Item 1.01. Entry into
a Material Definitive Agreement.
On December 20, 2022,
Aditxt, Inc. (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C.
Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through
the Agent, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate
offering price of up to $50,000,000 (the “Shares”).
The offer and sale
of the Shares (the “ATM Offering”) will be made pursuant to a shelf registration statement on Form S-3 and the related
prospectus (File No. 333-257645) (the “Registration Statement”) filed by the Company with the Securities and Exchange
Commission (the “SEC”) on July 2, 2021, amended on July 6, 2021 and declared effective by the SEC on July 13, 2021,
under the Securities Act of 1933, as amended (the “Securities Act”). On December 20, 2022, the Company filed a prospectus supplement with the SEC in connection with the ATM Offering.
Pursuant to the ATM Agreement,
the Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415
of the Securities Act, including sales made by means of ordinary brokers’ transactions, including on The Nasdaq Capital Market,
at market prices or as otherwise agreed with the Agent. The Agent will use commercially reasonable efforts consistent with its normal
trading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size
limits or other customary parameters or conditions the Company may impose.
Under the terms of the
ATM Agreement, in no event will the Company issue or sell through the Agent such number or dollar amount of shares of Common Stock that
would (i) exceed the number or dollar amount of shares of Common Stock registered and available on the Registration Statement, (ii) exceed
the number of authorized but unissued shares of Common Stock, (iii) exceed the number or dollar amount of shares of Common Stock permitted
to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (iv) exceed the number or dollar amount of
Common Stock for which the Company has filed a prospectus supplement to the Registration Statement.
The Company is not obligated
to make any sales of the Shares under the ATM Agreement. The offering pursuant to the ATM Agreement will terminate upon the earlier of
(i) the issuance and sale of all shares of our common stock subject to the sales agreement, or (ii) the termination of the sales agreement
as permitted therein.
The Company will pay
the Agent a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agent
with customary indemnification and contribution rights. The Company will also reimburse the Agent for certain specified expenses in connection
with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the sale of
the Shares pursuant thereto.
The foregoing description
of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which
is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of Sheppard,
Mullin, Richter & Hampton LLP, the Company’s counsel, regarding the validity of the Shares that will be issued pursuant to the
Sales Agreement, is also filed herewith as Exhibit 5.1.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there
be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.