v3.26.1
Accounting Policies, by Policy (Policies)
 3 Months Ended
Mar. 31, 2026
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2026 and 2025. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed consolidated financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods. 
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Fair Value Measurements and Fair Value of Financial Instruments

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

  Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
  Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
  Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates, with the exception of the derivative liability.

The following table provides a summary of financial instruments that are measured at fair value as of March 31, 2026.

   Fair   Fair Value Measurement Using 
   Value   Level 1   Level 2   Level 3   Total 
Derivative liabilities  $35,450,735   $
—
   $35,450,735   $
—
   $35,450,735 
Investment in Evofem warrants   3,160,058    
—
    3,160,058    
—
    3,160,058 
Evofem Notes   4,007,664    
—
    
—
    4,007,664    4,007,664 
Total  $42,618,457   $
—
   $38,610,793   $4,007,664   $42,618,457 

The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2025.

   Fair   Fair Value Measurement Using 
   Value   Level 1   Level 2   Level 3   Total 
Derivative liabilities  $2   $
—
   $2   $
—
   $2 
Investment in Evofem warrants   3,135,054    
—
    3,135,054    
—
    3,135,054 
Evofem Notes   3,899,859    
—
    
—
    3,899,859    3,899,859 
Total  $7,034,915   $
—
   $3,135,056   $3,899,859   $7,034,915 
Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits.

The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held.
Cash

Cash

Cash includes short-term, liquid investments with maturities less than 90 days.
Accounts Receivable and Current Expected Credit Losses

Accounts Receivable and Current Expected Credit Losses

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of March 31, 2026 and December 31, 2025, gross accounts receivable was $11,974 and $0, respectively. As of March 31, 2026 and December 31, 2025, there was a current expected credit loss of $0 and $0, respectively. Accounts receivable is made up of billed and unbilled of $3,574 and $8,400 as of March 31, 2026, respectively, and $0 and $0 as of December 31, 2025, respectively.
Inventory

Inventory

Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable.
Fixed Assets

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets.

Useful lives assigned to fixed assets are as follows:

Computers   Three years to five years
Lab Equipment   Seven to ten years
Office Furniture   Five to ten years
Other Fixed Assets   Five to ten years
Leasehold Improvements   Shorter of estimated useful life or remaining lease term
Intangible Assets

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment.
Convertible Notes Receivable

Convertible Notes Receivable

The Company accounts for its convertible notes receivable in accordance with the FASB Accounting Standards Codification 320, Investments – Debt and Equity Securities (“ASC 320”). The convertible notes receivable are classified as available for sale.

Amortization of discount or premium as well as loan origination, commitment, and other fees and costs recognized as an adjustment of the effective interest rate are to be included in interest income. The convertible notes receivable are presented as the carrying value net of any impairment. (See Note 7)
Allowance for Credit Losses

Allowance for Credit Losses

The Company maintains an allowance for credit losses on convertible notes receivable measured at amortized cost within the scope of ASC 326, Financial Instruments—Credit Losses. The allowance for credit losses represents management’s estimate of expected lifetime credit losses and is measured using the current expected credit loss (“CECL”) model.

In developing the allowance, the Company considers a combination of quantitative and qualitative factors, including (i) historical loss experience for assets with similar risk characteristics, (ii) current economic conditions, and (iii) reasonable and supportable forecasts of future economic conditions that may affect the collectability of the related financial assets. Financial assets that do not share similar risk characteristics are evaluated on an individual basis.

The Company updates its estimates of expected credit losses at each reporting date. For convertible notes receivable, expected credit losses are based on specific analyses of the borrower’s financial condition, the value of underlying collateral when applicable, collectability, and other relevant factors.

Management believes the allowance for credit losses as of the reporting date is adequate to absorb the Company’s expected losses over the contractual lives of the related financial assets.
Investments

Investments

The Evofem investment is included in its own line item on the Company’s consolidated balance sheets.

Under ASC 321, the Company accounts for equity investments at fair value. If fair value is not readily determinable or marketable, the Company values at cost less impairment.

Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any. All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net.

We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value. For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary.

The Evofem F-1 Preferred Stock is recorded at cost less impairment and the Evofem warrants are recorded at fair value. The Evofem F-1 Preferred Stock is recorded as cost due to it being a non-marketable equity investment. The Evofem warrants are valued at fair market value due to having a readily determinable fair value.

The following table sets forth a summary of the components in equity investments.

   March 31,
2026		 
Evofem warrants, at fair value  $3,160,058 
Evofem F-1 Preferred Stock, net   3,511,002 
As of March 31, 2026  $6,671,060 

The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321 for the shares of Evofem F-1 Preferred Stock and fair value for the Evofem warrants.

   For the
three months
ended
March 31,
2026		 
As of December 31, 2025  $6,646,056 
Change in fair value of Evofem Warrants   25,004 
As of March 31, 2026  $6,671,060 

During the three months ended March 31, 2026, the Company recorded a change in the fair value of the Evofem warrants of $25,004.
Impairment of long-lived assets

Impairment of long-lived assets

The Company reviews and evaluates the net carrying value of its long-lived assets at least annually, or upon the occurrence of other events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. Per ASC 360-10-35-21, a long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Per ASC 360-10-35-17, an impairment loss shall be recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. During the three months ended March 31, 2026, the Company recorded an impairment on its fixed assets of $32,275. (See Note 4)
Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

As of March 31, 2026 and December 31, 2025, accounts payable and accrued expenses was comprised of:

   March 31,
2026		   December 31,
2025		 
Accounts payable  $7,728,747   $7,340,490 
Accrued wages   
-
    52,689 
Accrued interest   189,084    300,041 
Other   
-
    190 
Total accounts payable and accrued expenses  $7,917,831   $7,693,410 
Derivative Liabilities

Derivative Liabilities

The Company evaluates its options, warrants, other equity instruments, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

On February 13, 2026, at the reconvened Special Meeting of Stockholders, the Company’s stockholders approved the terms associated with the Series A-1 Preferred Stock and Series C-1 Preferred Stock. As approved, these instruments contain provisions that permit conversion at an alternate conversion amount, upon the occurrence of specified triggering thresholds set forth in the applicable Certificates of Designation, and voluntary adjustment of the conversion price by the Company. As of the reporting date, the Series A-1 and Series C-1 Preferred Stock are currently subject to the alternate conversion provisions. The Company has determined that a derivative feature exists on its shares of 20,552 shares of Series A-1 Convertible Preferred Stock, 2,689 shares of Series B-1 Convertible Preferred Stock, 2,625 shares of Series B-2 Convertible Preferred Stock, and 896 shares of Series C-1 Convertible Preferred Stock. This derivative arose from a conversion feature of these classes of preferred stock that allows for 50% additional shares to be issued under certain circumstances, in this case the failure to file the applicable registration statement.

On February 13, 2026, at the reconvened Special Meeting of Stockholders, the Company’s stockholders approved the terms and shares underlying 698,818 of the Company’s warrants. The Company has determined that a derivative feature exists on 698,818 of the Company’s warrants. This derivative arose from the warrants contain a lack of a floor price and reset provisions leading to a variable number of shares that can be issued on the exercise of these warrants.

The Company valued the derivative using a Black-Scholes Model. For the three months ended March 31, 2026, the fair value the derivative was estimated using the assumption and/or factors in the Black-Scholes Model as follows:

Exercise price  $18.63 
Expected dividend yield   0%
Risk free interest rate   3.92%
Expected life in years   5.00 
Expected volatility   178%

The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of the preferred stock.

The Company determined the expected volatility assumption for the preferred stock granted using the historical volatility of the Company’s common stock.

The dividend yield assumption for the instruments granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.

The Company recognizes forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates.

The following table sets forth a summary of the fair value of the derivative liability.

   March 31,
2026		   December 31,
2025		 
Fair value of derivative liability of Series A-1 Convertible Preferred Stock  $14,064,288   $
      -
 
Fair value of derivative liability of Series B-1 Convertible Preferred Stock   1,840,155    1 
Fair value of derivative liability of Series B-2 Convertible Preferred Stock   1,796,358    1 
Fair value of derivative liability of Series C-1 Convertible Preferred Stock   613,157    
-
 
Fair value of derivative liability of warrants   17,136,777    
-
 
Total derivative liability  $35,450,735   $2 
Income Taxes

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At March 31, 2026 and December 31, 2025, the Company had a full valuation allowance against its deferred tax assets.
Offering Costs

Offering Costs

Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount.
Revenue Recognition

Revenue Recognition

In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

  1) Identify the contract with a customer
  2) Identify the performance obligations in the contract
  3) Determine the transaction price
  4) Allocate the transaction price to performance obligations in the contract
  5) Recognize revenue when or as the Company satisfies a performance obligation

Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScoreTM report is delivered to the customer. The services performed include the analysis of specimens received in the Company’s CLIA laboratory and the generation of results which are then delivered upon completion.

The Company recognizes revenue in the following manner for the following types of customers:

Client Payers:

Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding.

Cash Pay:

Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay.

Insurance:

Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements.
Leases

Leases

The Company determines if an arrangement is a lease or implicitly contains a lease as well as if the lease is classified as an operating or finance lease in accordance with ASC 842, Leases (ASC 842), at inception based on the lease definition. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date or the adoption date for existing leases based on the present value of lease payments over the lease term using an estimated discount rate.

Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment.

We have made a policy election regarding our real estate leases not to separate nonlease components from lease components, to the extent they are fixed. Nonlease components that are not fixed are expensed as incurred as variable lease expense. Our leases for laboratory and office facilities typically include variable nonlease components, such as common-area maintenance costs. We have also elected not to record on the consolidated balance sheets a lease that has a lease term of twelve months or less and does not contain a purchase option that we are reasonably certain to exercise.

Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets.
Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services.
Patents

Patents

The Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred. During the three months ended March 31, 2026 and 2025, the Company incurred patent licensing fees of $44,595 and $101,340, respectively.
Research and Development

Research and Development

We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the three months ended March 31, 2026 and 2025, the Company incurred research and development costs of $1,047,083 and $1,209,205, respectively.
Sales and Marketing

Sales and Marketing

We incur sales and marketing costs marketing our technologies. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the three months ended March 31, 2026 and 2025, the Company incurred sales and marketing costs of $0 and $50,920, respectively.
Non-controlling Interest in Subsidiary

Non-controlling Interest in Subsidiary

Non-controlling interests represent the Company’s subsidiary’s cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the three months ended March 31, 2026 and 2025, the Company recognized $241,475 and $242,156 in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately 97.0% of Pearsanta, Inc., as of March 31, 2026. Pearsanta is consolidated in the Company’s financial statements.
Basic and Diluted Net Loss per Common Share

Basic and Diluted Net Loss per Common Share

Basic loss per common share is computed by dividing the net loss, less any deemed dividends, by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

Instrument  Quantity
Issued and
Outstanding
as of
March 31,
2026		   Standard
Conversion
Common
Stock
Equivalent		   Liquidation
Amount		 
Series A Preferred Stock   
-
    
-
   $
-
 
Series A-1 Convertible Preferred Stock1   20,552    1,103,165    25,689,940 
Series A-2 Convertible Preferred Stock   36,000    488,222    36,000,000 
Series B Preferred Stock   
-
    
-
    
-
 
Series B-1 Convertible Preferred Stock   2,689    144,338    3,361,250 
Series B-2 Convertible Preferred Stock   2,625    140,902    3,281,250 
Series C Preferred Stock   
-
    
-
    
-
 
Series C-1 Convertible Preferred Stock1   896    48,107    1,120,290 
Series D-1 Preferred Stock   
-
    
-
    
-
 
Warrants   698,871    698,871    
-
 
Options   55    55    
-
 
Total Common Stock Equivalent   761,688    2,623,660   $69,452,730 
1 Quantity issued and outstanding as of March 31, 2026, includes the additional shares classified as mandatorily redeemable in the consolidated balance sheets.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.