ADTX Aditxt Inc

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 8, 2022, the board of directors (the “Board”) of Aditxt, Inc. (the “Company”) approved an amendment to the amended and restated bylaws (“Amendment No. 1 to the Amended and Restated Bylaws”), effective as of July 9, 2022. Amendment No. 1 to the Amended and Restated Bylaws amends and restates Article II, Section 2.8 of the Company’s existing amended and restated bylaws in its entirety to lower the number of holders of the shares entitled to vote at a meeting of stockholders constituting a quorum, in person or by proxy, from a majority to one-third. Specifically, the restated Section 2.8 states that “the holders of thirty-three and one-third percent (33 and 1/3%) in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.” The previous Section 2.8 stated, in its relevant section, that “the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.”

The foregoing description of Amendment No. 1 to the Amended and Restated Bylaws is qualified by reference to Amendment No. 1 to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.