Item 1.01 Entry into a Material Definitive Agreement
On August 4, 2022, Aditxt, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors providing for the issuance and
sale by the Company to the purchasers signatory thereto, of: (i) $1,477,777.78 in principal amount
10% Senior Secured Promissory Notes (the “August 2022 Notes”), resulting in gross proceeds to the Company of $1,330,000.00,
exclusive of placement agent commission and fees and other offering expenses; (ii) 1,477,778 shares of common stock as commitment
fees (the “August 2022 Commitment Shares”);, and warrants (the “Warrants”)
to purchase up to 6,275,065 shares (the “August 2022 Warrant Shares”) of the Company’s common stock (together with the
August 2022 Notes, the August 2022 Commitment Shares and the August 2022 Warrant Shares, the “August 2022 Securities”).
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 the 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%.
The August 2022 Warrants are 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 $0.2355, subject to adjustment provided therein
(including cashless exercise). The Company is prohibited from effecting an exercise of the Warrants 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 the 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%.
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 U.S. Securities and Exchange Commission (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.
In connection with the Offering, the Company will
issue 312,942 shares (the “Placement Agent Shares”) to Crito Capital LLC.
The Company estimates that the net proceeds from
the transaction will be approximately $1,244,000 million 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.
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 and the Registration Rights Agreement 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 and the Registration
Rights Agreement, copies of which are filed as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K
and are incorporated by reference herein.