Aditxt, Inc., (NASDAQ: ADTX) ("Aditxt" or the "Company"), an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 1,237,114 shares of common stock (or pre-funded warrant in lieu thereof) at a purchase price of $4.85 per share (or pre-funded warrant in lieu thereof) and accompanying warrant, in a private placement priced at-the-market under Nasdaq rules. Each share of common stock (or pre-funded warrant in lieu thereof) is being offered in the offering together with warrants to purchase two shares of common stock at an exercise price of $4.60 per share. The warrants will be exercisable immediately upon issuance and expire three years from the date of issuance. The private placement is expected to close on or about January 3, 2024, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be $6 million, prior to deducting placement agent’s fees and other offering expenses payable by Aditxt. Aditxt intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The Company also has agreed that certain warrants to purchase an aggregate of 106,594 shares of common stock of the Company that were issued to such investors with exercise prices ranging from $34.40 to $6,380 per share and expiration dates ranging from March 2, 2024 to September 20, 2027, will be amended, among others, to have a reduced exercise price of $4.60 per share, at an additional offering price of $0.125 per amended warrant.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Aditxt

Aditxt,® Inc. (NASDAQ: ADTX) is a global innovation company focused on therapeutics and technologies that monitor and modulate the immune system. Aditxt’s mission of "Making Promising Innovations Possible, Together" is defined by our growing ecosystem of research institutions, global industry partners and shareholders who inform and inspire our mission. Aditxt’s diverse innovation portfolio includes: Adimune, Inc.™, developing and designing a new class of therapeutics for retraining the immune system to address organ rejection, autoimmunity, and allergies; Adivir, Inc.™, focused on identifying, developing and commercializing new ways to treat infectious diseases; and Pearsanta, Inc.™, which offers personalized immune monitoring intended to be informative for a wide range of health conditions, including hereditary cancer, wounds and cardiomyopathy.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of federal securities laws. Forward-looking statements include statements regarding, the ability of the Company to consummation of the private placement, the satisfaction of the closing conditions of the private placement and the use of proceeds therefrom, the Company's intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the Company's ongoing and planned product and business development; the Company’s ability to finance and execute on its strategic M&A initiatives; the Company's intellectual property position; the Company's ability to develop commercial functions; expectations regarding product launch and revenue; the Company's results of operations, cash needs, spending, financial condition, liquidity, prospects, growth and strategies; the industry in which the Company operates; and the trends that may affect the industry or the Company. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, as well as market and other conditions and those risks more fully discussed in the section titled "Risk Factors" in the Company's most recent Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in the Company's other filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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