Aditxt Inc. 美股招股说明书（2026年4月23日版）

Up to 148,278,241 Shares of Common Stock Aditxt, Inc. Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resalebasis up to an aggregate of 148,278,241 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) ofAditxt, Inc. (the “Company,” “we,” “us” or “our”) comprised of (i) up to 9,383,524 shares of Common Stock issuable upon theexercise of outstanding exchange warrants at an exercise price of $0.50 per share for a term of five and one-half years from the date ofissuance (the “Exchange Warrants”); (ii) up to 12,882,010 shares of Common Stock issuable upon the exercise of outstanding Julywarrants at an exercise price of $0.50 per share for a term of twenty-four months from the date of issuance (the “July Warrants”); (iii)up to 111,644,055 shares of Common Stock issuable upon the exercise of outstanding series C-1 warrants at an exercise price of $0.50per share for a term of five years from the date of issuance (the “Series C-1 Warrants”); (iv) up to 7,037,661 shares of Common Stockissuable upon the exercise of outstanding Dawson James placement agent warrants at an exercise price of $0.50 per share for a term offive and one-half years from the date of issuance (the “DJ Placement Agent Warrants”); and (v) up to 7,330,991 shares of CommonStock issuable upon the exercise of outstanding H.C. Wainwright placement agent warrants at an exercise price of $0.50 per share for aterm of five and one-half years from the date of issuance (the “HCW Placement Agent Warrants” and together with the ExchangeWarrants, the July Warrants, the Series C-1 Warrants and the DJ Placement Agent Warrants, the “Warrants”). The Exchange Warrants We will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock. Upon any exerciseof the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, ifexercised in cash withrespect to the Shares offered hereby, would result in gross proceeds to us of approximately $74.14 million. However, we cannot predict The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest identified in thisprospectus may offer the Shares from time to time through public or private transactions at fixed prices, at prevailing market prices atthe time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.The registration of the Shares on behalf of the Selling Stockholders; however, does not necessarily mean that the Selling Stockholderswill offer or sell their Shares under this registration statement or at any time in the near future. We provide more information about Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ADTX”. On April 20, 2026, the closing priceper share of our Common Stock as reported on The Nasdaq Capital Market was $0.347 per share.We may amend or supplement thisprospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page 14 of this prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVEDOR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS ISTRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is April 21, 2026. You should rely only on the information provided in this prospectus, as well as the information incorporated by reference intothis prospectus and any applicable prospectus supplement. Neither we nor the Selling Stockholders have authorized anyone to provideyou with different information. We take no responsibility for, and can provide no assurance as to the reliability of, any informationother than the information in this prospectus, any amendment or supplement to this prospectus, and any free writing prospectusprepared by us or on our behalf.Neither we nor the Selling Stockholders are making an offer of these securities in any jurisdictionwhere the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. Under thisshelf registration process, we and the Selling Stockholders may, from time to time, issue, offer and sell, as applicable, any combinationof the securities described in this prospectus in one or more offerings. The Selling Stockholders may use the shelf registrationstatement to sell up to an aggregate of 148,278,241 shares of Common Stock issuable upon exercise of the Warrants, from time to timethrough an