Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
June 15 2022 - 2:40PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
Registration No. 333-257645
Prospectus Supplement No. 1
Dated June 15, 2022
(To Prospectus dated December 1, 2021)
Aditxt, Inc.
This prospectus supplement (“Supplement”)
modifies, supersedes and supplements information contained in, and should be read in conjunction with, that certain prospectus (the “Prospectus”),
dated December 1, 2021, related to the registered offering by Aditxt, Inc. (the “Company”) of 16,575,000 units of the Company’s
securities, each unit consisting of one shares of our common stock, par value $0.001 per share, and one warrant to purchase one share
of common stock at an exercise price of $1.15 per share.
This supplement is not complete without, and may not
be delivered or used except in connection with, the Prospectus and all supplements thereto.
The information contained in this Supplement modifies
and supersedes, in part, the information in the Prospectus, as supplemented. Any information that is modified or superseded in the Prospectus
shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.
We may amend or supplement the Prospectus from time
to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully
before you make an investment decision.
Investing in our common stock involves a high degree
of risk. You are urged to read the section entitled “Risk Factors” beginning on page 9 of the Prospectus, which describes
specific risks and other information that should be considered before you make an investment decision.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors set
forth in the Prospectus, as well as the other information contained in this Supplement and the Prospectus. This Supplement and the Prospectus
contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business
strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking
statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus identify
important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking
statements made in this Supplement and the Prospectus.
REPRICING OF SERIES C WARRANTS
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. No changes have been made to the other Series C Warrant to purchase up to an aggregate of 7,632,680 shares
of common stock (including Series C Warrants to purchase up to 2,486,250 shares of common stock issued in connection with the exercise
of the over-allotment option), at an exercise price of $1.15 per share, included in units, which shares may be resold upon exercise of
such warrants under the Prospectus, as amended by this Supplement.
The date of this prospectus supplement No. 1 is June
15, 2022.
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