Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by Aditxt, Inc. (the “Company” or “Aditxt”) on October 8, 2021 (the “October 8-K”), the Company entered into a transaction agreement on October 4, 2021 (the “Transaction Agreement”) with AiPharma Global Holdings LLC (“AiPharma Global”), pursuant to which the Company agreed to reach a definitive agreement (the “Definitive Agreement”) no later than November 30, 2021 (the “Outside Date”), to acquire a subsidiary (“AiPharma Subsidiary”) of AiPharma Global, which is to own all of the assets of AiPharma Global following a restructuring of AiPharma Global, subject to certain termination rights as described in the October 8-K. The Outside Date was subsequently amended to December 16, 2021, as reported in the Company’s Current Report on Form 8-K filed on December 3, 2021.

On December 7, 2021, the Company entered into a second amendment to the Transaction Agreement (the “Transaction Agreement Amendment”) with AiPharma Global, pursuant to which the Company agreed to: (i) eliminate the covenant that prohibited the parties from soliciting, encouraging, negotiating, accepting or discussing any alternative transactions with other parties, (ii) eliminate the covenant prohibiting either party from issuing any equity interests and to allow for the issuance of equity interests following consultation with the other party, and (iii) eliminate AiPharma’s rights to terminate the Transaction Agreement as a result of any equity issuances that were previously prohibited, including any such issuances that would result in the aggregate amount of shares to be issued to AiPharma Global, at the initial closing and secondary closing under the Transaction Agreement, to fall below 50.1%.

The foregoing description of the Transaction Agreement Amendment is qualified in its entirety to the complete text of the Transaction Agreement Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year December 31, 2021, and is intended to provide investors and security holders with information regarding their respective terms.  Such description is not intended to provide any other factual information about the Company, AiPharma Global or AiPharma Subsidiary.  The Transaction Agreement, as amended contains representations and warranties that the parties to such agreements made to, and solely for the benefit of, each other.  The assertions embodied in those representations and warranties are subject, in some cases, to specified exceptions, qualifications, limitations and supplemental information, including knowledge qualifiers and contractual standards of materiality, such as materiality qualifiers and the occurrence of a material adverse effect, that are different from those generally applicable under federal securities law, as well as detailed information set forth in disclosure letter provided by us in connection with signing the Transaction Agreement.  In addition, some representations and warranties may have been included in the Transaction Agreement for the purpose of allocating risk between the Company and AiPharma Global rather than to establish matters as facts.  The Transaction Agreement, as amended is described in this Current Report on Form 8-K only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company, AiPharma Global or their respective businesses.  Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of the Transaction Agreement, or a prior, specified date, (ii) in some cases they are subject to knowledge, materiality and material adverse effect qualifiers, and (iii) they are modified in important part by detailed information included in the disclosure letter.  Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the Transaction Agreement, as amended, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Additional Information and Where to Find It

If the Definitive Agreement is entered into, it is contemplated by the Transaction Agreement that, a Proxy Statement / Registration Statement on Form S-4 (the “Registration Statement”) will be filed with the Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements to be distributed to Aditxt’s shareholders in connection with Aditxt’s solicitation for proxies for the vote by Aditxt’s shareholders in connection with the proposed transaction  and other matters specified in the Proxy Statement / Registration Statement, as well as the prospectus relating to the offer of securities to be issued to AiPharma Global’s shareholders in connection with the completion of the proposed transaction.  After the Proxy Statement / Registration Statement has been filed and declared effective, Aditxt will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination.  WE URGE INVESTORS TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE DEFINITIVE AGREEMENT.  Investors will be able to obtain free copies of these materials on the SEC’s website at http://www.sec.gov.  Free copies of the Company’s SEC filings are also available from Aditxt, Inc., 737 N. Fifth Street, Suite 200, Richmond, VA 23219, Attn: Amro Albanna, Chief Executive Officer.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

The Company and its executive officers, directors, other members of management, employees and AiPharma Global may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction.  Information regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2021 annual meeting filed with the SEC on April 5, 2021.  More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the Proxy Statement / Registration Statement on Form S-4 and other materials to be filed with the SEC in connection with the Definitive Agreement.