shoondale
5 days ago
https://www.streetinsider.com/SEC+Filings/Form+DEF+14A+Aditxt%2C+Inc.+For%3A+Feb+28/24253726.html
We are pleased to invite you to attend the special meeting of stockholders (the โSpecial Meetingโ) of Aditxt, Inc. (the โCompanyโ), which will be held on February 28, 2025 at 12:00 PM ET.
The Special Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/ADTX2025SM.
In addition to voting by submitting your proxy prior to the Special Meeting, you also will be able to vote your shares electronically during the Special Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the Special Meeting, the holders of our outstanding common stock will act on the following matters:
1. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023 (the โSeries A-1 Proposalโ);
2. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 (the โSeries C-1 Proposalโ);
3. To approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024 (the โJuly Warrant Proposalโ);
4. 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 โreverse stock split,โ 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 โReverse Stock Split Proposalโ);
5. To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the โAdjournment Proposalโ); and
6. To transact such other matters as may properly come before the Special Meeting and any adjournment or postponement thereof.
Our board of directors has fixed January 21, 2025 as the record date (the โRecord Dateโ) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting.