Item 1.01 Entry into a Material Definitive Agreement

As previously reported by Aditxt, Inc. (the “Company”) on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2022 (the “August 8-K”), on August 4, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “August Investors”) in connection with the issuance and sale of 10% Senior Secured Promissory Notes (the “August 2022 Notes”), shares of common stock as commitment fees (the “August 2022 Commitment Shares”), and warrants (the “August 2022 Warrants”) to purchase shares of the Company’s common stock (collectively, the “August 2022 Securities”).

On August 11, 2022, the Company consummated an additional closing and entered into a SPA with certain additional accredited investors (collectively, the “Subsequent Investors” and together with the August Investors, the “Investors”), pursuant to which the Company issued and sold an additional: (i) $555,555.56 in principal amount of the August 2022 Notes, resulting in gross proceeds to the Company of $500,000.00, exclusive of placement agent fees and other offering expenses; (ii) 555,556 August 2022 Commitment Shares; and (iii) August 2022 Warrants to purchase 2,359,046 shares of the Company’s common stock.

As previously disclosed in the August 8-K, the August 2022 Notes have a maturity date of twelve (12) months from the date of issuance and are convertible at the option of the Investor at any time prior to maturity in shares of Common Stock (the “Conversion Shares”) at an initial conversion price of $0.2355 per share, subject to adjustment under certain circumstances. The holders of the August 2022 Notes have the right, following any calendar day following the Commencement Date (as defined therein) to convert all or any portion of the then outstanding and unpaid principal amount and interest into fully paid and non-assessable shares of common stock at the conversion price. The Company is prohibited from effecting a conversion of the Note to the extent that, as a result of such exercise, the Investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of such shares. In addition, the sum of the aggregate number of shares of common stock that may be issued to all Investors under the August 2022 Securities is limited to 19.99% of the Company’s then outstanding shares of common stock as of the date of issuance unless Shareholder Approval (as defined in the SPA) is obtained to issue more than the 19.99%.

As previously disclosed in the August 8-K, the August 2022 Warrants are exercisable for a period of five (5) years from period commencing on the Commencement Date (as defined therein) and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the date of issuance, at an exercise price of $0.2355, subject to adjustment provided therein (including cashless exercise). The Company is prohibited from effecting an exercise of the Warrants to the extent that, as a result of such exercise, the holder of the Warrant together with the holder’s affiliates, would beneficially own more than 4.99% of the number of shares of Common Stock of the Company outstanding immediately after giving effect to the issuance of such shares. In addition, the sum of the aggregate number of shares of common stock that may be issued to all Investors under the August 2022 Securities is limited to 19.99% of the Company’s then outstanding shares of common stock as of the date of issuance unless Shareholder Approval (as defined in the SPA) is obtained to issue more than the 19.99%.

As previously disclosed in the August 8-K, in connection with the Offering, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors pursuant to which the Company shall prepare and file with the SEC a registration statement (the “Registration Statement”) covering the Note, the Conversion Shares, the Warrant, and the Warrant Shares and any additional shares of Common Stock issued and issuable in connection with any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (collectively, the “Registrable Securities”) on or prior to the 90^th calendar day following the Closing Date (the “Filing Date”).

The Company shall use its best efforts to cause the registration statement covering the Registrable Securities to be declared effective (the “Effectiveness Date”) by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date of the Registration Rights Agreement.

The Company estimates that the net proceeds from the transaction will be approximately $500,000 after deducting estimated transaction fees and expenses. The net proceeds received by the Company from the transaction will be used for business development, working capital and other general corporate purposes.

As previously disclosed in the August 8-K, the August 2022 Notes contain certain covenants, events of default and triggering events, which would require repayment of the obligations outstanding pursuant to such instruments. The obligations of the Company pursuant to the August 2022 Notes are secured by certain assets of the Company pursuant to the Security Agreement dated August 4, 2022, by and among the Company and the holders of the August 2022 Notes.

The foregoing description of the August 2022 Notes, August 2022 Warrants, the SPA, the Security Agreement and the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the forms of the August 2022 Notes, August 2022 Warrants, the SPA, the Security Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to the August 8-K and are incorporated by reference herein.