Item
1.01 Entry into a Material Definitive Agreement.
As
reported in the Current Report on Form 8-K filed on December 7, 2021 by Aditxt, Inc. (the “Company”) on December 1,
2021, the Company completed a registered offering (the “Offering”) of 16,575,000 units (the “Units”),
with each unit comprised of one share of the Company’s common stock (the “Shares”) and one Series C warrant
to purchase one Share at an exercise price of $1.15 per share (the “Series C Warrants”). In connection with the Offering,
the Company entered into the Series C Warrant Agent Agreement (the “Series C Warrant Agent Agreement”) pursuant to
which VStock Transfer, LLC (the “Warrant Agent”) agreed to act as warrant agent with respect to the Series C Warrants.
On
June 15, 2022, the Company and the Warrant Agent entered into Amendment No. 1 to the Warrant Agent Agreement, pursuant to which the Series
C Warrant Agent Agreement was amended such that the terms of the Series C Warrant may be modified or amended with the consent of the
Company and the holder of such Series C Warrant being modified or amended.
On
June 15, 2022, the Company entered into a letter agreement (the “Letter Agreement”) with a holder of certain of the
Series C Warrants (the “Holder”). Pursuant to the Letter Agreement, the Holder has agreed to exercise in cash 8,970,947
of its Series C Warrants at a reduced exercise price of $0.15 per Share (reduced from $1.15 per Share), for gross proceeds to the Company
of approximately $1.35 million. As an inducement to such exercise, the Company has agreed to reduce the exercise price of the Holder’s
remaining Series C Warrants to purchase up to 2,457,623 Shares from $1.15 to $0.2479 per share (the “Amended Series C Warrant”).
The Amended Series C Warrant will be non-exercisable for a period of six months following the closing date. In addition, the Company
shall issue to the Holder a new warrant (the “New Warrant”) to purchase up to 20,399,517 shares of the Company’s
common stock at an exercise price of $0.2479 per share. The New Warrant will be non-exercisable for a period of six months following
issuance date and have a term of five and one-half years.
The
Shares of common stock issuable upon exercise of the Amended Series C Warrants are registered pursuant to the Company’s Registration
Statement on Form S-3 (Registration No. 333-257645), which was initially filed with the Securities and Exchange Commission on July 2,
2021, and declared effective on July 13, 2021, and prospectus supplement thereto.
Notwithstanding the foregoing,
in the event that a warrant exercise would cause the Holder to exceed the beneficial ownership limitation set forth in the Amended Series
C Warrants, the Company shall only issue such number of shares that would not cause the Holder to exceed the maximum amount permitted
thereunder, with the balance to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in
compliance with such limitations. The Company has agreed to file a resale registration statement covering the shares issuable upon exercise
of the New Warrants and cause such registration statement to become effective within 180 days following the closing. In the event that
the shares underlying the New Warrants are not subject to an effective registration statement at the time of exercise, the New Warrants
may be exercised on a cashless basis at any time after six (6) months from the issuance date.
In connection with the transactions
contemplated in the Letter Agreement, the Company entered into an engagement letter with H.C. Wainwright& Co., LLC (the “Placement
Agent”). Pursuant to the terms of the engagement letter, the Placement Agent will receive (i) a cash fee equal to 7% of the
gross proceeds raised in the transactions contemplated by the Letter Agreement, (ii) a common stock purchase warrant equal to 6% of the
aggregate number shares of common stock issued in the transaction, or warrants to purchase up to 538,257 Shares of common stock, at an
exercise price of $0.2479, a term of five and one-half years and exercisability commencing six months following the issuance date (the
“Placement Agent Warrant”), (iii) a management fee equal to 0.5% of the gross proceeds raised, (iv) $25,000 for non-accountable
expenses, and (v) $15,950 for clearing costs. Additionally, the Placement Agent will have certain rights to a tail fee for a period of
nine months following the termination or expiration of the engagement letter.
Additionally,
for a period of nine months following the closing of the transaction contemplated by the Letter Agreement, the Placement Agent will have
a right of first refusal to act as the sole book-running manager, underwriter, or placement agent for any future capital raising transactions,
subject to certain exception.
The
foregoing descriptions of the Amendment No. 1 to the Warrant Agent Agreement, Letter Agreement, form of New Warrant and form of Placement
Agent Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment No. 1
to the Warrant Agent Agreement, Letter Agreement, form of New Warrant and form of Placement Agent Warrant, which are attached to this
Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.