required to approve ProposalNo. 4.
Board
Recommendation
The
board of directors recommends a vote
FOR
ProposalNo. 4.
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OTHER
MATTERS
The
board of directors knows of no other business, which will be presented to the Annual Meeting. If any other business is properly brought
before the Annual Meeting, proxies will be voted in accordance with the judgment of the persons voting the proxies. The proxies also
have discretionary authority to vote to adjourn the Annual Meeting, including for the purpose of soliciting votes in accordance with
our board of directors recommendations.
We will bear the cost of
soliciting proxies in the accompanying form. In addition to the use of the mails, proxies may also be solicited by our directors, officers
or other employees, personally or by telephone, facsimile or email, none of whom will be compensated separately for these solicitation
activities. We have engaged Kingsdale Advisors to assist in the solicitation of proxies. We will pay a fee of approximately $12,500 plus
reasonable out-of-pocket charges.
If you do not plan to attend
the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return
your proxy promptly. In the event you are able to attend the Annual Meeting virtually, at your request, we will cancel your previously
submitted proxy.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR
Stockholders who intend to
have a proposal considered for inclusion in our proxy materials for presentation at our 2025 Annual Meeting of Stockholders must submit
the proposal to us at our corporate headquarters no later than April 16, 2026, which proposal must be made in accordance with the provisions
of Rule14a-8 of the ExchangeAct. Stockholders who intend to present a proposal at our 2026 Annual Meeting of Stockholders
without inclusion of the proposal in our proxy materials are required to provide notice of such proposal to our Corporate Secretary so
that such notice is received by our Corporate Secretary at our principal executive offices on or after May 19, 2026 but no later than
June 18, 2026. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements.
HOUSEHOLDING
The SEC has adopted rules
that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and other Annual Meeting
materials with respect to two or more stockholders sharing the same address by delivering a proxy statement or other Annual Meeting materials
addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for
stockholders and cost savings for companies. Stockholders who participate in householding will continue to be able to access and receive
separate proxy cards.
If
you share an address with another stockholder and have received multiple copies of our proxy materials, you may write or call us at the
address and phone number below to request delivery of a single copy of the notice and, if applicable, other proxy materials in the future.
We undertake to deliver promptly upon written or oral request a separate copy of the proxy materials, as requested, to a stockholder
at a shared address to which a single copy of the proxy materials was delivered. If you hold stock as a record stockholder and prefer
to receive separate copies of our proxy materials either now or in the future, please contact us at 2569 Wyandotte St., Suite 101, Mountain
View, CA 94043, Attn: Corporate Secretary. If your stock is held through a brokerage firm or bank and you prefer to receive separate
copies of our proxy materials either now or in the future, please contact your brokerage firm or bank.
ANNUAL
REPORT
Copies of our Annual Report
on Form10-K for the fiscal year ended December31, 2024 may be obtained without charge by writing to the Companys Secretary,
Aditxt, Inc., 2569 Wyandotte St., Suite 101, Mountain View, CA 94043. The Notice, our Annual Report on Form10-K and this proxy statement
are also available online at
www.proxyvote.com
.
BY ORDER OF THE BOARD OF DIRECTORS
August 8, 2025
/s/ Amro Albanna
Amro Albanna
Chief Executive Officer and
Chairman of the Board of Directors
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APPENDIX A
CERTIFICATE OF AMENDMENT
to the
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
of
ADITXT, INC.
ADITXT, INC., a corporation
organized and existing under the General Corporation Law of the State of Delaware (the Corporation), does hereby certify
as follows:
FIRST: The name of the Corporation
is Aditxt, Inc. The Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the Secretary
of State) on September 28, 2017, as amended ( the Certificate of Incorporation).
SECOND: ARTICLE IV, SECTION
I of the Corporations Certificate of Incorporation shall be amended by inserting Subsection (e) at the end of such
section which shall read as follows:
e.
Reverse Stock Split
.
As of [*], 2025 at 4:01 p.m. Eastern Time (the Effective Time) of this Certificate of Amendment pursuant to the Section
242 of the General Corporation Law of the State of Delaware, each [*] ([*]) shares of the Corporations Common Stock, issued and
outstanding immediately prior to the Effective Time (the Old Common Stock) shall automatically without further action on
the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid
and nonassessable shares of common stock, par value of $0.001 per share (the New Common Stock), subject to the treatment
of fractional share interests as described below (the Reverse Stock Split). The conversion of the Old Common Stock into
New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common
Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to
this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon
the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional
share created as a result of such Reverse Stock Split.
THIRD: The stockholders of
the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized
officer as of the [*]
h
day of [*], 2025.
ADITXT, INC.
By:
Name:
Amro Albanna
Title:
Chief Executive Officer
A-
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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR
WHICH
THE 13F WAS FILED.
FUND
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VALUE ($)
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