Form SCHEDULE 13D Aditxt, Inc. Filed by: Takeover Time 2026 LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Aditxt, Inc. (Name of Issuer) |
common (Title of Class of Securities) |
(CUSIP Number) |
Natasha Ovsepyan 8403 NE 138th Street , Kirkland, WA, 98034 2064120554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Takeover Time 2026 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,420,439.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage reported is based on the best information available to the Reporting Person as of the date of this filing. The issuer's most recent publicly disclosed outstanding share count appears stale because it would imply ownership on excess of 100%. The actual percentage may be higher than reported and remains subject to confirmation from issuer records or transfer agent records.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
common |
| (b) | Name of Issuer:
Aditxt, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
737 N. FIFTH STREET, SUITE 200, RICHMOND,
VIRGINIA
, 23219. |
| Item 2. | Identity and Background |
| (a) | Takeover Time 2026 LLC
Natasha Ovsepyan is the Managing Member of Takeover Time 2026 LLC. |
| (b) | The business address for Takeover Time 2026 LLC is 8403 NE 138th Street, Kirkland WA, 98034 |
| (c) | Takeover Time 2026 LLC is a Delaware limited liability company engaged in securities investment and related investment activities. |
| (d) | Takeover Time 2026 LLC has not been convicted of any criminal proceedings, excluding traffic violations or similar misdemeanors in the last five years. |
| (e) | Takeover Time 2026 LLC has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, of finding any violation with respect to such laws. |
| (f) | Takeover Time 2026 LLC is organized under laws of the State of Delaware. Reporting person is a citizen of the US. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Shares of Common Stock reported herein were purchased with working capital of the Reporting Person. The aggregate purchase price was approximately $50,000, excluding commissions and other transaction costs. | |
| Item 4. | Purpose of Transaction |
Reporting Person acquired the shares of Common Stock for investment purposes and does not have any plans or proposals currently in place to change or influence control of the Issuer.
The Reporting Person may review its investment and acquire more shares, dispose of some or all of its shares, or communicate with the Issuer, its management, board of directors, representatives, stockholders, or other persons, depending on the market conditions, the Issuer's business and financial condition, liquidity needs, other investment opportunities, and other relevant factors.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Reporting Person beneficially owns 3,420,439 shares of Common Stock. The percentage reported on the cover page is 10.9 percent based on the best information available as of the date of this filing. The most recent publicly disclosed share count of the Issuer appears stale because it would imply ownership above 100%. The actual percentage may be higher than reported and remains subject to confirmation from Issuer records or transfer agent records. |
| (b) | The Reporting Person has sole voting power and sole dispositive power with respect to 3,420,439 shares of Common Stock. |
| (c) | On June 12, 2026, Reporting Person purchased 3,420,439 shares of Common Stock in open market and/or brokerage transactions. Except for the foregoing, the Reporting Person has not effected any transaction in the Common Stock during the past sixty days. |
| (d) | No person other than the Reporting Person is known to have the right to receive or direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person does not have an contacts, arrangements, understandings, or relationships with any person with respect to securities of the Issuer, including transfer or voting arrangements, finder's fee, joint ventures, loans, options, puts, calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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