Item 1.01 Entry into a Material Definitive Agreement
As previously reported by Aditxt, Inc. (the “Company”)
on a Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2022 and
August 15, 2022 (the “August 8-Ks”), 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 September 12, 2022, the Company entered into a SPA with a certain
additional accredited investor (the “Investor” and, together with the August Investors “the “Investors”),
pursuant to which the Company issued and sold an additional: (i) $555,555.00 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) 555,555 August 2022
Commitment Shares; and (iii) August 2022 Warrants to purchase 3,703,700 shares of the Company’s common stock.
As previously disclosed in the August 8-Ks, 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 reported by the Company on a Current Report on Form
8-K filed with the SEC on September 7, 2022 (the “September 8-K), on August 31, 2022, the Company entered into a First Amendment
and Waiver with each of the August Investors (the “August Amendment”). Pursuant to the August Amendment, the exercise price of the
August 2022 Warrants was reduced to $0.15 per share and the Commencement Date (as defined in the SPA) was amended to mean the date on
which the Company obtains shareholder approval for the issuance of any shares of common stock upon exercise of the August 2022 Warrants.
The Warrant is 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 $0.15, subject
to adjustment provided therein (including cashless exercise). The Company is prohibited from effecting an exercise of the Warrant 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 under the Warrant 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 Agreement) is obtained to issue more than the 19.99%.
As previously disclosed
in the August 8-Ks, 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 90th 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 $460,000 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-Ks, 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, the Registration Rights Agreement and the August Amendment
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, the Registration Rights Agreement and the August Amendment, copies of which are filed as Exhibits 10.1,
10.2, 10.3, 10.4,10.5, and 10.6, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.