Item 1.01 Entry into a Material Definitive Agreement.
On April 20, 2023, Aditxt,
Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional
investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to
purchase up to 1,585,350 shares of common stock of the Company (the “Common Stock”) at a purchase price of $1.219 per Pre-Funded
Warrant. The Pre-Funded Warrants (and shares of common stock underlying the Pre-Funded Warrants) were offered by the Company pursuant
to its shelf registration statement on Form S-3 (File No. 333-257645), which was declared effective by the Securities and Exchange Commission
on July 13, 2021.
Concurrently with the sale
of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement, for each Pre-Funded Warrant purchased
by the investor, such investor received from the Company an unregistered warrant (the “Warrant”) to purchase two shares of
Common Stock. The warrants have an exercise price of $0.86 per share, and are exercisable for a three year period.
The closing of the sales of
these securities under the Purchase Agreement took place on April 24, 2023.
The gross proceeds from the
offering were approximately $1.9 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company.
The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The Warrants and the shares
issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933 (the “Securities Act”)
in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule
506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state
laws.
The representations, warranties
and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition,
such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement
and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material
by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide
investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding
the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations
of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in public disclosures.
On March 27, 2023, the Company
entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”),
pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection
with the above offering. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.75% of the gross proceeds from
the sale of securities in this offering and a management fee equal to 0.5% of the gross proceeds raised in this offering. The Company
also agreed to issue the Placement Agent a warrant (the “Placement Agent Warrant”) to
purchase up to 95,121 shares at an exercise price of $1.525 per share, and to reimburse the Placement Agent up to $40,000 for fees and
expenses of legal counsel and other out-of-pocket expenses, up to $25,000 for non-accountable expenses and a $15,950 clearing fee.
Pursuant to the terms of the
Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the date of the Purchase Agreement until
thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. In addition, until the one (1) year from
the date of this Agreement, the Company is prohibited from entering into a Variable Rate Transaction (as defined in the Purchase Agreement),
provided that the Company shall be permitted to enter into and utilize an at-the-market offering facility with a registered broker dealer
as selling agent commencing thirty (30) days following the closing of the offering.
The foregoing description
of the Purchase Agreement, Pre-Funded Warrant, Warrant, Placement Agent Warrant and Waiver Agreement is not complete and is qualified
in its entirety by reference to the full text of the form of Pre-Funded Warrant, form of Purchase Agreement, form of Warrant, and form
of Placement Agent Warrant, copies of which are filed as Exhibits 4.1, 10.1, 4.2, and 4.3, respectively, to this Current Report on Form
8-K and are incorporated by reference herein.
The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the securities is filed as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated herein by reference.