Item 1.01 Entry into a Material Definitive Agreement
On September 16, 2022, Aditxt,
Inc. (the “Company”) entered in a securities purchase agreement (the “Purchase Agreement”) with certain purchasers
(the “Purchasers”), pursuant to which the Company agreed to issue and sell in a best efforts public offering by the Company
(the “Offering”), (i) 1,224,333 shares of common stock (the “Shares”), (ii) pre-funded warrants to purchase 2,109,000
shares of common stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase 3,333,333 shares of common stock (the “Common
Stock Warrants” and together with the Pre-Funded Warrants, the “Warrants”). The public offering price for each Share
and accompanying Common Stock Warrant was $6.00. The public offering price for each Pre-Funded Warrant and accompanying Common Stock Warrant
was $5.999.
The Shares and Warrants were offered
by the Company pursuant to the registration statement on Form S-1 (File No. 333-266183), which was initially filed with the Securities
and Exchange Commission (the “Commission”) on July 18, 2022, amended on September 15, 2022 and September 16, 2022 and declared
effective by the Commission on September 16, 2022.
The Common Stock Warrant has an exercise price of
$6.00 and the Pre-Funded Warrant has an exercise price of per share of $0.001 per share. The Common Stock Warrants are immediately exercisable
and expire five years from the date of issuance and the Pre-Funded Warrants are immediately exercisable and may be exercised any time
until all of the Pre-Funded Warrants are exercised in full. The exercise price of the Warrants are subject to appropriate adjustment in
the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar
events affecting the Company’s common stock. In the event of a fundamental transaction, the holder of a Common Stock Warrant shall
have the option, exercisable at any time concurrently with, or within 30 days after, the consummation of the fundamental transaction to
cause the Company to purchase such Common Stock Warrant from the holder for cash in an amount equal to the Black Scholes value of such
warrant calculated in accordance with the terms of warrant. Subject to limited exceptions, a holder of Warrants will not have the right
to exercise any portion of its Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group
together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess
of 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the shares of common stock then outstanding.
At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not
to exceed 9.99% of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice
to the Company.
In connection with the Offering,
the Company has agreed to be subject to a lock-up period during which the Company may not, subject to limited exceptions, offer, sell,
transfer or otherwise dispose of the Company’s securities for a period of 60 days and each executive officer and director of the
Company has entered into lock-up agreements providing that each of these persons may not, subject to limited exceptions, offer, sell,
transfer or otherwise dispose of the Company’s securities for a period of 90 days.
H.C. Wainwright & Co., LLC
(the “Placement Agent”) acted as placement agent on a best efforts basis for the Offering. Pursuant to an engagement agreement
with the Placement Agent, the Company paid the Placement Agent a cash fee equal to 7.75% of the gross proceeds raised in the Offering
and a management fee equal to 0.5% of the gross proceeds raised in the offering. In addition, the Company agreed to pay the Placement
Agent for its non-accountable expenses in the amount of $40,000, its legal fees and expenses and other out-of-pocket expenses in an amount
up to $100,000 and its clearing expenses in the amount of $15,950. The Company also issued warrants (the “Placement Agent Warrants”)
to the Placement Agent exercisable at an exercise price of $7.50 per share for up to 200,000 shares of common stock, which is equal to
6.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering.
On September 20, 2022, the Offering
closed resulting in net proceeds to the Company of approximately $18.2 million, after deducting the Placement Agent fees and estimated
offering expenses payable by the Company.
The foregoing summaries of the
Common Stock Warrants, the Pre-Funded Warrants, the Placement Agent Warrants, and the Purchase Agreement do not purport to be complete
and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 4.2, 4.3, and 10.1 respectively, to this
Current Report on Form 8-K, which are incorporated herein by reference. The Agreement is attached hereto as an exhibit to provide interested
persons with information regarding its terms but is not intended to provide any other factual information about the Company. The representations,
warranties and covenants contained in the Agreement were made only for purposes of the Agreement as of specific dates indicated therein,
were solely for the benefit of the parties to the Agreement and may be subject to limitations agreed upon by the parties.