Aditxt Inc 2026 Qúndì Bàogào

As of May 20, 2026, the registrant had 815,922 and815,921sharesof common stock, $0.001 par value per share, issued andoutstanding, respectively. Table of Contents Cautionary Note Regarding Forward-Looking Statements and Industry Data ii PART I FINANCIAL INFORMATION Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025Notes to Condensed Consolidated Financial Statements PART II OTHER INFORMATION Item 1.Legal Proceedings42Item1A.Risk Factors42 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harborprovisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as“may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or thenegative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations,assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial ●our financial situation creates doubt whether we will continue as a going concern; ●the Company’s receipt of a Nasdaq staff determination letter notifying the Company that it had determined to delist theCompany’s securities from The Nasdaq Capital Market, the Company’s intent to appeal that determination, the timingand outcome of any appeal (including any stay of a delisting), the Company’s ability to regain or maintain compliance ●we have generated no significant revenue from commercial sales to date, and our future profitability is uncertain; ●if we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product ●we may need to raise additional funding, which may not be available on acceptable terms, or at all; ●even if we can raise additional funding, we may be required to do so on terms that are dilutive to you; ●the regulatory approval process is expensive, time-consuming and uncertain and may prevent us from obtainingapprovals for the commercialization of our future product candidates, if any; ●we may encounter substantial delays in completing our clinical studies which in turn will require additional costs, or wemay fail to demonstrate adequate safety and efficacy to the satisfaction of applicable regulatory authorities; ●if our future pre-clinical development and future clinical Phase I/II studies are unsuccessful, we may be unable to obtainregulatory approval of, or commercialize, our product candidates on a timely basis or at all; ●even if we receive regulatory approval for any of our product candidates, we may not be able to successfullycommercialize the product and the revenue that we generate from their sales, if any, may be limited; ●adverse events involving our products may lead the FDA or applicable foreign regulatory agency to delay or denyclearance for our products or result in product recalls that could harm our reputation, business and financial results; ●certain technologies are subject to licenses from LLU and Stanford (as defined below), each of which are revocable incertain circumstances, including in the event we do not achieve certain payments and milestone deadlines. Without these ●if we were to lose our CLIA certification or state laboratory licenses, whether as a result of a revocation, suspension orlimitation, we would no longer be able to offer our assays (including our AditxtScore™ platform), which would limit ourrevenues and harm our business. If we were to lose, or fail to obtain, a license in any other state where we are required to ●our results of operations will be affected by the level of royalty and milestone payments that we are required to pay to ●we face substantial competition, which may result in others discovering, developing or commercializing products beforeor more successfully than we do; ●our technologies and products under development, and our business, may fail if we are not able to successfullycommercialize them and ultimately generate significant revenues as a result; ●customers may not adopt our products quickly, or at all; ●the failure to obtain or maintain patents, licensing agreements and other intellectual property could materially impact ourability to compete effectively; ●some of our intellectual property may be subject to “march-in” rights by the U.S. federal government; ●we do not expect to pay dividends in the foreseeable future; ●we have issued a significant number of shares of convertible preferred stock and warrants and may continue to do so inthe future. The conversion and/or exercise of these securities and the sale of the shares of common stock issuable ●we may enga