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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-17 · 3132 added, 1208 removed, 379 unchanged (92% of the section changed)

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Disclosure Controls and Procedures

In accordance with Rules

13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision

and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange

Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our Chief Executive Officer and

Chief Financial Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are

required to disclose in our reports under the Exchange Act is recorded, processed, and reported in an accurate manner and on a timely

basis and the information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management

to permit timely decisions with respect to required disclosure and (b) operating in an effective manner.

Change in Internal Control Over Financial

In accordance with Rules 13a-15(b)

and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with

the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the

end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our Chief Executive Officer and Chief Financial

Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required to disclose

in our reports under the Exchange Act is recorded, processed, and reported in an accurate manner and on a timely basis and the information

that we are required to disclose in our Exchange Act reports is accumulated and communicated to management to permit timely decisions

with respect to required disclosure and (b) operating in a non-effective manner.

Change in Internal Control Over Financial Reporting

No change occurred in our

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31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

A control system, no matter how well designed

and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

design of a control system must reflect the fact that there are resource constraints.

Because of the inherent limitations in all control

systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company

have been detected.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our independent registered accounting firm determined

that we did not maintain effective internal controls over financial reporting and the following material weaknesses existed as of December

● We did not maintain adequate controls over the documentation of accounting and financial reporting policies

and procedures.

Specifically, we did not maintain policies and procedures to ensure account reconciliations were adequately prepared

and reviewed by management.

● We did not retain individuals and/or entities with extensive knowledge to recognize and record technical

and complex accounting issues.

● We did not maintain the sufficient procedures for the identification and cutoff of accounts payable.

These material weaknesses resulted in material

misstatements to the financial statements, which were corrected.

There were no changes to previously released financial results.

in the process of remediating these material weaknesses.

This report does not include an attestation report

of our independent registered public accounting firm regarding our internal control over financial reporting in accordance with applicable

SEC rules that permit us to provide only management´s report in this report.

Other Information .

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and Corporate Governance

The information required

by this Item is incorporated herein by reference to the information that will be contained in our definitive proxy statement related

to the 2023 Annual Meeting of Stockholders, or the Proxy Statement, which we intend to file with the SEC within 120 days of the end of

our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Executive Officers and Directors

Set forth below is certain

information with respect to the individuals who are our directors and executive officers as of December 31, 2023:

Chief Executive Officer, Director

Corinne Pankovcin

Chief Commercialization Officer

Shahrokh Shabahang, D.D.S., MS, Ph.D.

Chief Innovation Officer, Director

Rowena Albanna

Chief Operating Officer

Chief Financial Officer

Charles Nelson

Amro Albanna - Chief Executive Officer

Albanna has been our Chief

Executive Officer and a Director since we were formed in 2017.

He also served as our President from our inception through September 2021.

Albanna co-founded Innovation Economy Corporation (“IEC”), formed to license and commercialize innovations and

create a group of life and health subsidiaries.

From 2010 until 2017, Mr.

Albanna was Chief Executive Officer and a Director of IEC and

Olfactor Laboratories, Inc., a majority-owned subsidiary of IEC.

From 2010 to August 2016, he was the Chief Executive Officer and a Director

of Nano Engineered Applications, Inc., another majority-owned subsidiary of IEC.

Albanna founded Qmotions, Inc.

(subsequently

renamed Deal A Day Group Corp.).

He served as its Chief Executive Officer and a Director until 2011.

Qmotions used 3-D spatial tracking

and pattern recognition technologies to develop motion-capturing video game controllers.

Albanna was a co-founder of Digital

Angel Corporation - a company formed via the merger of three private companies (one being TTC below) into a fourth publicly traded company

(American Stock Exchange) and was placed in charge of commercializing its GPS/wireless technologies.

Around that time, Mr.

Albanna co-founded

an incubator for startups at the University of California, Riverside Research Park which was acquired in 2007.

In 1997, he founded Timely

Technology Corporation (“TTC”), which designed and developed e-commerce software for education, retail and finance.

acquired in 2000 by a Nasdaq-listed company.

Albanna graduated from California State University San Bernardino in 1991 with a B.S.

in Business Administration with concentration in Computer Information Systems.

He completed graduate coursework in Computer Science and

Engineering at California State University, Long Beach from 1992 to 1993.

Albanna completed coursework in Immunology and

Genetics at Harvard Medical School HMX online learning platform.

Corinne Pankovcin — Chief Commercialization

Pankovcin has been our

Chief Commercialization Officer since April 12, 2023.

Pankovcin served as our President from September 2021 through April 2023.

Pankovcin served as our Chief Financial Officer from July 2020 through August 2021.

From December 2015 to July 2019, Ms.

Pankovcin was

the Chief Financial Officer and Managing Director and Treasurer of Business Development Corporation of America (“BDCA”), a

business development company.

Prior thereto, from January 2011 to August 2015, Ms.

Pankovcin was the Chief Financial Officer and Treasurer

of Blackrock Capital Investment Corporation (NASDAQ:

BKCC), and a Managing Director of Finance at BlackRock Investment Management LLC.

Prior to joining BlackRock, Ms.

Pankovcin was a senior member of Finance & Accounting of Alternative Investments and served as Chief

Financial Officer for the Global Emerging Markets products group at AIG Capital Partners.

Pankovcin began her career with PricewaterhouseCoopers

LLP, where she ultimately held the role of Senior Manager of Business Assurance for Consumer Products, Manufacturing, and Middle Market

industries from 1991 to 2001.

Pankovcin earned her B.S.

in Accounting from Dowling College and her Master’s Degree in Business

Administration from Hofstra University.

She is a Certified Public Accountant.

Shahrokh Shabahang, D.D.S., MS, Ph.D.

- Chief Innovation Officer

Shabahang has been our

Chief Innovation Officer and Director since our inception.

Shabahang co-founded Sekris Biomedical Inc.

to incubate immunotherapy

technologies.

He served as its Chairman of the board and Chief Executive Officer since its inception.

Shabahang joined Genelux

Corporation to lead its clinical development program and to serve as board secretary.

Genelux developed an oncolytic virus technology

for treatment of cancer, co-invented by Dr.

During his tenure from 2004-2007, Genelux raised $20M+ and obtained regulatory

approval to initiate First-In-Human clinical studies in Europe with patients who had not responded to chemotherapy.

became the Director of the Microbiology and Molecular Biology Lab at Loma Linda University (“LLU”).

He led the research and

development of an antimicrobial therapeutic agent for treatment of dental infections, which was licensed and marketed by one of the largest

dental distribution companies.

Shabahang attended the University of California, Santa Barbara from 1982 to 1984 and later received

his DDS from the University of Pacific in 1987.

He earned his PhD in Microbiology and Molecular Genetics at LLU in 2001.

During the same

year, he established his laboratory at LLU to study infectious diseases and host immune responses.

Rowena Albanna - Chief Operating Officer

Albanna has been our Chief

Operating Officer since July 2020.

From 2017 to immediately prior to her appointment as Chief Operating Officer, Ms.

Albanna was an independent

operations consultant for the Company.

Prior thereto, from 2013 to 2017, Ms.

Albanna was the Chief Operating Officer of Innovation Economy

Corporation (“IEC”), formed to license and commercialize innovations and create a group of life and health subsidiaries.

2010 to 2013, Ms.

Albanna was Senior Vice President of IEC.

From 2004 to 2009, Ms.

Albanna was the founder and principal of Weezies, an

online-based business focused on building and operating e-commerce stores and affiliate marketing sites.

From 2003 to 2004, Ms.

was the head of Product Development and Engineering of Qmotions Inc.

Qmotions used 3-D spatial tracking and pattern recognition technologies

to develop motion-capturing video game controllers.

Albanna was VP of Product Development at Digital Angel Systems where

she led the development of devices which combined GPS, wireless, and biosensing.

Prior to that, Ms.

Albanna held multiple product development

roles with increasing responsibilities for various technology companies in the areas of financial, medical, telecommunications, integrated

circuit layout design, and defense.

Albanna is a co-inventor of two patents related to systems for localizing, monitoring, and sensing

Albanna received a Bachelor of Science degree in Computer Science with a minor in Mathematics from California State University,

San Bernardino in 1988.

Albanna is the wife of Amro Albanna, our Chief Executive Officer.

Farley, CPA - Chief Financial

Farley has been the Chief

Financial Officer since September 2021.

Prior to this, Mr.

Farley was the Principal Accounting Officer and Controller from October of

2020 to September 2021.

From December 2015 to June 2020, Mr.

Farley was the Controller of Business Development Corporation of America

(“BDCA”), a publicly listed business development company.

Prior thereto, from January 2011 to August 2015, Mr.

the Senior Controller of Blackrock Capital Investment Corporation (NASDAQ:

Prior to joining BlackRock Capital Investment Corporation,

Farley was a Senior Controller for PineBridge Investments Emerging Markets practice.

Farley was also an Accounting Manager for

Bessemer Venture Partners prior to his tenure at PineBridge.

Farley began his career with PricewaterhouseCoopers LLP, from 1996 to

Farley earned his B.S.

in Accounting from Long Island University and is a Certified Public Accountant.

Brian Brady - Director

Brady has served as a Director since December 1, 2018.

currently serves as President of a Family Office.

Brady previously was the Director of Investments at a large hospital system from

March 2016 through December 2022, where he was responsible for the management of investment activity related to the organization and personal

investments of the family that owns that company.

From December 2011 to March 2016, Mr.

Brady was the Vice President/Portfolio Manager

at a wealth advisory firm, where he served in an investment advisory role, including asset and portfolio management.

Brady graduated

in 2001 with a Bachelor’s degree in Finance from the University of Illinois at Chicago and in 2014 with a Master of Business Administration

degree from the University of Chicago.

We believe that Mr.

Brady’s extensive experience with financial markets and management of

investment activities qualifies him to serve as a director of our Company.

Charles Nelson - Director

Nelson has served as a

director since November 2023.

Prior to his appointment as a member of the Board, Mr.

Nelson was a consultant to the Company from September

2020 through September 2023.

He began his financial career as a market representative with American International Group and in 1979 joined

Dean Witter Reynolds as a Financial Advisor, working with high net worth and institutional clients.

In 1980, he joined Drexel Burnham

and Lambert, and subsequently, at Ladenberg Thalmann and then at Auerbach Pollack and Richardson originating equity and investment banking

transactions.

Over the last 20 years, Mr.

Nelson has been involved with financing companies in the fintech, healthcare and bio-pharma

spaces through private equity and public financing including listings on the Nasdaq and the NYSE.

We believe that Mr.

Nelson’s extensive

experience in capital markets qualifies him to serve as a director of our Company.

Runge, M.D - Director

Runge has served as a

director since July 2020.

From 2008 to the present, Dr.

Runge has been the President and founder of Biologue, Inc., which provides consulting

in biodefense, medical preparedness and injury control.

From 2001 through August of 2008, Dr.

Runge served in the Bush administration,

first as the head of the National Highway Traffic Safety Administration, and, beginning in September 2005, as the Department of Homeland

Security’s (DHS) first Chief Medical Officer.

Runge founded the DHS Office of Health Affairs and was confirmed by the United

States Senate as DHS’ first Assistant Secretary for Health Affairs in December of 2007.

Runge also served as Acting DHS Undersecretary

for Science and Technology from February through August 2006.

In his role at DHS, Dr.

Runge oversaw the operations of the department’s

biodefense activities, medical preparedness and workforce health protection, as well as fulfilling DHS’ responsibilities in medical

countermeasure development.

Prior to his government service, Dr.

Runge was Assistant Chairman and Director of Clinical Research in the

Department of Emergency Medicine at Carolinas Medical Center in Charlotte, NC, from 1984 through 2001.

Additionally, Dr.

Runge is a Senior

Advisor at The Chertoff Group, a firm providing advisory services in business risk management, security and homeland defense.

Runge has served on the boards of two public companies, including their Audit and Compensation committees, both of which underwent

strategic acquisitions.

He has also served as President and CEO of a SEC-regulated startup company in the health sector.

his medical degree from the Medical University of South Carolina and his undergraduate degree from the University of the South.

Runge’s experience in medicine, medical research, public service, business and his prior service on public corporate boards

qualifies him to serve as a director of our Company.

Board Leadership Structure and Risk Oversight

The Board oversees our business

and considers the risks associated with our business strategy and decisions.

The Board currently implements its risk oversight function

Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration

and reports material risks to the Board for further consideration.

Term of Office

Officers hold office until

his or her successor is elected and qualified.

Directors are appointed to serve for one year until the meeting of the Board following

the annual meeting of stockholders and until their successors have been elected and qualified.

Director Independence

We use the definition of “independence”

of The Nasdaq Stock Exchange LLC (“Nasdaq”) listing rules to make this determination.

Nasdaq listing rules provide that an

“independent director” is one who the board “affirmatively determines” has no “material relationship”

with the company “either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company.

Nasdaq listing rules provide that a director cannot be considered independent if:

the director is, or has been within the last three (3) years, an employee of the Company or an immediate family member of director is, or has been within the last three (3) years, an executive officer of the Company;

the director has received, or has an immediate family member who is an executive officer of the Company and has received, during any twelve-month period within the last three (3) years, more than $120,000 compensation directly from the Company (not including compensation received for director service, pension plan payments or deferred compensation for prior service not contingent on continued service);

the director or an immediate family member is a current partner of the Company’s internal or external auditor;

the director is a current employee of the auditor;

an immediate family member is a current employee of the auditor and personally works on the Company’s audit;

or the director or an immediate family member was within the last three (3) years a partner or employee of the auditor and personally worked on the Company’s audit within that time;

the director or an immediate family member is, or has been within the last three (3) years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee;

the director is a current employee, or an immediate family member is a current executive officer, of an organization that has made to or received from the Company payments for property or services in an amount which, in any of the last three fiscal (3) years, exceeds greater of 2% of such other company’s consolidated gross revenues or $1 million.

Charitable contributions not considered “payments” for purposes of this prohibition but contributions meeting these thresholds must be disclosed on the Company’s website or in its annual proxy statement or its Annual Report on Form 10-K.

Under such definitions, we

Brady, and Dr.

Runge to be “independent.” Nasdaq listing rules permits a phase-in period of up to

one year for an issuer registering securities in an initial public offering to comply with its requirement that a majority of the board

of directors be made up of independent directors.

However, our common stock is not currently quoted or listed on any national exchange

or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject

to any director independence requirements.

We are subject to Nasdaq’s director independence requirements and are required to structure

our board of directors accordingly.

Committees of the Board

Our board of directors has

established three standing committees:

Audit, Compensation, and Nominating and Corporate Governance.

Each of these standing committees

operate pursuant to its respective charter.

The committee charters are reviewed annually by the Nominating and Corporate Governance Committee.

If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose

revisions to the charters.

The responsibilities of each committee are described in more detail below.

Nasdaq listing rules permits

a phase-in period for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee

and Nominating and Corporate Governance Committee independence requirements.

Under the initial public offering phase-in period, only one

member of each committee is required to satisfy the heightened independence requirements at the time our registration statement becomes

effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90 days following

the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence requirements

within one year from the effectiveness of our registration statement.

The composition

and functions of each committee are described below.

Nominating and Corporate Governance

Shahrokh Shabahang, D.D.S., MS, Ph.D.

Charles Nelson

Jeffrey Runge, M.D.

Chairman of the committee

Audit Committee

The Audit Committee,

among other things, is responsible for:

approving the compensation of;

overseeing the work of;

and assessing the independence, qualifications, and performance of the independent auditor;

reviewing the internal audit function, including its independence, plans, and budget;

approving, in advance, audit and any permissible non-audit services performed by our independent auditor;

reviewing our internal controls with the independent auditor, the internal auditor, and management;

reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

overseeing our financial compliance system;

overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology.

The Board has affirmatively

determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under

SEC rules and Nasdaq listing rules.

The Board has adopted a written charter setting forth the authority and responsibilities of the Audit

The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr.

meets the qualifications of an Audit Committee financial expert.

The Audit Committee consists

Nelson, and Dr.

Brady chairs the Audit Committee.

Compensation Committee

The Compensation

Committee is responsible for:

reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;

overseeing and administering the Company’s executive compensation plans, including equity-based awards;

negotiating and overseeing employment agreements with officers and directors;

overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives.

The Board has

adopted a written charter setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee

consists of Mr.

Nelson, and Dr.

Nelson serves as chairman of the Compensation Committee.

The Board has affirmatively

determined that each member of the Compensation Committee meets the independence criteria applicable to compensation committee members

under SEC rules and Nasdaq listing rules.

Nominating and Corporate Governance Committee

The Nominating

and Corporate Governance Committee, among other things, is responsible for:

reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues;

evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;

working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee;

annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;

reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and Committee Charters;

recommending to the Board individuals to be elected to fill vacancies and newly created directorships;

overseeing the Company’s compliance program, including the Code of Conduct;

overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures.

The Board of Directors has

adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee consists of Dr.

Brady, and Mr.

Runge serves as chairman of the Nominating and Corporate Governance Committee.

The Company’s Board

of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of

the independent director guidelines of Nasdaq listing rules.

Compensation Committee Interlocks and Insider

Participation

None of the Company’s

executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee

serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s board

of directors or its compensation committee.

None of the members of the Company’s compensation committee is, or has ever been, an

officer or employee of the Company.

There are no interlocking relationships as defined in the applicable SEC rules.

Code of Business Conduct and Ethics

The Company’s board

of directors adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable

federal securities laws and the corporate governance rules of the Nasdaq Capital Market.

The code of business conduct and ethics

is publicly available on the Company’s website.

Any substantive amendments or waivers of the code of business conduct and ethics

or code of ethics for senior financial officers may be made only by the Company’s board of directors and will be promptly disclosed

as required by applicable U.S.

federal securities laws and the corporate governance rules of the Nasdaq Capital Market.

Corporate Governance Guidelines

The Company’s board

of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq Capital Market.

Involvement in Certain Legal Proceedings

To our knowledge,

none of our current directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth above

and in our discussion below in “ Certain Relationships and Related Transactions ,” none of our directors or executive

officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are

required to be disclosed pursuant to the rules and regulations of the SEC.

Other than as set forth below,

we are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will

have a material adverse effect on our business, financial condition or operating results.

The Company, Amro Albanna,

our Chief Executive Officer, and Dr.

Shahrokh Shabahang, our Chief Innovation Officer, have been named as cross-defendants in a counterclaim

filed by Christopher Sechrist in an action entitled Shahrokh Shabahang v.

Christopher Sechrist, San Bernardino County Superior Court Case

CIVDS1831323.

In a cross-complaint, Mr.

Sechrist contends that he was a partner in a dental practice with Dr.

Shabahang, and that

disputes arose as between those partners.

Neither the Company nor Mr.

Albanna were partners in, or otherwise have an interest in, the

dental practice.

Notwithstanding, and seemingly based solely on the fact that Dr.

Shabahang became the Chief Innovation Officer for the

Sechrist has brought claims against the Company and Mr.

Both the Company and Mr.

Albanna believe that the Counterclaims

Sechrist have no factual or legal merit, and they intend to vigorously defend themselves in the action and to seek a dismissal

of the case as against them as soon as possible.

On May 26, 2020, Mr.

Sechrist filed a request for dismissal as to the Company and Mr.

Albanna with the Superior Court of California, County of San Bernardino, San Bernardino District.

The clerk of the court entered the dismissal

with prejudice on May 26, 2020.

Our Chief Executive Officer,

Amro Albanna, is a party to litigation matters unrelated to the Company or any of its properties.

Such litigations relate to Innovation

Economy Corporation (IEC), a company in which Mr.

Albanna served as the CEO and a Director from 2010 until 2017, and its wholly-owned

subsidiaries (Innovation Economy Corporation d/b/a ieCrowd).

The first litigation (ieCrowd v.

al, Superior Court, Riverside County)

was originally commenced by IEC and its subsidiary after Mr.

Albanna was no longer affiliated with IEC, against certain third-party defendants

based upon claims related to their misconduct and mismanagement.

Such defendants subsequently brought a countersuit against IEC and its

subsidiary, in which they named Mr.

Albanna and others as defendants, alleging that they were misled to invest in IEC and its subsidiary

based upon misrepresentations by, among others, Mr.

The cases have now been consolidated.

Albanna believes that the counteraction

commenced by the third parties against him is without merit and intends to defend himself.

The second matter (Calabria v.

commenced by Calabria Ventures (the “Calabria Action”) more than 2 years after Mr.

Albanna was no longer affiliated with IEC,

related to uncollected rent.

Albanna believes that the action commenced against him is without merit and intends to defend himself.

IEC (either directly or through its Director and officer insurance policy) has covered all related legal costs to date.

On August 5, 2020,

the plaintiff in the Calabria Action filed a request for dismissal as to Mr.

Albanna with the Superior Court of California, County of

The clerk of the court entered the dismissal without prejudice on August 5, 2020.

Executive Compensation

The information required

by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

The information required

by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Certain Relationships and Related

Transactions, and Director Independence

The information required

by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Principal Accounting Fees and

The information required

by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

The following table represents

information regarding the total compensation for the named executive officers of the Company as of December 31, 2023 and 2022:

and Principal Position

Chief Executive Officer and Director

Shahrokh Shabahang, D.D.S., MS, Ph.D.

Chief Innovation Officer

Corinne Pankovcin

Chief Commercialization Officer,

Former President (1) , Former Chief Financial Officer (2)

Chief Financial Officer

Matthew Shatzkes

Legal Officer & General Counsel (3)

Option awards represent granted

options at the fair market value as of the date of grant.

Restricted stock units represent granted restricted stock units at the fair

market value as of the date of grant.

In February 2023, the Company formed a subsidiary, Pearsanta, Inc.

in order to accelerate the growth of the Company’s AditxtScore program through future strategic revenue and growth oriented transactions.

In connection with the formation of Pearsanta and Corinne Pankovcin’s anticipated role in driving such strategic revenue and growth oriented transactions, Ms.

Pankovcin’ s title was changed from President to Chief Commercialization Officer, effective April 12, 2023.

Pankovcin served as the Company’s Chief Financial Officer from July 2020 through September 25, 2021.

She was appointed as our President on September 25, 2021.

Pankovcin’s title was changed from President to Chief Commercialization Officer effective April 12, 2023.

Shatzkes joined Aditxt in January of 2022.

Shatzkes departed Aditxt in July of 2023.

All other compensation is inclusive of Pearsanta, Inc.

option grants to Mr.

Shabahang, Ms.

Pankovcin, and Mr.

Shatzkes received consideration in connection with the Separation and General Release agreement.

Employment Agreements

Amro Albanna, Chief Executive Officer

On November 14, 2021, the

Company entered into an Amended and Restated Employment Agreement with Mr.

Amro Albanna, the Chief Executive Officer of the Company (the

“Amro Employment Agreement”).

Pursuant to the Amro Employment Agreement, Mr.

Albanna will receive (i) a base salary at the

annual rate of $280,000 for the remainder of calendar year 2021, and effective January 1, 2022, $500,000 (prorated for any partial year)

payable in bimonthly installments (ii) the opportunity to earn an annual bonus of 2% of the Company’s earnings before interest,

taxes, depreciation, and amortization (EBITDA) with respect to an applicable year for which the bonus is payable, provided that such bonus

will not exceed two (2) times Mr.

Albanna’s base salary, and (iii) eligible to earn an annual discretionary bonus as determined

by the Board or its Compensation Committee in their sole discretion.

In addition, for calendar year 2021, Mr.

Albanna will be eligible

to earn an additional discretionary bonus as determined by the Company.

The term of Mr.

Albanna’s engagement under the Amro Employment Agreement commences as of the Effective Date (as defined in the Amro Employment Agreement)

and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Amro Employment Agreement.

Albanna’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr.

or the Company.

Under the Amro Employment

Agreement, termination of Mr.

Albanna by the Company for “Cause,” “Death,” or “Disability,” (as such

terms are defined in the Amro Employment Agreement), or resignation by Mr.

Albanna without “Good Reason” (as defined in the

Amro Employment Agreement), will not require the Company to pay severance to Mr.

Upon any such termination, Mr.

be entitled to receive any Accrued Compensation (as defined in the Amro Employment Agreement), which in the case of termination by the

Company for Cause or resignation by Mr.

Albanna for Good Reason will not include payment of pro rata bonus;

provided , however ,

if termination of Mr.

Albanna by the Company without “Cause” or resignation by Mr.

Albanna for “Good Reason,”

then under the Amro Employment Agreement will require the Company to pay severance to Mr.

Upon any such termination, Mr.

will be entitled to receive any Accrued Compensation and, subject to Mr.

Albanna’s execution of an irrevocable release, receive

(i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as

of the date of termination, less applicable taxes and withholdings;

(ii) provide reimbursement to Mr.

Albanna’s medical insurance

premiums for a period of twelve (12) months following the date of termination;

and (iii) cause any equity awards granted prior to the

Effective Date (as defined in the Amro Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect

to all options and stock appreciation rights, to become fully exercisable.

Notwithstanding the foregoing,

under the Amro Employment Agreement, termination of Mr.

Albanna by the Company without Cause or resignation by Mr.

Albanna for Good Reason

and a Change of Control (as defined in the Amro Employment Agreement) of the Company occurs within six (6) months after such termination,

or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr.

Albanna in connection to such termination.

Upon such termination, Mr.

Albanna will be entitled to receive any Accrued Compensation, and subject to Mr.

Albanna’s execution

of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of three

Albanna’s salary then in effect as of the date of termination, less applicable taxes and withholdings;

(ii) provide reimbursement

Albanna’s medical insurance premiums for a period of twenty-four (24) months following the date of termination;

notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other

agreement relating to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding and unvested

to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months

(but not later than when the award would otherwise expire).

The Amro Employment

Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months

following any cessation of employment with respect to Mr.

To the extent any of the payments or benefits provided for under the

Amro Employment Agreement or any other agreement or arrangement between Mr.

Albanna and the Company (collectively, the “Payments”),

(a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal

Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by

Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Mr.

highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments

that can be paid that would not result in the imposition of the excise tax under Section 4999.

Corinne Pankovcin, Chief Commercialization

On November 14, 2021, Aditxt,

(the “Company”) entered into a new employment agreement (the “Pankovcin Employment Agreement”) with the Company’s

President, Corinne Pankovcin, pursuant to which Ms.

Pankovcin will continue to serve as the Company’s President and Secretary until

the date upon which Ms.

Pankovcin’s employment may be terminated in accordance with the terms of the Pankovcin Employment Agreement.

The term of Ms.

engagement under the Pankovcin Employment Agreement commences as of the Effective Date (as defined in the Pankovcin Employment Agreement)

and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Pankovcin Employment Agreement.

Pankovcin’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Ms.

Pankovcin or the Company.

Pursuant to the Pankovcin

Employment Agreement, Ms.

Pankovcin will receive:

(i) a base salary at the annual rate of $250,000 for the remainder of calendar year

2021, and effective January 1, 2022, $385,000 (prorated for any partial year) payable in bimonthly installments and (ii) eligible to earn

an annual discretionary bonus with a target amount of 45% of Base Compensation, which is based on the achievement of performance objectives,

which will be determined by the Board and Compensation Committee.

In addition, for calendar year 2021, Ms.

Pankovcin shall be eligible

to earn an additional discretionary bonus as determined by the Company.

Under the Pankovcin Employment

Agreement, termination of Ms.

Pankovcin by the Company for “Cause,” “Death,” or “Disability,” (as

such terms are defined in the Pankovcin Employment Agreement), or resignation by Ms.

Pankovcin for “Good Reason” (as defined

in the Pankovcin Employment Agreement), will not require the Company to pay severance to Ms.

Upon any such termination, Ms.

Pankovcin will be entitled to receive any Accrued Compensation (as defined in the Pankovcin Employment Agreement), which in the case of

termination by the Company for Cause or resignation by Ms.

Pankovcin for Good Reason will not include payment of pro rata bonus;

however , if termination of Ms.

Pankovcin by the Company without “Cause” or resignation by Ms.

Pankovcin for

“Good Reason,” then under the Pankovcin Employment Agreement will require the Company to pay severance to Ms.

any such termination, Ms.

Pankovcin will be entitled to receive any Accrued Compensation and, subject to Ms.

Pankovcin’s execution

of an irrevocable release, receive:

(i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months

base salary then in effect as of the date of termination, less applicable taxes and withholdings;

(ii) provide reimbursement to Ms.

medical insurance premiums for a period of twelve (12) months following the date of termination;

and (iii) cause any equity awards granted

prior to the Effective Date (as defined in the Pankovcin Employment Agreement), that are then outstanding and unvested to immediately

vest and, with respect to all options and stock appreciation rights, to become fully exercisable.

Notwithstanding the foregoing,

under the Pankovcin Employment Agreement, termination of Ms.

Pankovcin by the Company without Cause or resignation by Ms.

Pankovcin for

Good Reason and a Change of Control (as defined in the Pankovcin Employment Agreement) of the Company occurs within six (6) months after

such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms.

Pankovcin in connection

to such termination.

Upon such termination, Ms.

Pankovcin will be entitled to receive any Accrued Compensation, and subject to Ms.

execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the sum of

(A) the product of two times Ms.

Pankovcin’s salary then in effect as of the date of termination, less applicable taxes and withholdings,

and (B) the product of two times Ms.

Pankovcin’s Target Bonus;

(ii) provide reimbursement to Ms.

Pankovcin’s medical insurance

premiums for a period of twenty-four (24) months following the date of termination;

and (iii) notwithstanding any provision of any stock

incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of

the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect

to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award

would otherwise expire).

The Pankovcin Employment

Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months

following any cessation of employment with respect to Ms.

To the extent any of the payments or benefits provided for under

the Pankovcin Employment Agreement or any other agreement or arrangement between Ms.

Pankovcin and the Company (collectively, the “Payments”),

(a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal

Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by

Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Ms.

the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments

that can be paid that would not result in the imposition of the excise tax under Section 4999.

Farley, Chief Financial Officer

On November 14, 2021, Aditxt,

(the “Company”) entered into a new employment agreement (the “Farley Employment Agreement”) with the Company’s

Chief Financial Officer, Thomas Farley, pursuant to which Mr.

Farley will continue to serve as the Company’s Chief Financial Officer

until the date upon which Mr.

Farley’s employment may be terminated in accordance with the terms of the Farley Employment Agreement.

The term of Mr.

engagement under the Farley Employment Agreement commences as of the Effective Date (as defined in the Farley Employment Agreement) and

continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Farley Employment Agreement.

Farley’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr.

or the Company.

Pursuant to the Farley Employment

Agreement, Mr.

Farley will receive:

(i) a base salary at the annual rate of $225,000 for the remainder of calendar year 2021, and effective

January 1, 2022, $355,000 (prorated for any partial year) payable in bimonthly installments and, (ii) eligible to earn an annual discretionary

bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined

by the Board and Compensation Committee.

In addition, for calendar year 2021, Mr.

Farley will be eligible to earn an additional discretionary

bonus as determined by the Company.

Under the Farley Employment

Agreement, termination of Mr.

Farley by the Company for “Cause,” “Death,” or “Disability,” (as such

terms are defined in the Farley Employment Agreement), or resignation by Mr.

Farley without “Good Reason” (as defined in the

Farley Employment Agreement), will not require the Company to pay severance to Mr.

Upon any such termination, Mr.

be entitled to receive any Accrued Compensation (as defined in the Farley Employment Agreement which in the case of termination by the

Company for Cause or resignation by Mr.

Farley for Good Reason will not include payment of pro rata bonus;

provided , however ,

if termination of Mr.

Farley by the Company without “Cause” or resignation by Mr.

Farley for “Good Reason,” then

under the Farley Employment Agreement will require the Company to pay severance to Mr.

Upon any such termination, Mr.

be entitled to receive any Accrued Compensation and, subject to Mr.

Farley’s execution of an irrevocable release, receive (i) on

the sixtieth day (60th) day following termination, a lump sum cash-payment equal to the sum of (A) the product of two times Mr.

salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Mr.

Target Bonus (as defined in the Farley Employment Agreement);

(ii) provide reimbursement to Mr.

Farley’s medical insurance premiums

for a period of twelve (12) months following the date of termination;

and (iii) cause any equity awards granted prior to the Effective

Date (as defined in the Farley Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to

all options and stock appreciation rights, to become fully exercisable.

Notwithstanding

the foregoing, under the Farley Employment Agreement, termination of Mr.

Farley by the Company without Cause or resignation by Mr.

for Good Reason and a Change of Control (as defined in the Farley Employment Agreement) of the Company occurs within six (6) months after

such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr.

Farley in connection

to such termination.

Upon such termination, Mr.

Farley will be entitled to receive any Accrued Compensation, and subject to Mr.

execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product

of two times Mr.

Farley’s salary then in effect as of the date of termination, less applicable taxes and withholdings;

reimbursement to Mr.

Farley’s medical insurance premiums for a period of twelve (12) months following the date of termination;

and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement

or other agreement relating to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding and

unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable (but not later

than when the award would otherwise expire).

Farley Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect

for twelve (12) months following any cessation of employment with respect to Mr.

To the extent any of the payments or benefits

provided for under the Farley Employment Agreement or any other agreement or arrangement between Mr.

Farley and the Company (collectively,

the “Payments”), (a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section

280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject

to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater

(whichever gives Mr.

Farley the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess

of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999.

Shabahang, Chief Innovation Officer

November 14, 2021, Aditxt, Inc.

(the “Company”) entered into a new employment agreement (the “Shabahang Employment

Agreement”) with the Company’s Chief Innovation Officer, Shahrokh Shabahang, pursuant to which Mr.

Shabahang will continue

to serve as the Company’s Chief Innovation Officer until the date upon which Mr.

Shabahang’s employment may be terminated

in accordance with the terms of the Shabahang Employment Agreement.

Shabahang’s engagement under the Shabahang Employment Agreement commences as of the Effective Date (as defined in the

Shabahang Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the

Shabahang Employment Agreement.

The term of Mr.

Shabahang’s Employment Agreement is automatically renewed for successive one (1)

year periods until terminated by Mr.

Shabahang or the Company.

to the Shabahang Employment Agreement, Mr.

Shabahang will receive:

(i) a base salary at the annual rate of $210,000 for the remainder

of calendar year 2021, and effective January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and

(ii) eligible to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement

of performance objectives, which will be determined by the Board and Compensation Committee.

In addition, for calendar year 2021, Mr.

Shabahang will be eligible to earn an additional discretionary bonus as determined by the Company.

the Shabahang Employment Agreement, termination of Mr.

Shabahang by the Company for “Cause,” “Death,” or “Disability,”

(as such terms are defined in the Shabahang Employment Agreement), or resignation by Mr.

Shabahang without “Good Reason”

(as defined in the Shabahang Employment Agreement), will not require the Company to pay severance to Mr.

Upon any such termination,

Shabahang will be entitled to receive any Accrued Compensation (as defined in the Shabahang Employment Agreement), which in the case

of termination by the Company for Cause or resignation by Mr.

Shabahang for Good Reason will not include payment of pro rata bonus;

however , if termination of Mr.

Shabahang by the Company without “Cause” or resignation by Mr.

Shabahang for

“Good Reason,” then under the Shabahang Employment Agreement will require the Company to pay severance to Mr.

Upon any such termination, Mr.

Shabahang will be entitled to receive any Accrued Compensation and, subject to Mr.

Shabahang’s execution

of an irrevocable release, receive:

(i) on the sixtieth day (60th) day following termination, a lump sum cash-payment equal to the sum

of (A) the product of two times Mr.

Shabahangs’s salary then in effect as of the date of termination, less applicable taxes and

withholdings, and (B) the product of two times Mr.

Shabahang’s Target Bonus (as defined in the Shabahang Employment Agreement);

(ii) provide reimbursement to Mr.

Shabahang’s medical insurance premiums for a period of twelve (12) months following the date

of termination;

and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Shabahang Employment Agreement),

that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become

fully exercisable.

Notwithstanding

the foregoing, under the Shabahang Employment Agreement, termination of Mr.

Shabahang by the Company for without Cause or resignation

Shabahang for Good Reason and a Change of Control (as defined in the Shabahang Employment Agreement) of the Company occurs within

six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to

Shabahang in connection to such termination.

Upon such termination, Mr.

Shabahang will be entitled to receive any Accrued Compensation,

and subject to Mr.

Shabahang’s execution of an irrevocable release, receive:

(i) on the sixtieth (60th) day of termination, a lump

sum cash-payment equal to the product of two times Mr.

Shabahang’s salary then in effect as of the date of termination, less applicable

taxes and withholdings;

(ii) provide reimbursement to Mr.

Shabahang’s medical insurance premiums for a period of twenty-four (24)

months following the date of termination;

and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement,

realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted

prior to the that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights,

to become fully exercisable for twenty-four (24) months (but not later than when the award would otherwise expire).

Shabahang Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect

for twelve (12) months following any cessation of employment with respect to Mr.

To the extent any of the payments or benefits

provided for under the Shabahang Employment Agreement or any other agreement or arrangement between Mr.

Shabahang and the Company (collectively,

the “Payments”), (a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section

280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject

to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater

(whichever gives Mr.

Shabahang the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess

of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999.

Albanna, Chief Operating Officer

November 14, 2021, Aditxt, Inc.

(the “Company”) entered into a new employment agreement (the “Rowena Employment Agreement”)

with the Company’s Chief Operating Officer, Rowena Albanna, pursuant to which Ms.

Albanna will continue to serve as the Company’s

Chief Operating Officer until the date upon which Ms.

Albanna’s employment may be terminated in accordance with the terms of the

Rowena Employment Agreement.

Albanna’s engagement under the Rowena Employment Agreement commences as of the Effective Date (as defined in the Rowena

Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Rowena Employment

The term of Ms.

Albanna’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated

Albanna or the Company.

to the Rowena Employment Agreement, Ms.

Albanna will receive:

(i) a base salary at the annual rate of $210,000 for the remainder of calendar

year 2021 and effective January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii) eligible

to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance

objectives, which will be determined by the Board and Compensation Committee.

In addition, for calendar year 2021, Ms.

Albanna will be

eligible to earn an additional discretionary bonus as determined by the Company.

the Rowena Employment Agreement, termination of Ms.

Albanna by the Company for “Cause,” “Death,” or “Disability,”

(as such terms are defined in the Rowena Employment Agreement), or resignation by Ms.

Albanna for “Good Reason” (as defined

in the Rowena Employment Agreement), will not require the Company to pay severance to Ms.

Upon any such termination, Ms.

will be entitled to receive any Accrued Compensation (as defined in the Rowena Employment Agreement), which in the case of termination

by the Company for Cause or resignation by Ms.

Albanna for Good Reason will not include payment of pro rata bonus;

however , if termination of Ms.

Albanna by the Company without “Cause” or resignation by Ms.

Albanna for “Good

Reason” (as such terms are defined in the Rowena Employment Agreement), then under the Rowena Employment Agreement will require

the Company to pay severance to Ms.

Upon any such termination, Ms.

Albanna will be entitled to receive any Accrued Compensation

and, subject to Ms.

Albanna’s execution of an irrevocable release, receive:

(i) on the sixtieth day (60th) day following termination,

a lump sum amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings;

(ii) provide reimbursement to Ms.

Albanna’s medical insurance premiums for a period of twelve (12) months following the date of

and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Rowena Employment Agreement), that

are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully

Notwithstanding

the foregoing, under the Rowena Employment Agreement, termination of Ms.

Albanna by the Company without Cause or resignation by Ms.

for Good Reason and a Change of Control (as defined in the Rowena Employment Agreement) of the Company occurs within six (6) months after

such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms.

Albanna in connection

to such termination.

Upon such termination, Ms.

Albanna will be entitled to receive any Accrued Compensation, and subject to Ms.

execution of an irrevocable release, receive:

(i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the sum

of (A) the product of two times Ms.

Albanna’s salary then in effect as of the date of termination, less applicable taxes and withholdings,

and (B) the product of two times Ms.

Albanna’s Target Bonus;

(ii) provide reimbursement to Ms.

Albanna’s medical insurance

premiums for a period of twenty-four (24) months following the date of termination;

and (iii) notwithstanding any provision of any stock

incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of

the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect

to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award

would otherwise expire).

Rowena Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect

for twelve (12) months following any cessation of employment with respect to Ms.

To the extent any of the payments or benefits

provided for under the Rowena Employment Agreement or any other agreement or arrangement between Ms.

Albanna and the Company (collectively,

the “Payments”), (a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section

280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject

to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater

(whichever gives Ms.

Albanna the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess

of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999.

Shatzkes, Former Chief Legal Officer and General Counsel

January 28, 2022, Aditxt, Inc.

(the “Company”) entered into an employment agreement (the “Employment Agreement”)

with Matthew Shatzkes, the Chief Legal Officer and General Counsel of the Company.

Pursuant to the Employment Agreement, Mr.

will (i) receive a base salary at the annual rate of $385,000 (the “Base Compensation”) payable in bimonthly installments,

(ii) receive a one-time sign-on bonus (the “Sign-on Bonus”), (iii) a minimum 2022 quarterly bonus (the “Minimum 2022

Bonus”), and (iv) will be entitled to earn an annual discretionary bonus beginning in fiscal year 2022.

the first anniversary of the Employment Agreement (the “Anniversary Date”), in addition to Mr.

Shatzkes’ Base Compensation,

Shatzkes will be entitled to a minimum quarterly bonus (the “Subsequent Year Minimum Bonus”).

Following the Anniversary

Date, in addition to Mr.

Shatzkes’ Base Compensation and Subsequent Year Minimum Bonus, Mr.

Shatzkes will also be eligible to earn

an annual discretionary bonus.

the Employment Agreement, Mr.

Shatzkes will also receive (i) a restricted stock unit award that will entitle Mr.

Shatzkes to receive

150,000 shares of the Company’s common stock which shall vest immediately, and (ii) a restricted stock unit award of an additional

330,000 shares of the Company’s common stock, which shall vest ratably over eight successive equal quarterly installments over

a two-year period commencing on March 1, 2022 and ending on December 1, 2023.

Shatzkes engagement under the Employment Agreement commences on the Effective Date (as defined in the Employment Agreement)

and continues until January 16, 2024, unless earlier terminated in accordance with the terms of the Employment Agreement.

Shatzkes’ Employment Agreement is automatically renewed for successive one-year periods until terminated by Mr.

the Employment Agreement, termination of Mr.

Shatzkes by the Company for “Cause,” “Death,” or “Disability,”

(as such terms are defined in the Employment Agreement), or resignation by Mr.

Shatzkes without “Good Reason” (as defined

in the Employment Agreement), will not require the Company to pay severance to Mr.

Upon any such termination, Mr.

will be entitled to receive any Accrued Compensation (as defined in the Employment Agreement), which in the case of termination by the

Company for Cause or resignation by Mr.

Shatzkes for Good Reason will not include payment of pro rata bonus.

If, however, termination

Shatzkes by the Company without “Cause”, resignation by Mr.

Shatzkes for “Good Reason” or and a Change

of Control (as defined in the Employment Agreement) event occurs, then the Employment Agreement will require the Company to pay severance

Upon any such termination, Mr.

Shatzkes will be entitled to receive any Accrued Compensation and, subject to Mr.

execution of an irrevocable release, (i) on the sixtieth day following termination, a lump sum amount equal (a) twelve months of his

Base Compensation, Sign-on Bonus and Minimum 2022 Bonus if his Employment Agreement is terminated prior to December 31, 2022, or (b)

his Base Compensation and Subsequent Year Minimum Bonus if his Employment Agreement is terminated after December 31, 2022;

reimbursement to Mr.

Shatzkes’ medical insurance premiums for a period of twelve months following the date of termination;

(iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement

or other agreement relating to capital stock of the Company, cause any equity awards granted prior to that termination that are then

outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable.

the extent any of the payments or benefits provided for under the Employment Agreement or any other agreement or arrangement between

Shatzkes and the Company (collectively, the “Payments”), (a) constitute an “excess parachute payment” within

the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”),

and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company

will pay or provide the greater (whichever gives Mr.

Shatzkes the highest net after-tax amount) of (i) all of the Payments or (ii) the

portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the

excise tax under Section 4999.

July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of the Company.

In connection with his resignation, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”).

Pursuant to the Separation Agreement, Mr.

Shatzkes employment with the Company terminated on August 4, 2023 (the “Termination Date”).

In addition, the Company agreed to pay Mr.

Shatzkes within seven days after the Termination Date:

(i) $122,292, representing all accrued

salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts, as those terms are defined in Mr.

employment agreement), and (ii) $32,576, representing Mr.

Shatzkes accrued, but unused paid time off.

The Company also agreed to pay Mr.

(i) $385,000, representing 12 months of Mr.

Shatzkes Base Compensation (as that term is defined in Mr.

Shatzkes employment agreement),

and (ii) $290,000, representing Mr.

Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr.

Shatzkes employment agreement),

on the 60th day following the Termination Date.

In addition, the Company shall reimburse Mr.

Shatzkes COBRA premium for a period of 12

months and shall cause any restricted stock units granted to Mr.

Shatzkes to immediately vest as of the Termination Date.

August 15, 2023, the Company entered into an Amendment to Separation Agreement and General Release with Mr.

Shatzkes (the “Separation

Agreement Amendment”).

Pursuant to the Separation Agreement Amendment, the Company was required to pay Mr.

Shatzkes, upon the earlier

of (i) September 1, 2023 or (ii) two business days following the closing of a capital raise by the Company, an amount equal to $91,060.16,

which amount represents the balance of Mr.

Shatzkes’ Accrued Salary and Wages and Accrued PTO plus an additional $1,000 to serve

as consideration for entering into the Separation Agreement Amendment.

In addition, under the Separation Agreement Amendment, the Company

was required to pay Mr.

Shatzkes the Severance Base Compensation and the Severance Bonus upon the earlier of (i) the 60 th day

following the Termination Date or (ii) two business days following the closing of a capital raise by the Company.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information regarding beneficial ownership of shares of our common stock as of February 12, 2024 based

on 1,665,214 shares issued and outstanding by (i) each person known to beneficially own more than 5% of our outstanding common stock,

(ii) each of our directors, (iii) our executive officers and (iv) all directors and executive officers as a group.

Shares are beneficially

owned when an individual has voting and/or investment power over the shares or could obtain voting and/or investment power over the shares

within 60 days of February 12, 2024.

Except as otherwise indicated, the persons named in the table have sole voting and investment power

with respect to all shares beneficially owned, subject to community property laws, where applicable.

Unless otherwise indicated, the

address of each beneficial owner listed below is c/o Aditxt, Inc., 737 N.

Fifth Street, Suite 200, Richmond, VA 23219.

Directors and Officers:

Amro Albanna (1)

Shahrokh Shabahang, D.D.S., MS, Ph.D.

Corinne Pankovcin (3)

Rowena Albanna (4)

Brian Brady (5)

Jeffrey Runge, M.D.

Charles Nelson (8)

All directors and executive officers as a group

Includes (i) 9,704 shares

issuable pursuant to options that are fully vested;

(ii) 228 shares beneficially owned by the Albanna Family Trust, of which Mr.

Albanna is the Trustee;

(iii) 151 shares directly owned by Mr.

and (iv) 20 Series A Warrants issued as part of the conversion

of outstanding accrued compensation through March 31, 2020.

Albanna may be deemed to beneficially own the securities held by

his wife Rowena Albanna, the Company’s Chief Operating Officer.

Includes (i) 7,108 beneficially

owned by Shabahang-Hatami Family Trust, of which Shahrokh Shabahang, D.D.S., MS, Ph.D.

is the Trustee;

(ii) warrants to purchase

111 shares, including 24 Series A Warrants issued as part of the conversion of outstanding accrued compensation through March 31,

2020, and 87 warrants beneficially owned by the Shabahang-Hatami Family Trust;

(iii) 561 shares directly owned by Mr.

Includes (i) 86 shares

held directly by Ms.

and (ii) 4,880 shares issuable pursuant to options that are fully vested.

Includes (i) 86 shares

held directly by Ms.

(ii) 4,852 shares issuable pursuant to options that are fully vested;

and (iii) 18 Series A Warrants

issued as part of the conversion of outstanding accrued compensation through March 31, 2020.

Albanna may be deemed to beneficially

own the securities held by her husband Amro Albanna, the Company’s Chief Executive Officer.

Includes (i) 13 shares

held directly by Mr.

and (ii) 475 shares issuable pursuant to options that are fully vested.

Includes (i) 2 shares held

by Biologue, Inc., over which Dr.

Runge has voting and dispositive control;

(ii) 6 shares held directly by Dr.

and (iii) 475

shares issuable pursuant to options that are fully vested.

Includes (i) 80 shares

held directly by Mr.

Farley and (ii) 4,732 shares issuable pursuant to options that are fully vested.

Includes (i) 261 shares

held by Siu Kim Athle International, LLC., over which Mr.

Nelson has voting and dispositive control and (ii) 470 shares issuable

pursuant to options that are fully vested.

Certain Relationships and Related Transactions, and Director Independence

Except as described below

and except for employment arrangements which are described under “executive compensation,” since January 1, 2018, there

has not been, nor is there currently proposed, other than described below, any transaction in which we are or were a participant, the

amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at December 31, 2023 and 2022, and any of

our directors, executive officers, holders of more than 5% of our Common Stock or any immediate family member of any of the foregoing

had or will have a direct or indirect material interest.

On February 29, 2024, Amro Albanna, the Chief Executive Officer

of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $117,000 and $115,000, respectively, to the

The loans were evidenced by an unsecured promissory note (the “February 29th Notes”).

Pursuant to the terms of the

February 29th Notes, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier

of August 29, 2024 or an event of default, as defined therein.

February 15, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $205,000 to the Company.

The loan was evidenced by

an unsecured promissory note (the “February Note”).

Pursuant to the terms of the February Note, it will accrue interest at

the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 15, 2024 or an event of default, as

defined therein.

February 7, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $30,000 to the Company.

The loan was evidenced by an

unsecured promissory note (the “February Note”).

Pursuant to the terms of the February Note, it will accrue interest at the

Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 7, 2024 or an event of default, as defined

December 20, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $165,000 to the Company.

The loan was evidenced by

an unsecured promissory note (the “Second December Note”).

Pursuant to the terms of the December Note, it will accrue interest

at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of June 20, 2024 or an event of default, as

defined therein.

As of December 31, 2023 this loan has been repaid.

December 6, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $200,000 to the Company.

The loan was evidenced by an

unsecured promissory note (the “First December Note”).

Pursuant to the terms of the December Note, it will accrue interest

at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of June 6, 2024 or an event of default, as

defined therein.

As of December 31, 2023 this loan has been repaid.

On November 30, 2023, Amro Albanna,

the Chief Executive Officer of the Company loaned $10,000 to the Company.

The loan was evidenced by an unsecured promissory note (the

“November Note”).

Pursuant to the terms of the November Note, it will accrue interest at the Prime rate of eight and one-half

percent (8.5%) per annum and is due on the earlier of May 30, 2024 or an event of default, as defined therein.

As of December 31, 2023

this loan has been repaid.

On June 12, 2023, Amro Albanna,

the Chief Executive Officer of the Company and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $200,000 and $100,000,

respectively, to the Company.

The loans were evidenced by an unsecured promissory note (the “June Notes”).

Pursuant to the

terms of the June Notes, each of the June Notes will accrue interest at the Prime rate of eight and one-quarter percent (8.25%) per annum

and is due on the earlier of December 12, 2023 or an event of default, as defined therein.

As of December 31, 2023 this loan has been

April 21, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the

Company, loaned $87,523 and $100,000, respectively, to the Company.

The loans were each evidenced by an unsecured promissory note

(the “April Note”).

Pursuant to the terms each April Note, it will accrue interest at the Prime rate of eight percent (8.00%)

per annum and is due on the earlier of October 21, 2023, or an event of default, as defined therein.

As of September 30, 2023, the note

was fully paid off.

May 25, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $200,000 to the Company.

The loan was evidenced by

an unsecured promissory note (the “May Note”).

Pursuant to the terms of the May Note, it will accrue interest at a rate of

eight and one-quarter percent (8.25%) per annum, the Prime rate on the date of signing, and is due on the earlier of November 25, 2023

or an event of default, as defined therein.

As of September 30, 2023, the note was fully paid off.

June 12, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the

Company, loaned $200,000 and $100,000, respectively, to the Company.

The loans were evidenced by an unsecured promissory note (the

“June Note”).

Pursuant to the terms of the June Note, it will accrue interest at the Prime rate of eight and one-quarter

percent (8.25%) per annum and is due on the earlier of December 12, 2023, or an event of default, as defined therein.

As of September

30, 2023, the June Note was fully paid off.

July 11, 2023, we entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with

Amro Albanna, its Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company

agreed to issue and sell one (1) share of the Company’s Series C Preferred Stock, par value $0.001 per share (the “Preferred

Stock”), to the Purchaser for $1,000 in cash.

The sale closed on July 11, 2023.

July 19, 2022, we entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with

Amro Albanna, its Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company

agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Preferred

Stock”), to the Purchaser for $20,000 in cash.

The sale closed on July 19, 2022.

The one share of Series B Preferred Stock was redeemed

by the Company on Pctober 7, 2022 for $20,000 following the approval of the 2022 reverse stock split.

the years ended December 31, 2019 and 2018, Rowena Albanna, the wife of Amro Albanna, our Chief Executive Officer, provided

the Company with operations consulting services.

In July 2020, Ms.

Albanna joined the Company as its Chief Operating Officer.

of December 31, 2018, $112,000 was accrued as compensation.

An additional $180,000 was expensed as compensation during the year

ended December 31, 2019, and $17,000 was paid on the accrued balance.

As of December 31, 2019, $275,000 remained accrued and

January 22, 2018, the Company issued an unsecured promissory note to Sekris for $40,000 that accrued interest of 4% annually.

note was due on the earlier of July 22, 2018 or in the event of default, as defined in the agreement.

This note has been repaid

as of December 31, 2019.

February 12, 2018, the Company issued an unsecured promissory note to Sekris for $50,000 that accrued interest of 4% annually.

note was due on the earlier of August 12, 2018 or in the event of default, as defined in the agreement.

This note has been repaid

as of December 31, 2019.

March 2, 2018, the Company issued an unsecured promissory note to Sekris for $10,000 that accrued interest of 4% annually.

was due on the earlier of September 2, 2018 or in the event of default, as defined in the agreement.

This note has been repaid as

of December 31, 2019.

March 8, 2018, we entered into an Assignment Agreement (the “Assignment Agreement”) with Sekris.

See “Summary — Overview — License

Agreement with Loma Linda University.” Dr.

Shabahang, our Chief Innovative Officer, was the Chief Executive Officer of Sekris.

Sekris was subsequently dissolved in 2019.

March 8, 2018, we issued a warrant to purchase up to 10,000 shares of our Common Stock to Sekris.

On March 2, 2018, we

issued a 4% unsecured promissory note to Sekris in the principal amount of $10,000.

Principal and interest was due on September 2,

2018 or immediately upon an event of default.

On February 12, 2018, we issued a 4% unsecured promissory note to Sekris in the principal

amount of $50,000.

Principal and interest was due on August 12, 2018 or immediately upon an event of default.

On January 22,

2018, we issued a 4% unsecured promissory note to Sekris in the principal amount of $40,000.

Principal and interest was due on July 22,

2018 or immediately upon an event of default.

June 18, 2018, the Company issued an unsecured promissory note to Sekris for $17,502 that accrued interest of 4% annually.

was due on the earlier of December 18, 2018 or in the event of default, as defined in the agreement.

This note has been repaid as

of December 31, 2019.

January 1, 2019, we entered into a consulting agreement with Rowena Albanna, the wife of Amro Albanna, our Chief Executive Officer,

to perform operations consulting services.

As part of this agreement, we pay Ms.

Albanna $15,000 per month for her services.

This agreement

terminated on June 30, 2020.

In July 2020, Ms.

Albanna joined the Company as its Chief Operating Officer.

March 21, 2019, we issued a promissory note to Dr.

Shabahang, our Chief Innovative Officer.

The note has a principal amount

of $10,000, was due on September 21, 2019, and bears an interest rate of 4% per year.

This note remains outstanding.

the year ended December 31, 2019, we assumed an aggregate of $189,625 of liabilities from Sekris in exchange for the return of 94,813 shares

of our Common Stock.

January 20, 2020, we issued a promissory note to Brian Brady, a member of our board of directors.

The note has a principal amount

of $50,000, was due on the earlier of April 19, 2020 or within 10 days of the closing of our initial public offering.

note carried an original issue discount of $25,000.

The note was amended on April 23, 2020 to extend the maturity date to the earlier

of June 30, 2020 or within 10 days of the closing of our initial public offering.

This note was repaid in July 2020.

Approval and Ratification of Related Party Transactions

our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification

of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.

establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so

that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee

On a moving forward basis, our Directors will continue to approve any related party transaction.

Principal Accounting Fees and Services

acted as the Company’s independent registered public accounting firm for the years ended December 31, 2023 and 2022 and for the

interim periods in such fiscal years.

The following table shows the fees that were incurred by the Company for audit and other services

provided by dbbmckennon for the years ended December 31, 2023 and 2022.

Audit Fees (a)

fees represent fees for professional services provided in connection with the audit of the

Company’s annual financial statements and the review of its financial statements included

in the Company’s Quarterly Reports on Form 10-Q and services that are normally

provided in connection with statutory or regulatory filings.

fees represent fees for professional services related to tax compliance, tax advice and tax

fees represent fees related to our filing of certain Registration Statements.

Exhibits, Financial Statement Schedules.

1 unchanged sentence

(1) Financial

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

to Consolidated Financial Statements

(2) Financial

Statement Schedules:

All financial statement schedules

have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the

notes thereto.

financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in

the financial statements or the notes thereto.

(3) Exhibits.

EXHIBIT INDEX

At The Market Offering Agreement dated December 20, 2022 between Aditxt, Inc.

9 unchanged sentences

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 16, 2022)

Arrangement Agreement between Appili Therapeutics, Inc., Aditxt, Inc.

and Adivir, Inc.

dated as of April 1, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 4, 2024)

Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

10 unchanged sentences

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 14, 2022)

Certificate of Designation for Series A-1 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 26, 2023)

Certificate of Designation for Series B-1 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024)

Certificate of Designation for Series B-2 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024)

Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021)

102 unchanged sentences

Form of Business Loan and Security Agreement dated April 4, 2023(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 7, 2023)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 24, 2023)

Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 25, 2023)

Form of Business Loan and Security Agreement, dated April 24, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 25, 2023)

Form of Agreement for the Purchase and Sale of Future Receipts (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 31, 2023)

Unsecured Promissory Note dated May 25, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 31, 2023)

Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 16, 2023)

At The Market Offering Agreement dated December 20, 2022 between Aditxt, Inc.

Wainwright & Co., LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 20, 2022)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023)

Form of Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023)

Form of Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023)

Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023)

Form of Business Loan and Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023)

Subscription and Investment Representation Agreement, dated July 11, 2023, by and between Aditxt, Inc., and the purchaser signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 14, 2023)

Separation Agreement and General Release by and between Matthew Shatzkes and Aditxt, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 27, 2023)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023)

Form of Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023)

Form of Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023)

Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023)

Amendment to Separation Agreement and General Release dated August 15, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 21, 2023)

Form of Business Loan and Security Agreement dated August 23, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 28, 2023)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 6, 2023)

Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 6, 2023)

Form of Business Loan and Security Agreement dated November 7, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 9, 2023)

Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 1, 2023)

Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 8, 2023)

Assignment Agreement dated as of December 11, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023)

Form of December 2023 Secured Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023)

Form of September 2024 Secured Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023)

Form of Royalty Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023)

IP Security Agreement dated December 11, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023)

Security Agreement dated December 11, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023)

Form of Consulting Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 22, 2023)

Form of Unsecured Promissory Note dated December 20, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 22, 2023)

Exchange Agreement, dated December 22, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 26, 2023)

Registration Rights Agreement, dated December 22, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 26, 2023)

Exchange Agreement, dated December 28, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024)

Form of Voting Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024)

Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024)

Form of Amendment No.

1 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024)

Form of Amendment No.

2 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024)

Form of Amendment No.

1 to September 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024)

First Amendment to Asset Purchase Agreement dated January 4, 2024 by and among Aditxt, Inc., Pearsanta, Inc.

and MDNA Life Sciences, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 9, 2024)

First Amendment to Agreement and Plan of Merger dated as of January 8, 2024, by and among Aditxt, Inc., Adicure, Inc.

and Evofem Biosciences, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 9, 2024)

Form of Business Loan and Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024)

Assignment Agreement dated January 24, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024)

Form of Securities Purchase Agreement dated January 24, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024)

Patent Assignment dated January 24, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024)

Form of Voting Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024)

Second Amendment to Agreement and Plan of Merger dated as of January 8, 2024, by and among Aditxt, Inc., Adicure, Inc.

and Evofem Biosciences, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 2, 2024)

Form of Amendment No.

3 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 6, 2024)

Form of Amendment No.

2 to September 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 6, 2024)

Form of Unsecured Promissory Note dated February 7, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 9, 2024)

Unsecured Promissory Note dated February 15, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 16, 2024)

Engagement Letter dated February 16, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 21, 2024)

Assignment Agreement dated as of February 26, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 29, 2024)

Form of Amendment No.

4 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 29, 2024)

Payoff Letter dated February 26, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 29, 2024)

Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 1, 2024)

Third Amendment to Agreement and Plan of Merger dated as of February 29, 2024, by and among Aditxt, Inc., Adicure, Inc.

and Evofem Biosciences, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 4, 2024)

Unsecured Promissory Note dated March 7, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 11, 2024)

Unsecured Promissory Note dated April 10, 2024 (incorporated by reference to the Registrant’s

Current Report on Form 8-K filed on April 12, 2024)

Consent of dbb mckennon , independent registered public accounting firm

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and

15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial and Accounting Officer Pursuant

to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002

Certification of the Principal Executive, Financial, and Accounting

Officers under Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal

Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal

Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal

Executive, Financial, and Accounting Officers under Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Inline XBRL Instance Document.

10 unchanged sentences

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,

that each person whose signature appears below constitutes and appoints Amro Albanna and Thomas J.

Farley, and each of them, as his or

her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place,

or stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto and other

documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and

each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about

the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that

said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amro Albanna and Thomas J.

each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and

in his or her name, place, or stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same,

with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done

in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming

all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on

behalf of the registrant and in the capacities and on the dates indicated.

/s/ Amro Albanna

8 unchanged sentences

April 16, 2024

/s/ Namvar Kiaie

/s/ Charles Nelson

April 16, 2024

Charles Nelson

/s/ Jeffrey W.

5 unchanged sentences

FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2022 AND 2021

THE YEARS ENDED

31, 2023 AND 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID# 3501 ) F-2

Balance Sheets F-3

Statements of Operations F-4

Statements of Stockholders’ Equity F-5

Statements of Cash Flows F-7

Notes to Financial Statements F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Stockholders’ Equity F-5

Consolidated Statements of Cash Flows F-7

Consolidated Notes to Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Opinion on the Financial Statements

We have audited the accompanying

We have audited the accompanying consolidated

balance sheets of Aditxt, Inc.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’

equity, and cash flows, for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated

statements of operations, stockholders’ equity, and cash flows, for the years ended December 31, 2023 and 2022, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its

cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial

statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 2 to the financial statements,

the Company’s net losses, negative cash flow from operations, and ability to access capital raise substantial doubt about its ability

to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying financial statements have been

prepared assuming the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company’s

net losses and negative cash flow from operations, raise substantial doubt about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in

accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

/s/ dbb mckennon

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ dbbmckennon

We have served as the Company’s auditor

1 unchanged sentence

April 16, 2024

PART I - FINANCIAL INFORMATION

I - FINANCIAL INFORMATION

Financial Statements

1 unchanged sentence

CURRENT ASSETS:

Accounts receivable, net

Prepaid expenses

Note receivable, net

TOTAL CURRENT ASSETS

Fixed assets, net

Intangible assets, net

Right of use asset - long term

Deferred issuance costs

LIABILITIES AND STOCKHOLDERS’ EQUITY

receivable, net

CURRENT ASSETS

of use asset - long term

issuance costs

Investment in Evofem

on acquisition

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

payable - related party

payable, net of discount

on fixed assets

liability - current

CURRENT LIABILITIES

Accounts payable and accrued expenses

Financing on fixed assets – current

Deferred rent

Lease liability - current

TOTAL CURRENT LIABILITIES

Financing on fixed assets - long term

Lease liability - long term

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY

liability - long term

STOCKHOLDERS’

Preferred stock, $ 0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively

Series A-1 Convertible Preferred stock, $ 0.001 par value, 22,280 shares authorized, 22,280 and zero shares issued and outstanding, respectively

Series B Preferred stock, $ 0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively

Series B-2 Convertible Preferred stock, $ 0.001 par value, 2,625 shares authorized, 2,625 and zero shares issued and outstanding, respectively

Series C Preferred stock, $ 0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 1,318,969 and 107,698 shares issued and 1,318,918 and 107,647 shares outstanding, respectively

Treasury stock, 51 and 51 shares, respectively

Additional paid-in capital

Accumulated deficit

paid-in capital

( 127,741,072

( 95,040,362 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to the financial statements.

STOCKHOLDERS’ EQUITY

NON-CONTROLLING

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes to the consolidated financial statements.

STATEMENTS OF OPERATIONS

Cost of goods sold

OPERATING EXPENSES

General and administrative expenses, includes $ 1,516,805 and $ 3,927,551 in stock-based compensation, respectively

of goods sold

profit (loss)

General and administrative expenses $ 1,133,077 , and $ 1,516,805 in stock-based compensation, respectively

Research and development, includes $ 262,154 , and $ 591,518 in stock-based compensation, respectively

Sales and marketing, includes $ 1,023,045 , and $ 0 in stock-based compensation, respectively

Impairment on notes receivable

Total operating expenses

NET LOSS FROM OPERATIONS

Sales and marketing $ 6,787 , and $ 1,023,045 in stock-based compensation, respectively

on notes receivable

operating expenses

LOSS FROM OPERATIONS

( 26,062,425 )

( 25,480,098 )

OTHER EXPENSE

Interest expense

Interest income

Loss on extinguishment of debt

( 4,195,127 )

Amortization of debt discount

of debt discount

( 2,194,773 )

( 1,533,048 )

Total other expense

on note exchange agreement

other expense

( 6,328,022 )

( 2,169,778 )

Net loss before income taxes

loss before income taxes

( 32,390,447 )

( 27,649,876 )

Income tax provision

tax provision

$ ( 32,390,447 )

$ ( 27,649,876 )

Implied Dividends

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

LOSS ATTRIBUTABLE TO ADITXT, INC.

& SUBSIDIARIES

$ ( 32,380,839

$ ( 27,649,876 )

Deemed Dividend

LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ ( 32,700,710

$ ( 27,687,553

Net loss per share - basic and diluted

Weighted average number of shares outstanding during the year - basic and diluted

See accompanying notes to the financial statements.

Weighted average number of shares outstanding during the period - basic and diluted

accompanying notes to the consolidated financial statements.

STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2022 AND 2021

ENDED DECEMBER 31, 2023 AND 2022

Controlling Interest

Stockholders’

Balance December 31, 2021

December 31, 2022

$ ( 201,605 )

$ 100,448,166

Stock option and warrant compensation

Issuance of restricted stock

units for compensation

Issuance of shares for services

Exercise of warrants, modification

of warrants, and issuance of warrants

Sale of Series B Preferred

shares to related party

Redemption of Series B Preferred

shares to related party

Shares issued as inducement

on loans, net of issuance costs

Warrants issued with loans

Reset provision on warrants and

modification of warrants

Issuance of shares for debt

issuance costs

Exercise of warrants

Issuance of shares and warrants

for offering, net of issuance costs

Issuance costs related to exercise

of warrants, modification of warrants, and issuance of warrants

Issuance of shares for settlement of AP

Rounding from reverse stock

$ ( 95,040,362 )

option compensation

stock unit compensation

of restricted stock units for compensation

of common stock

of shares for services

of shares of Pearsanta Common Stock for IP

issued for cash, net of issuance costs

of Series C Preferred shares to related party

of shares for debt issuance costs

of warrants for offering, net of issuance costs

of Series C Preferred shares to related party

A-1 Preferred shares issued for exchange agreement

Note exchange agreement

from reverse stock split

( 32,390,447 )

Balance December 31, 2022

December 31, 2023

$ ( 201,605 )

1 unchanged sentence

$ ( 127,741,072

See accompanying notes to the financial statements.

accompanying notes to the consolidated financial statements.

STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2022 AND 2021

ENDED DECEMBER 31, 2023 AND 2022

Non-Controlling

Stockholders’

Balance December 31, 2020

December 31, 2021

$ ( 201,605 )

$ ( 67,352,809 )

Stock option and warrant compensation

Exercise of warrants

Restricted stock unit compensation

Issuance of shares for services

Issuance of shares for employee compensation

Issuance of shares for vested restricted stock units

Issuance of shares for the conversion of debt

Fair value of warrants issued with convertible note payable

Issuance of shares and warrants for offering, net of issuance costs

Issuance of shares for offerings, net of issuance costs

Warrant consideration for convertible debt offering costs

Reduction in exercise price of warrants

option and warrant compensation

of shares for vested restricted stock units

of shares for services

of warrants, modification of warrants, and issuance of warrants

of Series B Preferred shares to related party

issued as inducement on loans, net of issuance costs

issued with loans

provision on warrants and modification of warrants

of shares for debt issuance costs

of shares and warrants for offering, net of issuance costs

costs related to exercise of warrants, modification of warrants, and issuance of warrants

of shares for settlement of AP

from reverse stock split

( 27,649,876 )

Balance December 31, 2021

December 31, 2022

$ ( 201,605 )

$ 100,448,166

See accompanying notes to the financial statements.

$ ( 95,040,362 )

accompanying notes to the consolidated financial statements.

STATEMENTS OF CASH FLOWS

7 unchanged sentences

Amortization of debt discount

Loss on extinguishment of debt

Impairment on notes receivable

Disposal of fixed assets

Gain on note exchange agreement

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable and accrued expenses

Settlement liability

Net cash used in operating activities

3 unchanged sentences

Purchase of fixed assets

( 1,015,752 )

Tenant improvement allowance receivable

Notes receivable and accrued interest

( 15,002,521 )

Net cash used in investing activities

( 16,305,291 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from note payable - related party

Repayments of note payable - related party

Proceeds from notes - related party

Proceeds from notes and convertible notes payable, net of offering costs

Repayments of notes and convertible notes payable

Repayments of note payable - related party

Repayments of note payable

( 3,152,488 )

( 3,206,887 )

Sale of Series B Preferred shares to related party

1 unchanged sentence

Common stock and warrants issued for cash, net of issuance costs

Exercise of warrants, net of offering costs

Sale of Series C Preferred shares to related party

Redemption of Series C Preferred shares to related party

Exercise of warrants, modification of warrants, and issuance of warrants

Payments on financing on fixed asset

Cash paid on extinguishment of note payable

( 1,200,000 )

Net cash provided by financing activities

NET DECREASE IN CASH

NET INCREASE (DECREASE) IN CASH

( 2,671,538 )

5 unchanged sentences

Cash paid for interest expense

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of shares for the settlement of notes payable

Lease liability recognized from right of use asset

Issuance of shares for the settlement of accounts payable

Original offering discount on convertible note payable

Debt discount from warrants issued with convertible note payable

Debt discount from warrant consideration for convertible debt offering costs

Debt discount from shares issued as inducement for convertible note payable

Liability recognized for financed assets

Reduction in exercise price of warrants

Debt discount from shares issued as inducement for note payable

Shares issued for debt offering costs

1 unchanged sentence

Deferred issuance costs

See accompanying notes to the financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Company Background

We are a biotech innovation company with a mission

of prolonging life and enhancing its quality by improving the health of the immune system.

We are an innovation company developing and

commercializing technologies with a focus on monitoring and modulating the immune system.

Our immune reprogramming technologies are currently

at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection

of transplanted organs, autoimmune diseases, and allergies.

Our immune monitoring technologies are designed to provide a personalized

comprehensive profile of the immune system and we plan to utilize them in our upcoming reprogramming clinical trials to monitor subjects’

immune response before, during and after drug administration.

Reverse Stock Split

On September 13, 2022, the Company effectuated

a 1 for 50 reverse stock split (the “Reverse Split”).

The Company’s stock began trading on a split-adjusted basis effective

on the Nasdaq Stock Market on September 14, 2022.

There was no change to the number of authorized shares of the Company’s common

All shares amounts referenced in this report are adjusted to reflect the Reverse Split.

On August 31, 2021, the Company completed a registered

direct offering (“August 2021 Offering”).

In connection therewith, the Company issued 91,667 shares of common stock,

at a purchase price of $ 120.00 per share, resulting in gross proceeds of approximately $ 11.0 million.

In a concurrent private

placement, the Company issued warrants to purchase up to 91,667 shares.

The warrants have an exercise price of $126.50 per

share and are exercisable for a five-year period commencing six months from the date of issuance.

The warrants exercise

price was subsequently repriced to $ 75.00 .

In addition, the Company issued a warrant to the placement agent to purchase up to 4,584 shares

of common stock at an exercise price of $ 150.00 per share.

On October 18, 2021, the Company entered into

an underwriting agreement with Revere Securities LLC, relating to the public offering (the “October 2021 Offering”) of 56,667 shares

of the Company’s common stock (the “Shares”) by the Company.

The Shares were offered, issued, and sold at a price to

the public of $ 75.00 per share under a prospectus supplement and accompanying prospectus filed with the SEC pursuant to an effective

shelf registration statement filed with the SEC on Form S-3 (File No.

Issuance of shares of Pearsanta Common Stock for IP

Assumption of notes payable from Evofem merger agreement

Series A-1 Preferred shares issued for exchange agreement

Accrued intertest rolled into notes payable

Series B-2 Preferred shares issued in note exchange agreement

accompanying notes to the consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION AND NATURE OF BUSINESS

are a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system.

We are an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system.

Our immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce

tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies.

Our immune monitoring

technologies are designed to provide a personalized comprehensive profile of the immune system and we plan to utilize them in our upcoming

reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration.

January 1, 2023, the Company formed Adimune, Inc., a Delaware wholly owned subsidiary.

January 1, 2023, the Company formed Pearsanta, Inc., a Delaware majority owned subsidiary.

April 13, 2023, the Company formed Adivir, Inc., a Delaware wholly owned subsidiary.

August 24, 2023, the Company formed Adivue, Inc., a Delaware wholly owned subsidiary.

October 16, 2023, the Company formed Adicure, Inc., a Delaware wholly owned subsidiary.

September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”) .

The Company’s

stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on September 14, 2022.

There was no change to the

number of authorized shares of the Company’s common stock.

August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”) .

The Company’s

stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on August 18, 2023.

There was no change to the number

of authorized shares of the Company’s common stock.

All share amounts referenced in this report are adjusted to reflect the 2023

Reverse Split.

August 31, 2021, the Company completed a registered direct offering (“August 2021 Offering”).

In connection therewith, the

Company issued 2,292 shares of common stock, at a purchase price of $ 4,800.00 per share, resulting in gross proceeds of

approximately $ 11.0 million.

In a concurrent private placement, the Company issued warrants to purchase up to 2,292 shares.

warrants have an exercise price of $ 5,060.00 per share and are exercisable for a five-year period commencing months from

the date of issuance.

The warrants exercise price was subsequently repriced to $ 3,000.00 .

In addition, the Company issued a warrant

to the placement agent to purchase up to 115 shares of common stock at an exercise price of $ 6,000.00 per share.

October 18, 2021, the Company entered into an underwriting agreement with Revere Securities LLC, relating to the public offering (the

“October 2021 Offering”) of 1,417 shares of the Company’s common stock (the “Shares”) by the

The Shares were offered, issued, and sold at a price to the public of $ 3,000.00 per share under a prospectus supplement

and accompanying prospectus filed with the SEC pursuant to an effective shelf registration statement filed with the SEC on Form S-3 (File

333-257645), which was declared effective by the SEC on July 13, 2021.

The October 2021 Offering closed on October 20, 2021 for gross proceeds of $ 4.25 million.

The Company utilized a portion of

the proceeds, net of underwriting discounts of approximately $ 3.91 million from the October 2021 Offering to fund certain obligations

under the Credit Agreement.

On December 6, 2021, the Company completed a public

offering for net proceeds of $ 16.0 million (the “December 2021 Offering”).

As part of the December 2021 Offering, we

issued 164,929 units consisting of shares of the Company’s common stock and warrant to purchase shares of the Company’s

common stock and 166,572 prefunded warrants.

The warrant issued as part of the units had an exercise price of $ 57.50 and

the prefunded warrants had an exercise price of $ 0.001 .

On June 15, 2022, the Company entered an agreement with a holder of certain warrants

in the December 2021 Offering.

The October 2021 Offering closed on October 20, 2021 for gross

proceeds of $ 4.25 million.

The Company utilized a portion of the proceeds, net of underwriting discounts of approximately $ 3.91 million

from the October 2021 Offering to fund certain obligations of the Company.

December 6, 2021, the Company completed a public offering for net proceeds of $ 16.0 million (the “December 2021 Offering”).

As part of the December 2021 Offering, we issued 4,123 units consisting of shares of the Company’s common stock and warrant

to purchase shares of the Company’s common stock and 4,164 prefunded warrants.

The warrant issued as part of the units

had an exercise price of $ 2,300.00 and the prefunded warrants had an exercise price of $ 0.04 .

On June 15, 2022, the Company entered

an agreement with a holder of certain warrants in the December 2021 Offering.

(See Note 10)

On September 20, 2022, the Company completed a

public offering for net proceeds of $ 17.2 million (the “September 2022 Offering”).

As part of the September 2022 Offering,

we issued 1,224,333 of shares of the Company’s common stock, pre-funded warrants to purchase 2,109,000 shares of common stock,

and warrants to purchase 3,333,333 shares of the Company’s common stock.

The warrants had an exercise price of $ 6.00 and the

pre-funded warrants had an exercise price of $ 0.001 .

Risks and Uncertainties

The Company has a limited operating history and

is in the very early stages of generating revenue from intended operations.

The Company’s business and operations are sensitive

to general business and economic conditions in the U.S.

and worldwide along with local, state, and federal governmental policy decisions.

September 20, 2022, the Company completed a public offering for net proceeds of $ 17.2 million (the “September 2022 Offering”).

As part of the September 2022 Offering, we issued 30,608 of shares of the Company’s common stock, pre-funded warrants

to purchase 52,725 shares of common stock, and warrants to purchase 83,333 shares of the Company’s common stock.

The warrants had an exercise price of $ 240.00 and the pre-funded warrants had an exercise price of $ 0.04 .

April 20, 2023, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with an institutional

investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “April Pre-Funded Warrants”)

to purchase up to 39,634 shares of common stock of the Company (the “Common Stock”) at a purchase price of $ 48.76 per

April Pre-Funded Warrant.

The April Pre-Funded Warrants (and shares of common stock underlying the April 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 April Pre-Funded Warrants, pursuant to the Purchase Agreement in

a concurrent private placement, for each April 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 $ 34.40 per share, and are exercisable for a three year period.

In addition, the Company issued a warrant to the placement

agent to purchase up to 2,378 shares of common stock at an exercise price of $ 61.00 per share.

The closing of the sales of these securities

under the April 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.

On August 31, 2023, the “Company entered

into a securities purchase agreement (the “August Purchase Agreement”) with an institutional investor for the issuance

and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “August Pre-Funded Warrants”)

to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share, and (ii) warrants (the

“Common Warrants”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $10.00 per

The Private Placement closed on September 6, 2023.

The net proceeds to the Company from the Private Placement were approximately

$ 9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company.

The Company used

the net proceeds received from the Private Placement for (i) the payment of approximately $ 3.1 million in outstanding obligations, (ii)

the repayment of approximately $ 0.4 million of outstanding debt, and (iii) the balance for continuing operating expenses and working capital.

On December 29, 2023, the Company entered into

a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”)

for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to 1,237,114 shares of the Company’s common stock, par value $ 0.001 (the “Common Stock”)

at an exercise price of $ 0.001 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 2,474,228 shares of

the Company’s Common Stock, at a purchase price of $ 4.85 per share.

The Private Placement closed and the funds were received on

January 4, 2024.

The net proceeds to the Company from the Private Placement were approximately $ 5.4 million, after deducting placement

agent fees and expenses and estimated offering expenses payable by the Company.

The Company intends to use the net proceeds received from

the Private Placement for continuing operating expenses and working capital.

and Uncertainties

Company has a limited operating history and is in the very early stages of generating revenue from intended operations.

The Company’s

business and operations are sensitive to general business and economic conditions in the U.S.

and worldwide along with local, state,

and federal governmental policy decisions.

A host of factors beyond the Company’s control could cause fluctuations in these conditions.

Adverse conditions may include:

in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for

clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies.

adverse conditions could affect the Company’s financial condition and the results of its operations.

January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of

International Concern” and on March 10, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the

spread of the coronavirus included restrictions on travel, and quarantines in certain areas, and forced closures for certain types of

public places and businesses.

The COVID-19 coronavirus and actions taken to mitigate it have had an adverse impact on the economies and

financial markets of many countries, including the geographical area in which the Company operates.

While it is unknown how long these

conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raising efforts

and additional development of our technologies may be negatively affected.

NOTE 2 – GOING CONCERN ANALYSIS

Management Plans

The Company was incorporated on September 28,

2017 and has not generated significant revenues to date.

During the year ended December 31, 2022, the Company had a net loss of $ 27,649,876 and

negative cash flow from operating activities of $ 22,049,040 .

As of December 31, 2022, the Company’s cash balance was $ 2,768,640 .

As of December 31, 2022, the Company had $ 51.5 million of remaining availability, subject to regulatory requirements, to raise

future funds pursuant to an effective shelf registration statement filed with the SEC on Form S-3 declared effective on July 13, 2021.

However, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely

changes in the biotechnology regulatory environment, technological advances that render our technologies

obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from

larger, more well-funded companies.

These adverse conditions could affect the Company’s financial condition and the results of

its operations.

2 – GOING CONCERN ANALYSIS

Company was incorporated on September 28, 2017 and has not generated significant revenues to date.

During the year ended December 31,

2023, the Company had a net loss of $ 32,390,447 and negative cash flow from operating activities of $ 18,576,811 .

As of December

31, 2023, the Company’s cash balance was $ 97,102 .

of December 31, 2023, the Company had approximately $ 1.8 million of availability to sell under its shelf registration statement on Form

Upon the filing of the Company’s annual report on Form 10-K on April 17, 2023, the Company’s aggregate market value

of the voting and non-voting equity held by non-affiliates was below $ 75.0 million.

As a result, the maximum amount that the Company

can sell under its shelf registration statement on Form S-3 during any 12 month period is equal to one-third of the aggregate market

value of the voting and non-voting equity held by non-affiliates of the Company.

November 21, 2023, the Company received written notice from Nasdaq that we had regained compliance with the Public Float Rule.

29, 2023, the Company received written notice from Nasdaq that we had regained compliance with the Stockholders’ Equity Rule but

will be subject to a Mandatory Panel Monitor for a period of one year.

we are delisted from Nasdaq, but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity,

and therefore experience potentially more price volatility than experienced on Nasdaq.

Stockholders may not be able to sell their shares

of common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on

a more liquid trading market.

As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our

common stock, warrants and pre-funded warrants would likely be significantly adversely affected.

A delisting of our common stock from

Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors,

employees and/or business partners.

Company continues to actively pursue numerous capital raising transactions with the objective of obtaining sufficient bridge funding

to meet the Company’s existing capital needs as well as more substantial capital raises to meet the Company’s longer-term

addition, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely

affect the Company’s ability to raise capital in an efficient manner.

In addition to the shelf registration, the Company

has the ability to raise capital from equity of debt through private placements or public offerings pursuant to a registration statement

Because of these factors, the Company believes that this

creates substantial doubt with the Company’s ability to continue as a going concern.

addition to the shelf registration, the Company has the ability to raise capital from equity or debt through private placements or public

offerings pursuant to a registration statement on Form S-1.

We may also secure loans from related parties.

Because of these factors, the Company believes

that this creates substantial doubt with the Company’s ability to continue as a going concern.

The financial statements included in this report

do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts

and classification of liabilities that may result from the matters discussed herein.

The Company’s ability to continue as a going

concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to

control operating expenses.

In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances,

and other initiatives to strengthen the Company.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The Company’s financial statements have

been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

the rules and regulations of the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the

reporting period.

financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability

and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein.

Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business

plan, generate sufficient revenues and to control operating expenses.

In addition, the Company is consistently focused on raising capital,

strategic acquisitions and alliances, and other initiatives to strengthen the Company.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

of Consolidation

The consolidated financial statements include

the accounts of Aditxt, Inc., its wholly owned subsidiaries and, one majority owned subsidiary.

All significant intercompany balances

and transactions have been eliminated in the consolidated financial statements.

The preparation of financial statements in conformity with U.S.

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period.

Actual results could differ from those estimates.

Significant estimates underlying the financial statements include

the collectability of notes receivable, collectability and reserve on accounts receivable, the reserve on insurance billing, and the fair

value of stock options and warrants.

Fair Value Measurements and Fair Value of

Financial Instruments

The Company adopted Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements.

ASC Topic 820 clarifies

the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs

used in measuring fair value as follows:

Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The Company did not identify any assets or liabilities

that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820.

Due to the short-term nature of all financial

assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates.

Concentrations of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company maintains its cash accounts at financial

institutions which are insured by the Federal Deposit Insurance Corporation.

At times, the Company may have deposits in excess of federally

insured limits.

Substantially all the Company’s accounts

receivable are with companies in the healthcare industry, individuals, and the U.S.

However, concentration of credit risk

is mitigated due to the Company’s number of customers.

In addition, for receivables due from U.S government agencies, the Company

does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S.

government and

payment is primarily dependent upon submitting the appropriate documentation.

Cash and Cash Equivalents

Cash and cash equivalents include short-term,

liquid investments.

Inventory consists of laboratory materials and

supplies used in laboratory analysis.

Significant estimates underlying the financial statements include the collectability

of notes receivable, the reserve on insurance billing, value of preferred shares issued, our investments in preferred shares, estimation

of discounts on non-interest bearing borrowing, and the fair value of stock options and warrants.

Value Measurements and Fair Value of Financial Instruments

Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

820, Fair Value Measurements.

ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and

establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

are unadjusted quoted prices in active markets for identical assets or liabilities available

at the measurement date.

are unadjusted quoted prices for similar assets and liabilities in active markets, quoted

prices for identical or similar assets and liabilities in markets that are not active, inputs

other than quoted prices that are observable, and inputs derived from or corroborated by

observable market data.

are unobservable inputs which reflect the reporting entity’s own assumptions on what

assumptions the market participants would use in pricing the asset or liability based on

the best available information.

Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance

with ASC Topic 820.

to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance

Concentrations

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and

accounts receivable.

Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation.

the Company may have deposits in excess of federally insured limits.

Substantially

all the Company’s accounts receivable are with companies in the healthcare industry, individuals, and the U.S.

concentration of credit risk is mitigated due to the Company’s number of customers.

In addition, for receivables due from U.S.

government agencies, the Company does not believe the receivables represent a credit risk as these are related to healthcare programs

funded by the U.S.

government and payment is primarily dependent upon submitting the appropriate documentation.

and Cash Equivalents

and cash equivalents include short-term, liquid investments.

consists of laboratory materials and supplies used in laboratory analysis.

We capitalize inventory when purchased.

Inventory is valued at the lower of cost or net realizable

value on a first-in, first-out basis.

We periodically perform obsolescence assessments and write off any inventory that is no longer usable.

Fixed assets are stated at cost less accumulated

depreciation.

Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets.

Maintenance and repairs

are charged to expense as incurred.

When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are

removed from the accounts and any resulting gain or loss is reflected in operations.

The costs of fixed assets are depreciated using the

straight-line method over the estimated useful lives or lease life of the related assets.

Useful lives assigned to fixed assets are as follows:

Inventory is valued

at the lower of cost or net realizable value on a first-in, first-out basis.

We periodically perform obsolescence assessments and write

off any inventory that is no longer usable.

assets are stated at cost less accumulated depreciation.

Cost includes expenditures for furniture, office equipment, laboratory equipment,

and other assets.

Maintenance and repairs are charged to expense as incurred.

When assets are sold, retired, or otherwise disposed of,

the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.

of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets.

lives assigned to fixed assets are as follows:

Three years to five years

7 unchanged sentences

Shorter of estimated useful life or remaining lease term

Intangible Assets

Intangible assets are stated at cost less accumulated

amortization.

For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated

useful lives of the related assets.

For intangible assets with indefinite lives, the assets are tested periodically for impairment.

Accounts Receivable and Allowance for Doubtful

Accounts receivable are stated at the amount management

expects to collect from outstanding balances.

The Company generally does not require collateral to support customer receivables.

determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management.

As of December 31, 2022 and 2021, there was an allowance for doubtful accounts of $ 18,634 and zero , respectively.

Offering Costs

Offering costs incurred in connection with equity are recorded as a

reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount.

Revenue Recognition

In accordance with ASC 606 (Revenue From Contracts

with Customers), revenue is recognized when a customer obtains control of promised services.

The amount of revenue recognized reflects

the consideration to which the Company expects to be entitled to receive in exchange for these services.

To achieve this core principle,

the Company applies the following five steps:

Identify the contract with a customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to performance obligations in the contract

Recognize revenue when or as the Company satisfies a performance obligation

Revenues reported from services relating to the

AditxtScore™ are recognized when the AditxtScore TM report is delivered to the customer.

The services performed include

the analysis of specimens received in the Company’s CLIA laboratory and the generation of results which are then delivered upon

The Company recognizes revenue in the following

manner for the following types of customers:

Client Payers:

Client payers include physicians or other entities

for which services are billed based on negotiated fee schedules.

The Company principally estimates the allowance for credit losses for

client payers based on historical collection experience and the period of time the receivable has been outstanding.

Customers are billed based on established patient

fee schedules or fees negotiated with physicians on behalf of their patients.

Collection of billings is subject to credit risk and the

ability of the patients to pay.

Reimbursements from healthcare insurers are based

on fee for service schedules.

Net revenues recognized consist of amounts billed net of contractual allowances for differences between

amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of

the Company’s contractual arrangements.

Under Topic 842 (Leases), operating lease expense

is generally recognized evenly over the term of the lease.

The Company has operating leases consisting of office space, laboratory space,

and lab equipment.

Leases with an initial term of twelve months or

less are not recorded on the balance sheet.

We combine the lease and non-lease components in determining the lease liabilities and right

of use (“ROU”) assets.

Stock-Based Compensation

The Company accounts for stock-based compensation

costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation

expense related to the fair value of stock-based compensation awards that are ultimately expected to vest.

Stock-based compensation expense

recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant

date fair value estimated in accordance with the provisions of ASC 718.

ASC 718 is also applied to awards modified, repurchased, or cancelled

during the periods reported.

Stock-based compensation is recognized as expense over the employee’s requisite vesting period and

over the nonemployee’s period of providing goods or services.

The Company incurs fees from patent licenses,

which is reflected in research and development expenses, and are expensed as incurred.

During the years ended December 31, 2022 and 2021,

the Company incurred patent licensing fees for the patents of $ 263,273 and $ 76,455 , respectively.

Research and Development

We incur research and development costs during

the process of researching and developing our technologies and future offerings.

We expense these costs as incurred unless such costs

qualify for capitalization under applicable guidance.

During the years ended December 31, 2022 and 2021, the Company incurred research

and development costs of $ 7,268,084 and $ 5,042,617 , respectively.

Basic and Diluted Net Loss per Common Share

Basic loss per common share is computed by dividing the net loss by

the weighted average number of shares of common stock outstanding for each period.

Diluted loss per share is computed by dividing the

net loss attributable of common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect

of shares issuable through the common stock equivalents.

The weighted-average number of common shares outstanding excludes common stock

equivalents because their inclusion would be anti-dilutive.

As of December 31, 2022, 44,710 stock options, 7,197 unvested restricted

stock units, and 5,090,024 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive.

December 31, 2021, 44,710 stock options, 15,565 unvested restricted stock units and 601,399 warrants were excluded

from dilutive earnings per share as their effects were anti-dilutive.

During the years ended December 31, 2022 and 2021,

the Company recognized an implied dividend from the modification of warrants of $ 37,667 and $ 102,267 , respectively.

Theses implied dividends

resulted in an increase in the net loss attributable to common stockholders.

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative

literature in ASC.

There have been several ASUs to date, including those above, that amend the original text of ASC.

Management believes

that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or

(iv) are not expected to have a significant impact on our financial statements.

NOTE 4 – NOTE RECEIVABLE

Cellvera Global Note Receivable

On August 25, 2021, the Company entered into a

letter of intent (“the LOI”) to acquire AiPharma Global Holdings LLC, a Delaware limited liability company, which subsequently

changed its name to Cellvera Global Holdings LLC (“Cellvera Global”) which is commercializing COVID-19 antiviral oral therapy.

Key terms of the proposed transaction as stated in the Letter of Intent included:

the completion of a proposed $ 6.5 million secured

loan from the Company to Cellvera Global by August 31, 2021, as well as the issuance of such number of shares of the Company’s common

stock that yields 50 % of the number of the Company’s outstanding shares post-closing of the transaction.

The acquisition is

subject to the satisfaction of numerous conditions, including satisfactory due diligence, the negotiation and execution of definitive

agreements and other closing conditions, including board and shareholder approval and approval by Nasdaq of the listing of shares proposed

to be issued in the transaction.

The Company and Cellvera Global agreed to an exclusivity period until September 30, 2021 (the “Exclusivity

Period”), with a view to settling the definitive agreement.

On September 30, 2021, the parties entered into a letter agreement pursuant

to which they agreed to extend the Exclusivity Period until October 4, 2021.

On December 28, 2021, we entered into a Share

Exchange Agreement with Cellvera Global f/k/a AiPharma Global, pursuant to which we (i) will acquire 9.5% of the issued and outstanding

equity interests in Cellvera Global in exchange for the issuance of 96,324 shares of our common stock of Aditxt and a cash payment of

$250,000, at an initial closing upon the satisfaction or waiver of certain conditions to closing;

and (ii) acquire the remaining 90.5%

of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 798,560 shares of our common stock and

a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing.

Additionally,

we may elect to raise additional capital due to market conditions or strategic considerations.

In connection with the contemplated acquisition

with Cellvera Global, the Company entered into a secured credit agreement dated August 27, 2021 (the “Credit Agreement”)

with Cellvera Global and certain affiliated entities (collectively, the “Borrower”), pursuant to which the Company made a

secured loan to Cellvera Global in the principal amount of $ 6.5 million (the “Loan”).

The Loan was funded on August 31,

2021, following the closing of the Company’s August 2021 Offering.

The Loan bears interest at a rate of 8 % per annum and matured

on November 30, 2021.

The Loan is secured by certain accounts receivable and other assets of Cellvera Global and certain of its affiliates.

The Credit Agreement also contains certain covenants that prohibit Cellvera Global from incurring additional indebtedness, incurring liens

or making any dispositions of its property.

On October 18, 2021, the Company entered

into the first amendment to the Credit Agreement with Cellvera Global and certain affiliated entities (the “Credit Agreement Amendment”),

pursuant to which the Company agreed to increase the amount which Cellvera Global was permitted to borrow under the Credit Agreement by

$8.5 million to an aggregate of $15.0 million, of which $6.5 million was outstanding prior to entering the Credit Agreement Amendment.

The Company agreed to fund such additional borrowings, as requested by Cellvera Global, by advancing 70% of any amounts received by the

Company from the exercise of existing warrants or any other capital raises, including the October Offering.

assets are stated at cost less accumulated amortization.

For intangible assets that have finite lives, the assets are amortized using

the straight-line method over the estimated useful lives of the related assets.

For intangible assets with indefinite lives, the assets

are tested periodically for impairment.

The following table sets forth a summary of the

changes in equity investments.

This investment has been recorded at cost in accordance with ASC 321.

As of December 31, 2022

an additional $ 8.0 million was advanced under the Credit Agreement for a total of $ 14.5 million.

The Credit Agreement was amended on multiple occasions,

for which the final amendment was signed on December 31, 2021, extending the Loan’s maturity date to January 31, 2022.

The Company determined that Cellvera Global may

not have the ability to repay the note receivable.

Accordingly, the Company recognized a full impairment of $ 14.5 million as of December

Forbearance Agreement:

On January 31, 2022, the Company’s $ 14.5 million

loan to Cellvera Global became fully due and payable under the Credit Agreement.

On February 14, 2022, the Company entered into a Forbearance

Agreement and Seventh Amendment to Credit Agreement (the “Forbearance Agreement”) with Cellvera Global.

Pursuant to the Forbearance Agreement, the Company

agreed to forbear from exercising its rights and remedies against Cellvera Global and certain affiliated guarantor parties until the earlier

of (i) June 30, 2022 or (ii) the date of occurrence of any event of default under the Forbearance Agreement (the “Forbearance Period”).

Given that the parties continue to conduct due diligence in connection with the Share Exchange Agreement, the Company and Cellvera Global

also agreed that should the initial closing occur under the Share Exchange Agreement, the existing event of default will be waived.

the Forbearance Agreement, the Company and Cellvera Global also agreed to certain amendments to the Credit Agreement, including, but not

(i) the delivery by the Borrower of certain financial statements and forecasts, and (ii) certain regularly scheduled payments

to be made by Cellvera Global to the Company during the Forbearance Period.

As of the date of filing of this Quarterly Report, the regularly

scheduled payments under the Forbearance Agreement have not been made, and the note receivable remains fully impaired.

On April 4, 2022, the Company and Cellvera Global

entered into a Forbearance Agreement and Eighth Amendment to the Credit Agreement (the “April Forbearance Agreement”) pursuant

to which among other things (i) the Company agreed to extend the forbearance period until the earlier of March 31, 2023 or the date of

occurrence of any event of default under the April Forbearance Agreement, (ii) Cellvera Global shall be permitted to factor certain receivables,

and (iii) certain conforming changes were made relating to the Revenue Sharing Agreement (as defined below).

In connection with the Forbearance

Agreement, the Company entered into a series of security agreements with Cellvera Global (the “Security Agreements”) and certain

affiliated entities pursuant to which Cellvera Global enhanced the Company’s security interest in connection with the Credit Agreement.

In addition, and as a condition to entering into the April Forbearance Agreement, the Company required that Cellvera Global enter into

a Revenue Sharing Agreement (the “Revenue Sharing Agreement”), pursuant to which, among other things, Cellvera Global agreed

to pay the Company a certain portion of its revenues up to the aggregate amount of $ 30 million.

As of the date of filing of this

Annual Report, the Company has not received any payments from Cellvera Global pursuant to the Revenue Sharing Agreement.

Upon termination

of the April Forbearance agreement, the amounts under the Secured Credit agreement (as amended) shall become immediately due and payable.

Concurrently with the execution of the April Forbearance

Agreement and the Revenue Sharing Agreement, the Company and AiPharma Group, Ltd.

entered into an Amendment to the Share Exchange Agreement

(the “Share Exchange Amendment”) which amended the Share Exchange Agreement to, among other things:

(i) modify the financial

statements required to be delivered by AiPharma Group, Ltd.

at the initial closing to include the unaudited financial statements for the

three months ended March 31, 2022 and 2021, (ii) permit the Company to amend its Certificate of Incorporation without the consent of AiPharma

in order to effect a reverse stock split of the Company’s common stock, if necessary, in order to maintain its listing

on the Nasdaq Capital Market, and (iii) make certain other conforming changes related to the March Forbearance Agreement and Revenue Sharing

Target Company Note Receivable

On December 10, 2021, the Company entered into

a secured credit agreement dated December 10, 2021 (the “Target Company Credit Agreement”) and signed on December 10, 2021

with the Target Company, pursuant to which the Company made a secured loan to the Target Company in the principal amount of $ 500,000 (the

“Target Company Loan”) and agreed to make additional secured loans, as requested by the Target Company and approved by the

Company, in an amount not to exceed $ 4.5 million.

The Target Company Loan bears interest at a rate of 8 % per annum and mature on December

8, 2022, provided, that the Letter of Intent currently contemplates that the Target Company Loan will be forgivable upon the closing of

the acquisition contemplated by the letter of intent.

The Target Company Credit Agreement also contains certain covenants that prohibit

the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject

to certain limited exceptions, or making any dispositions of its property.

In connection with the Target Company Credit Agreement, the

Company entered into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security

interest in all of the Target Company’s assets as security for the Target Company Loan.

The Company determined that the Target Company

may not have the ability to repay the note receivable.

Accordingly, the Company recognized a full impairment of the principal and accrued

interest of $ 0.5 million as of December 31, 2022.

NOTE 5 – FIXED ASSETS

The Company’s fixed assets include the following

on December 31, 2022:

Purchase of equity investments

Unrealized gains

As of December 31, 2023

This investment is included in its own line item

on the Company’s consolidated balance sheet.

Non-marketable equity investments (for which we

do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial

cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical

or similar securities, if any.

All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized

in investment and other income (expense), net.

We monitor equity method and non-marketable equity

investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s

financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge

to investment and other income (expense), net for the difference between the estimated fair value and the carrying value.

For equity method

investments, we record impairment losses in earnings only when impairments are considered other-than-temporary.

Receivable and Allowance for Doubtful Accounts

receivable are stated at the amount management expects to collect from outstanding balances.

The Company generally does not require collateral

to support customer receivables.

The Company determines if receivables are past due based on days outstanding, and amounts are written

off when determined to be uncollectible by management.

As of December 31, 2023 and 2022, there was an allowance for doubtful accounts

of zero and $ 18,634 , respectively.

Accounts receivable is made up on billed and unbilled of $ 236,605 and $ 171,721 as of December 31, 2023 and $ 527,961

and zero as of December 31, 2022, respectively.

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that includes the enactment date.

At December 31, 2023 and December 31, 2022, the Company had a full valuation

allowance against its deferred tax assets.

costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are

recorded as a reduction of debt as a debt discount.

Equity instruments issued as offering costs have zero net effect on the Company’s equity.

accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these

To achieve this core principle, the Company applies the following five steps:

the contract with a customer

the performance obligations in the contract

the transaction price

the transaction price to performance obligations in the contract

revenue when or as the Company satisfies a performance obligation

reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM report is delivered to

the customer.

The services performed include the analysis of specimens received in the Company’s CLIA laboratory and the generation

of results which are then delivered upon completion.

Company recognizes revenue in the following manner for the following types of customers:

payers include physicians or other entities for which services are billed based on negotiated fee schedules.

The Company principally

estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable

has been outstanding.

are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients.

Collection of billings

is subject to credit risk and the ability of the patients to pay.

Reimbursements

from healthcare insurers are based on fee for service schedules.

Net revenues recognized consist of amounts billed net of contractual

allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection

experience, and the terms of the Company’s contractual arrangements.

Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease.

The Company has operating leases

consisting of office space, laboratory space, and lab equipment.

with an initial term of twelve months or less are not recorded on the balance sheet.

We combine the lease and non-lease components in

determining the lease liabilities and right of use (“ROU”) assets.

Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires

the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately

expected to vest.

Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to

employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718.

is also applied to awards modified, repurchased, or cancelled during the periods reported.

Stock-based compensation is recognized as

expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services.

Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred.

the years ended December 31, 2023 and 2022, the Company incurred patent licensing fees of $ 123,541 and $ 263,273 , respectively.

and Development

incur research and development costs during the process of researching and developing our technologies and future offerings.

these costs as incurred unless such costs qualify for capitalization under applicable guidance.

During the years ended December 31, 2023

and 2022, the Company incurred research and development costs of $ 7,074,339 and $ 7,268,084 , respectively.

Non-controlling

Interest in Subsidiary

Non-controlling

interests represent the Company’s subsidiary’s cumulative results of operations and changes in deficit attributable to non-controlling

shareholders.

During the years ended December 31, 2023 and 2022, the Company recognized $ 9,608 and $0 in net loss attributable to non-controlling

interest in Pearsanta.

The Company owns approximately 97.5 % of Pearsanta, Inc., as of December 31, 2023.

and Diluted Net Loss per Common Share

loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each

Diluted loss per share is computed by dividing the net loss attributable of common stockholders by the weighted average number

of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents.

The weighted-average

number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

As of December

31, 2023, 45,572 stock options, 0 unvested restricted stock units, 5,047,451 warrants, 22,280 shares of preferred

series A-1 stock, and 2,625 shares of preferred series B-2 stock were excluded from dilutive earnings per share as their effects were

anti-dilutive.

As of December 31, 2022, 1,105 stock options, 180 unvested restricted stock units, and 127,251 warrants were excluded

from dilutive earnings per share as their effects were anti-dilutive.

Accounting Pronouncements

FASB issues ASUs to amend the authoritative literature in ASC.

There have been several ASUs to date, including those above, that amend

the original text of ASC.

Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical

corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

4 – FIXED ASSETS

Company’s fixed assets include the following on December 31, 2023:

$ ( 320,473 )

2 unchanged sentences

Other Fixed Assets

Leasehold Improvements

Total Fixed Assets

$ ( 1,251,015 )

The Company’s fixed assets include the following

on December 31, 2021:

Company’s fixed assets include the following on December 31, 2022:

$ ( 197,907 )

Lab Equipment

1 unchanged sentence

Other Fixed Assets

Total Fixed Assets

$ ( 815,987 )

Depreciation expense was $ 428,977 and $ 369,236 ,

for the years ended December 31, 2022 and 2021, respectively.

None of the Company’s fixed assets serve as collateral against any

loans as of December 31, 2022 and December 31, 2021, other than those subject to the financed asset liability.

As of December 31, 2022

and 2021, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $ 1,359,091 and $ 1,690,420 ,

expense was $ 435,027 and $ 428,977 for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022,

the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $ 1,316,830 and $ 1,359,091 ,

respectively.

Financed Assets:

In October 2020, the Company purchased two pieces

of lab equipment and financed them for a period of twenty-four months with a monthly payment of $ 19,487 , with an interest rate of 8 %.

In January of 2021, the Company purchased one

piece of lab equipment and financed it for a period of twenty-four months with a monthly payment of $ 9,733 , with an interest rate of 8 %.

In March of 2021, the Company purchased five pieces

of lab equipment and financed them for a period of twenty-four months with a monthly payment of $ 37,171 , with an interest rate of 8 %.

Maturities as follows:

Total Payments

NOTE 6 – INTANGIBLE ASSETS

The Company’s intangible assets include

the following on December 31, 2022:

Proprietary Technology

October 2020, the Company purchased two pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment

of $ 19,487 , with an interest rate of 8 %.

As of December 31, 2023, the Company has one payment in arrears.

January of 2021, the Company purchased one piece of lab equipment and financed it for a period of twenty-four months with a monthly payment

of $ 9,733 , with an interest rate of 8 %.

As of December 31, 2023, the Company has one payment in arrears.

March of 2021, the Company purchased five pieces of lab equipment and financed them for a period of twenty-four months with a monthly

payment of $ 37,171 , with an interest rate of 8 %.

As of December 31, 2023, the Company has four payments in arrears.

of December 31, 2023, all lab equipment financing agreements have matured and are in default status.

5 – INTANGIBLE ASSETS

Company’s intangible assets include the following on December 31, 2023:

$ ( 321,000 )

Total Intangible Assets

Intangible Assets

$ ( 321,556 )

The Company’s intangible assets include

the following on December 31, 2021:

Proprietary Technology

Company’s intangible assets include the following on December 31, 2022:

$ ( 214,000 )

Total Intangible Assets

Intangible Assets

$ ( 214,000 )

Amortization expense was $ 107,000 and $ 107,000 for

the years ended December 31, 2022 and 2021, respectively.

None of the Company’s intangible assets serve as collateral against any

loans as of December 31, 2022 and 2021.

The Company’s proprietary technology is being amortized over its estimated useful life of

three years .

NOTE 7 – RELATED PARTY TRANSACTIONS

On January 28, 2022, the Company granted 9,600 restricted

stock units to an officer of the Company pursuant to the Company’s 2021 Equity Incentive Plan.

The Company recognized $ 146,613 in

stock-based compensation for the issuance of these vested and unvested restricted stock units during the year ended December 31, 2022.

On July 19, 2022, the Company entered into a Subscription

and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company

agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”), par value

$ 0.001 per share, to the Purchaser for $ 20,000 in cash.

On July 19, 2022, the Company filed a certificate

of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing,

designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.

The Certificate of Designation provides

that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s

common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation

to effect a reverse stock split of the Company’s common stock.

The Preferred Stock will be voted, without action by the holder,

on any such proposal in the same proportion as shares of common stock are voted.

The Preferred Stock otherwise has no voting rights except

as otherwise required by the General Corporation Law of the State of Delaware.

The Preferred Stock is not convertible into, or

exchangeable for, shares of any other class or series of stock or other securities of the Company.

The Preferred Stock has no rights with

respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale,

dissolution or winding up of the Company, whether voluntarily or involuntarily.

The holder of the Preferred Stock will not be entitled

to receive dividends of any kind.

The outstanding share of Preferred Stock shall

be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion

or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split.

Upon such redemption, the holder of the Preferred Stock will receive consideration of $ 20,000 in cash.

On September 13, 2022, the

share was redeemed.

On July 21, 2022, the Chief Executive Officer

loaned $ 80,000 to the Company.

The loan was evidenced by an unsecured promissory note (the “Promissory Note”).

to the terms of the Promissory Note, it will accrue interest at a rate of four and three-quarters percent ( 4.75 %) per annum, the Prime

rate on the date of signing, and is due on the earlier of January 22, 2023, or an event of default.

On October 7, 2022, the Company fully

repaid the $ 80,000 Promissory Note and $ 812 of accrued interest to its Chief Executive Officer.

The Chief Executive Officer and the Company

entered the Promissory Note on July 21, 2022.

NOTE 8 – NOTES PAYABLE

On May 27, 2022, the Company entered into an agreement

for the purchase and sale of future receipts (the “Future Receipts Agreement”) with a commercial funding source pursuant to

which the Company agreed to sell to the funder certain future trade receipts in the aggregate amount of $ 792,000 (the “Future

Receipts Purchased Amount” for gross proceeds to the Company of $ 550,000 , less origination fees of $ 16,500 and professional

service fees of $ 13,500 .

expense was $ 107,556 and $ 107,000 for the years ended December 31, 2023 and 2022, respectively.

The Company’s

proprietary technology is being amortized over its estimated useful life of three years .

6 – RELATED PARTY TRANSACTIONS

January 28, 2022, the Company granted 9,600 restricted stock units to an officer of the Company pursuant to the Company’s

2021 Equity Incentive Plan.

The Company recognized $ 146,613 in stock-based compensation for the issuance of these vested and unvested

restricted stock units during the year ended December 31, 2022.

July 19, 2022, the Company entered into a Subscription and Investment Representation Agreement with its Chief Executive Officer (the

“Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred

Stock (the “Series B Preferred Stock”), par value $ 0.001 per share, to the Purchaser for $ 20,000 in cash.

July 19, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State

of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Series

B Preferred Stock.

The Certificate of Designation provides that the share of Series B Preferred Stock will have 250,000,000 votes

and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to

any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s

common stock.

The Series B Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as

shares of common stock are voted.

The Series B Preferred Stock otherwise has no voting rights except as otherwise required by the General

Corporation Law of the State of Delaware.

Series B Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities

of the Company.

The Series B Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon

a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or

involuntarily.

The holder of the Series B Preferred Stock will not be entitled to receive dividends of any kind.

outstanding share of Series B Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered

by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of

Incorporation implementing a reverse stock split.

Upon such redemption, the holder of the Series B Preferred Stock will receive consideration

of $ 20,000 in cash.

On September 13, 2022, the share was redeemed.

July 19, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State

of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Series

B Preferred Stock.

The Certificate of Designation provides that the share of Preferred Stock will have 250,000,000 votes and

will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any

proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common

The Series B Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares

of common stock are voted.

The Series B Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation

Law of the State of Delaware.

July 21, 2022, the Chief Executive Officer loaned $ 80,000 to the Company.

The loan was evidenced by an unsecured promissory note (the

“July 2022 Promissory Note”).

Pursuant to the terms of the July 2022 Promissory Note, it will accrue interest at a rate of

four and three-quarters percent ( 4.75 %) per annum, the Prime rate on the date of signing, and is due on the earlier of January 22, 2023,

or an event of default.

On October 7, 2022, the Company fully repaid the $ 80,000 July 2022 Promissory Note and $ 812 of accrued interest

to its Chief Executive Officer.

The Chief Executive Officer and the Company entered the July 2022 Promissory Note on July 21, 2022.

April 21, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the

Company, loaned $ 87,523 and $ 100,000 , respectively, to the Company.

The loans were each evidenced by an unsecured promissory note

(the “April Note”).

Pursuant to the terms each April Note, it will accrue interest at the Prime rate of eight percent ( 8.00 %)

per annum and is due on the earlier of October 21, 2023, or an event of default, as defined therein.

As of December 31, 2023, the note

was fully paid off.

May 25, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $ 200,000 to the Company.

The loan was evidenced by an

unsecured promissory note (the “May Note”).

Pursuant to the terms of the May Note, it will accrue interest at a rate of eight

and one-quarter percent ( 8.25 %) per annum, the Prime rate on the date of signing, and is due on the earlier of November 25, 2023 or an

event of default, as defined therein.

As of December 31, 2023, the note was fully paid off.

June 12, 2023, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the

Company, loaned $ 200,000 and $ 100,000 , respectively, to the Company.

The loans were evidenced by an unsecured promissory note (the

“June Note”).

Pursuant to the terms of the June Note, it will accrue interest at the Prime rate of eight and one-quarter

percent ( 8.25 %) per annum and is due on the earlier of December 12, 2023, or an event of default, as defined therein.

As of December

31, 2023, the June Note was fully paid off.

July 11, 2023, the Company entered into a Subscription and Investment Representation Agreement with the Purchaser, pursuant to which

the Company agreed to issue and sell one (1) share of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”),

par value $ 0.001 per share, to the Purchaser for $ 1,000 in cash.

July 11, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State

of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Series

C Preferred Stock.

The Certificate of Designation provides that the share of Series C Preferred Stock will have 250,000,000 votes

and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to

any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s

common stock.

The Series C Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as

shares of common stock are voted.

The Series C Preferred Stock otherwise has no voting rights except as otherwise required by the General

Corporation Law of the State of Delaware.

Series C Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities

of the Company.

The Series C Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon

a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or

involuntarily.

The holder of the Series C Preferred Stock will not be entitled to receive dividends of any kind.

outstanding share of Series C Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered

by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of

Incorporation implementing a reverse stock split.

Upon such redemption, the holder of the Series C Preferred Stock will receive consideration

of $ 1,000 in cash.

On August 17, 2023, the share was redeemed.

November 30, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $ 10,000 to the Company.

The loan was evidenced by

an unsecured promissory note (the “November Note”).

Pursuant to the terms of the November Note, it will accrue interest at

a rate of eight and a half percent ( 8.50 %) per annum, the Prime rate on the date of signing, and is due on the earlier of May 30, 2024

or an event of default, as defined therein.

As of December 31, 2023, there was a remaining principal balance of $ 10,000 on the November

Loan and accrued interest of $ 72 .

December 6, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $ 200,000 to the Company.

The loan was evidenced by

an unsecured promissory note (the “First December Note”).

Pursuant to the terms of the First December Note, it will accrue

interest at a rate of eight and a half percent ( 8.50 %) per annum, the Prime rate on the date of signing, and is due on the earlier of

June 6, 2024 or an event of default, as defined therein.

As of December 31, 2023, there was a remaining principal balance of $ 200,000

on the First December Loan and accrued interest of $ 1,164 .

December 20, 2023, Amro Albanna, the Chief Executive Officer of the Company, loaned $ 165,000 to the Company.

The loan was evidenced by

an unsecured promissory note (the “Second December Note”).

Pursuant to the terms of the Second December Note, it will accrue

interest at a rate of eight and a half percent ( 8.50 %) per annum, the Prime rate on the date of signing, and is due on the earlier of

June 20, 2024 or an event of default, as defined therein.

As of December 31, 2023, there was a remaining principal balance of $ 165,000

on the Second December Loan and accrued interest of $ 423 .

Note 12 for additional loans incurred or paid subsequent to December 31, 2023.

7 – NOTES PAYABLE

February 21, 2023, the Company entered into an agreement for the purchase and sale of future receipts (the “Future Receipts Agreement”)

with a commercial funding source pursuant to which the Company agreed to sell to the funder certain future trade receipts in the aggregate

amount of $ 2,160,000 (the “Future Receipts Purchased Amount” for gross proceeds to the Company of $ 1,500,000 , less origination

fees of $ 75,000 .

Pursuant to the Future Receipts Agreement, the Company granted the funder a security interest in all of the Company’s

present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount.

The Purchased Amount shall be

repaid by the Company in 28 weekly installments of approximately $ 28,000 with the final payment due on December 7, 2022.

On September 30, 2022, the principal balance and

accrued interest was paid off in full.

On August 31, 2022, the Company entered into an

Agreement for the Purchase and Sale of Future Receipts (the “Agreement”) with a commercial funding source pursuant to which

the Company agreed to sell to the funder certain future trade receipts in the aggregate amount $ 288,000 (the “Purchased Amount”)

for gross proceeds to the Company of $ 200,000 , less origination fees of $ 20,000 .

Pursuant to the Agreement, the Company granted the funder

a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Purchased Amount.

The Purchased Amount shall be repaid by the Company in 20 weekly installments of approximately $ 14,400 with the final payment due on January

In connection with the Agreement, the Company also issued a warrant to purchase 26,667 shares of the Company’s common

stock with an exercise price of $ 7.50 and an expiration of five years from the issuance date.

On September 30, 2022, the principal balance and

accrued interest was paid off in full.

Convertible Note Financing:

On August 4, 2022, the Company entered into a

Securities Purchase Agreement (the “SPA”) with certain accredited investors to purchase $ 1,277,778 in principal amount 10 %

Senior Secured Promissory Notes (the “August 2022 Notes”), resulting in gross proceeds to the Company of $ 1,150,000 , exclusive

of placement agent commission and fees and other offering expenses.

In connection therewith, the Company issued, 25,556 shares

of common stock as commitment fees and warrants (the “August 2022 Warrants”) to purchase up to 108,517 shares of

the Company’s common stock.

On August 11, 2022, the Company entered into a

SPA with certain accredited investors to purchase $ 555,556 in principal amount of August 2022 Notes, resulting in gross proceeds to the

Company of $ 500,000 .

In connection therewith, the Company issued 11,112 shares of common stock as commitment fees and August 2022 Warrants

to purchase up to 47,182 shares of the Company’s common stock.

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 $ 11.78 per share, subject to adjustments.

The August 2022 Warrants are exercisable for a period of five (5) years

from the period commencing on the commencement date (as defined in the August 2022 Warrant) 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 initial exercise price of $11.78, subject to adjustment provided

therein (including cashless exercise).

These warrants were valued using a Black-Scholes Model and the resulting relative fair value was

recorded as a debt discount.

On August 25, 2022, the Company entered into a

First Amendment and Waiver with the holders of the August 2022 Warrants, pursuant to which the exercise price of the August 2022 Warrants

was reduced to $ 7.50 per share and the August 2022 Warrants were modified such that they are not exercisable unless and until the Company

obtains stockholder approval of the issuance of any shares of common stock upon exercise of the August 2022 Warrants.

On September 16,

2022, the exercise price of the August 2022 Warrants was further adjusted to $ 6.00 per share.

These warrants were valued using a Black-Scholes

Model and the resulting valuation was recorded as an implied dividend.

Convertible Note Financing Follow On:

On September 12, 2022, the Company entered into

a SPA with a certain accredited investor to purchase $ 555,555 in principal amount of August 2022 Notes, resulting in gross proceeds to

the Company of $ 500,000 .

In connection therewith, the Company issued 11,112 shares of common stock as commitment fees and warrants (the

“August 2022 Follow On Warrants”) to purchase up to 74,074 shares of the Company’s common stock.

The August 2022 Follow On Warrants are exercisable for a period of

five (5) years from the period commencing on the commencement date (as defined in the August 2022 Follow On Warrant) and ending on 5:00

eastern standard time on the date that is five (5) years after the date of issuance, at an initial exercise price of $ 7.50 , subject

to adjustments.

These warrants were valued using a Black-Scholes Model and the resulting relative fair value was recorded as a debt discount.

On September 16, 2022, the exercise price of the

August 2022 Follow On Warrants was adjusted to $ 6.00 per share.

These warrants were valued using a Black-Scholes Model and the resulting

valuation was recorded as an implied dividend.

As of December 31, 2022, the principal balance

of $ 2,388,888 , a prepayment penalty of $ 238,889 and all accrued interest of $ 119,444 relating to the August 2022 Notes was paid off in

NOTE 9 – LEASES

Our lease agreements generally do not provide

an implicit borrowing rate;

therefore, an internal incremental borrowing rate is determined based on information available at lease commencement

date for purposes of determining the present value of lease payments.

We used the incremental borrowing rate on December 31, 2022 and

December 31, 2021 for all leases that commenced prior to that date.

In determining this rate, which is used to determine the present value

of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease

and in a similar economic environment.

Our corporate headquarters is located in Richmond,

Virginia, where we lease approximately 25,000 square feet.

The lease expires in August 2026 , subject to extension.

We also lease approximately 5,810 square feet

of laboratory and office space in Mountain View, California.

The lease expires in August 2024 , subject to extension.

Additionally, we lease approximately 3,150 square

feet of office space in Melville, New York.

The lease expires in December 2024 , subject to extension.

Subsequent to December 31, 2022 the Company is

in arrears on certain lease payments.

Components of total lease costs:

Operating lease expense

Total lease costs

Lease Positions as of December 31, 2022 and

December 31, 2021

ROU lease assets and lease liabilities for our

operating leases are recorded on the balance sheet as follows:

Right of use asset – long term

Total right of use asset

Operating lease liabilities – short term

Operating lease liabilities – long term

Total lease liability

Lease Terms and Discount Rate as of December

Weighted average remaining lease term (in years) – operating leases

Weighted average discount rate – operating leases

Maturities of leases are as follows:

Year Ended December 31, 2022

The Future Receipts Purchased

Amount shall be repaid by the Company in 28 weekly installments of approximately $ 77,000 with the final payment due on September

On May 30, 2023, the Company entered into the May Loan (as defined below) for gross proceeds to the Company of $ 2,000,000 , less

origination fees of $ 100,000 and less the full outstanding balance under the Future Receipts Agreement of $ 1,157,143 , resulting in net

proceeds to the Company of $ 742,857 .

April 4, 2023, the Company entered into a Business Loan and Security Agreement (the “April Loan Agreement”) with a commercial

funding source (the “April Lender”), pursuant to which the Company obtained a loan from the April Lender in the principal

amount of $ 1,060,000 , which includes origination fees of $ 60,000 (the “April Loan”).

Pursuant to the April Loan Agreement,

the Company granted the April Lender a continuing secondary security interest in;

(i) any and all amounts owed to the Company now or

in the future from any merchant processor processing charges made by customers of the Company via credit card or debit card transactions,

and (ii) all other tangible and intangible property.

The total amount of interest and fees payable by the Company to the April Lender

under the April Loan (the “April Repayment Amount”) will be (i) $1,000,000 if paid prior to April 6, 2023, (ii) $1,219,000 if

paid prior to April 10, 2023, or (iii) $1,590,000 if paid after April 10, 2023, and will be repaid in 20 weekly installments of

$79,500 commencing on April 10, 2023 and ending on August 21, 2023.

On April 24, 2023, the Company entered into the Loan Agreement

(as defined below) for gross proceeds of $ 1,000,000 , less the full outstanding balance under the April Loan Agreement of $ 139,500 , resulting

net proceeds to the Company of $ 860,500 .

April 24, 2023, the Company entered into a Business Loan and Security Agreement (the “Loan Agreement”) with a commercial

funding source (the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $ 1,060,000 ,

which includes origination fees of $ 60,000 (the “Loan”).

Pursuant to the Loan Agreement, the Company granted the Lender

a continuing secondary security interest in;

(i) any and all amounts owed to the Company now or in the future from any merchant processor

processing charges made by customers of the Company via credit card or debit card transactions, and (ii) all other tangible and intangible

The total amount of interest and fees payable by the Company to the Lender under the Loan (the “April Repayment Amount”)

will be $ 1,590,000 and will be repaid in 20 weekly installments of $ 79,500 .

On August 23, 2023, the April Repayment Amount

was restructured in connection with the August Loan Agreement, as defined below.

On May 30, 2023, the Company entered into a Business

Loan and Security Agreement (the “May Loan Agreement”) with a commercial funding source (the “May Lender”), pursuant

to which the Company obtained a loan from the Lender in the principal amount of $ 2,000,000 , which includes origination fees of $ 100,000 (the

Pursuant to the May Loan Agreement, the Company granted the May Lender a continuing secondary security interest

(i) any and all amounts owed to the Company now or in the future from any merchant processor processing charges made by customers

of the Company via credit card or debit card transactions, and (ii) all other tangible and intangible property.

The total amount of interest

and fees payable by the Company to the Lender under the Loan will be $ 2,880,000 (the “May Repayment Amount) and will be repaid

in 28 weekly installments of $ 102,857 .

On October 5, 2023 the May Repayment Amount was restructured in connection with the

October MCA Agreement (as defined below).

July 3, 2023, the Company entered into a Business Loan and Security Agreement (the “July Loan Agreement”) with a commercial

funding source (the “July Lender’’), pursuant to which the Company obtained a loan from the Lender in the principal

amount of $ 215,000 , which includes origination fees of $ 10,750 (the “July Loan”).

Pursuant to the July Loan Agreement, the

Company granted the July Lender a continuing secondary security interest in certain collateral (as defined in the July Loan Agreement).

The total amount of interest and fees payable by the Company to the Lender under the Loan (the “July Repayment Amount”) will

be (i) $322,285 and will be repaid in 13 weekly installments of $24,500 with a final payment of $3,785 in the fourteenth week.

December 31, 2023, the note was fully paid off.

On August 23, 2023, the July Repayment Amount was restructured in connection with the

August Loan Agreement, as defined below.

On August 23, 2023, the Company entered into a Business Loan and

Security Agreement (the “August Loan Agreement”) with a commercial funding source (the “August Lender’’),

pursuant to which the Company obtained a loan from the Lender in the principal amount of $ 1,400,000 , which includes origination fees of

$ 70,000 (the “August Loan”).

Pursuant to the August Loan Agreement, the Company granted the August Lender a continuing secondary

security interest in certain collateral (as defined in the August Loan Agreement).

The total amount of interest and fees payable by the

Company to the Lender under the Loan (the “Repayment Amount”) will be (i) $ 2,079,000 (the “August Repayment Amount”)

and will be repaid in 21 weekly installments of $ 99,000 On November 7, 2023 the August Repayment Amount was restructured in connection

with the November Loan Agreement (as defined below).

October 5, 2023, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (the “October MCA Agreement”)

pursuant to which the existing funder (the “Funder”) increased the existing outstanding amount to $ 4,470,000 (the “October

MCA Purchased Amount”) for gross proceeds to the Company of $ 3,000,000 , less origination fees of $ 240,000 and the outstanding balance

under the existing agreement of $ 1,234,461 , resulting in net proceeds to the Company of $ 1,525,539 .

Pursuant to the October MCA Agreement,

the Company granted the Funder a security interest in all of the Company’s present and future accounts receivable in an amount

not to exceed the October MCA Purchased Amount.

The October MCA Purchased Amount shall be repaid by the Company in 30 weekly installments

of $ 149,000 .

The October Purchased Amount may be prepaid by the Company via a payment of $ 3,870,000 if repaid within 30 days, $ 4,110,000

if repaid within 60 days and $ 4,230,000 if repaid within 90 days.

As of December 31, 2023 the October MCA Agreement has an outstanding principal balance of $ 2,498,245 .

MCA Agreement is currently in default status.

November 7, 2023, the Company entered into a Business Loan and Security Agreement (the “November Loan Agreement”) with the

lender (the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $ 2,100,000 ,

which satisfied the outstanding balance on the August Loan of $ 1,089,000 and includes origination fees of $ 140,000 (the “November

Pursuant to the November Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain

collateral (as defined in the November Loan Agreement).

The total amount of interest and fees payable by us to the Lender under the November

Loan will be $ 3,129,000 , which will be repaid in 34 weekly installments ranging from $ 69,000 - $ 99,000 .

As of December 31, 2023 the November Loan has an outstanding principal

balance of $ 1,990,699 .

The November Loan Agreement is currently in default status.

November 24, 2023, the Company entered into a loan with a principal of $ 53,099 .

The loan was evidenced by an unsecured promissory note

(the “Second November Note”).

Pursuant to the terms of the Second November Note, it will accrue interest at a rate of eight

and a half percent ( 8.50 %) per annum, the Prime rate on the date of signing, and is due on the earlier of May 24, 2024 or an event of

default, as defined therein.

As of December 31, 2023, there was a remaining principal balance of $ 53,099 on the Second December Loan

and accrued interest of $ 458 .

Purchase Agreement

July 3, 2023, the Company entered into a Securities Purchase Agreement (the “First Tranche Securities Purchase Agreement”)

with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $ 375,000

(the “First Tranche Note”) resulting in gross proceeds to the Company of $ 250,000 .

In connection with the issuance of the

First Tranche Note, the Company issued 3,907 shares of its common stock (the “First Tranche Commitment Shares”) as a commitment

fee to the investor.

Pursuant to the First Tranche Securities Purchase Agreement, the Company was obligated to and obtained approval

of its shareholders (“First Tranche Shareholder Approval”) with respect to the issuance of any securities in connection with

the First Tranche Securities Purchase Agreement and the First Tranche Note in excess of 19.99 % of the Company’s issued and outstanding

shares on the closing date, which was equal to 33,792 shares of the Company’s common stock.

The Company recognized a total debt

discount of $ 164,775 on the Note from the issuance of stock and original issuance discount.

The First Tranche Note has a maturity date

of December 31, 2023, and is convertible following First Tranche Shareholder Approval and the occurrence of an Event of Default (as defined

in the July Note) at a conversion price of $ 18.00 per share.

connection with the First Tranche Securities Purchase Agreement and the issuance of the First Tranche Note, the Company and certain of

its subsidiaries also entered into a Security Agreement with the investor (the “First Tranche Security Agreement”) pursuant

to which it granted the investor a security interest in certain Collateral (as defined in the First Tranche Security Agreement) to secure

its obligations under the First Tranche Note.

In addition, the Company entered into a registration rights agreement with the investor

pursuant to which the Company agreed to prepare and file with the U.S.

Securities and Exchange Commission a registration statement covering

the resale of the First Tranche Commitment Shares and any shares of the Company’s common stock issuable upon conversion of the

First Tranche Note within 120 days of the closing date and to have such registration statement declared effective within 150 days of

the closing date.

As of December 31, 2023, the First Tranche Note was fully paid off.

July 24, 2023, the Company entered into a Securities Purchase Agreement (the “Second Tranche Securities Purchase Agreement”)

with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $ 2,625,000

(the “Second Tranche Note”) resulting in gross proceeds to the Company of $ 1,750,000 .

In connection with the issuance of

the Second Tranche Note, the Company agreed to issue a total of 27,344 shares of its common stock (the “Second Tranche Commitment

Shares”) as a commitment fee to the investor.

At the request of the investor, the Company issued 17,278 Second Tranche Commitment

Shares and will issue the remaining 10,066 Second Tranche Commitment Shares within 120 days, subject to the investor’s discretion.

Pursuant to the Second Tranche Securities Purchase Agreement, the Company was obligated to and obtained approval of its shareholders

(“Second Tranche Shareholder Approval”) with respect to the issuance of any securities in connection with the Second Tranche

Securities Purchase Agreement and the Second Tranche Note in excess of 19.99 % of the Company’s issued and outstanding shares on

the closing date, which was equal to 38,026 shares of the Company’s common stock.

The company recognized a total debt discount

of $ 1.0 million on the Second Tranche Note from the issuance of stock and original issuance discount.

The Note has a maturity date of

December 31, 2023 and is convertible following Second Tranche Shareholder Approval and the occurrence of an Event of Default (as defined

in the Second Tranche Note) at a conversion price of $ 15.60 per share.

connection with the Second Tranche Securities Purchase Agreement and the issuance of the Second Tranche Note, the Company and certain

of its subsidiaries also entered into a Security Agreement with the investor (the “Second Tranche Security Agreement”) pursuant

to which it granted the investor a security interest in certain Collateral (as defined in the Second Tranche Security Agreement) to secure

its obligations under the Second Tranche Note.

In addition, the Company entered into a registration rights agreement with the investor

pursuant to which the Company agreed to prepare and file with the U.S.

Securities and Exchange Commission a registration statement covering

the resale of the Second Tranche Commitment Shares and any shares of the Company’s common stock issuable upon conversion of the

Second Tranche Note within 90 days of the closing date and to have such registration statement declared effective within 120 days of

the closing date.

As of December 31, 2023, $ 2,625,000 in outstanding principal on the Second Tranche Note and accrued interest of $ 113,021

was converted into 2,625 shares of the Company’s Series B-2 Preferred Stock (See Note 10).

connection with the Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and

wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”),

the Company, Evofem and the holders (the “Holders”) of certain senior indebtedness (the “Notes”) entered into

an Assignment Agreement dated December 11, 2023 (the “Assignment Agreement”), pursuant to which the Holders assigned the

Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $ 5 million in secured notes

of the Company due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $ 8 million

in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal

amount of $ 5 million in ten-year unsecured notes (the “Unsecured Notes”), and (iv) payment of $ 154,480 in respect of net

sales of Phexxi in respect of the calendar quarter ended September 30, 2023, which amount is due and payable on December 14, 2023.

January 2024 Secured Notes are secured by certain intellectual property assets of the Company and its subsidiaries pursuant to an Intellectual

Property Security Agreement (the “IP Security Agreement”) entered into in connection with the Assignment Agreement.

The September

2024 Secured Notes are secured by the Notes and certain associated security documents pursuant to a Security Agreement (the “Security

Agreement”) entered into in connection with the Assignment Agreement.

As of December 31, 2023, there was a remaining principal

balance of $ 13,000,000 on the Notes.

Subject to the terms and conditions set forth

in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all issued and outstanding shares

of common stock, par value $ 0.0001 per share of Evofem (“Evofem Common Stock”), other than any shares of Evofem Common Stock

held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of

610,000 shares of the Company’s common stock, par value $ 0.001 per share (“Company Common Stock”);

and (ii) all issued

and outstanding shares of Series E-1 Preferred Stock, par value $ 0.0001 of Evofem (the “Evofem Unconverted Preferred Stock”),

other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time,

will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock, par value $ 0.001 of the Company

(the “Company Preferred Stock”), having such rights, powers, and preferences set forth in the form of Certificate of Designation

of Series A-1 Preferred Stock, the form of which is attached as Exhibit C to the Merger Agreement.

The respective obligations of each of the Company,

Merger Sub and Evofem to consummate the closing of the Merger (the “Closing”) are subject to the satisfaction or waiver, at

or prior to the closing of certain conditions, including but not limited to, the following:

(i) approval by the Company’s shareholders and Evofem shareholders;

(ii) the registration statement on Form S-4 pursuant to which the shares of the Company Common Stock issuable

in the Merger being declared effective by the U.S.

Securities and Exchange Commission;

(iii) the entry into a voting agreement by the Company and certain members of Evofem management;

(iv) all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted

to Evofem Common Stock;

(v) Evofem shall have received agreements (the “Evofem Warrant Holder Agreements”) from all holders

of Evofem warrants which provide:

waivers with respect to any fundamental

transaction, change in control or other similar rights that such warrant holder may have under any such Evofem warrants, and (b) an agreement

to such Evofem warrants to exchange such warrants for not more than an aggregate (for all holders of Evofem warrants) of 551 shares of

Company Preferred Stock;

(vi) Evofem shall have cashed out any other holder of Evofem warrants who has not provided an Evofem Warrant

Holder Agreement;

(vii) Evofem shall have obtained waivers from the holders of the convertible notes of Evofem (the “Evofem

Convertible Notes”) with respect to any fundamental transaction rights that such holder may have under the Evofem Convertible Notes,

including any right to vote, consent, or otherwise approve or veto any of the transactions contemplated under the Merger Agreement.

The obligations of the Company and Merger Sub

to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not

limited to, the following:

(i) the Company shall have obtained agreements from the holders of Evofem Convertible Notes and purchase rights

they hold to exchange such Convertible Notes and purchase rights for not more than an aggregate (for all holders of Evofem Convertible

Notes) of 86,153 shares of Company Preferred Stock;

(ii) the Company shall have received waivers form the holders of certain of the Company’s securities

which contain prohibitions on variable rate transactions;

(iii) the Company, Merger Sub and Evofem shall work together between the Execution Date and the Effective Time

to determine the tax treatment of the Merger and the other transactions contemplated by the Merger Agreement.

The obligations of the Company to consummate the

Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not limited to, the

(i) the Company shall have regained compliance with the stockholders’ equity requirement in Nasdaq Listing

Rule 5550(b)(1) and shall meet all other applicable criteria for continued listing, subject to any panel monitor imposed by Nasdaq.

As the January 2024 Secured Notes and September 2024 Secured Notes

did not contain a stated interest rate, the Company calculated an imputed interest rate of 26.7 % based on the Company’s weighted

average cost of capital for the period in which the January 2024 Secured Notes and September 2024 Secured Notes were outstanding.

amounted to approximately $ 1.8 million which was recorded as a discount to be amortized over the life of the January 2024 Secured Notes

and September 2024 Secured Notes.

Note 12 for amendments entered into subsequent to year end.

lease agreements generally do not provide an implicit borrowing rate;

therefore, an internal incremental borrowing rate is determined

based on information available at lease commencement date for purposes of determining the present value of lease payments.

incremental borrowing rate on December 31, 2023 and 2022 for all leases that commenced prior to that date.

In determining this rate,

which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized

basis, with similar payment terms as the lease and in a similar economic environment.

corporate headquarters is located in Richmond, Virginia, where we lease approximately 25,000 square feet.

The lease expires

in August 31, 2026 , subject to extension.

As of December 31, 2023 the Company is 1.75 months in arrears on this lease.

also lease approximately 5,810 square feet of laboratory and office space in Mountain View, California.

The lease expires in August

31, 2024 , subject to extension.

As of December 31, 2023 the Company is 1 month in arrears on this lease.

Additionally,

we lease approximately 3,150 square feet of office space in Melville, New York.

The lease expires in December 31, 2025 ,

subject to extension.

As of December 31, 2023 the Company is 1 month in arrears on this lease.

Components of total lease

lease expense

Positions as of December 31, 2023 and 2022

lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows:

of use asset – long term

right of use asset

lease liabilities – short term

lease liabilities – long term

lease liability

Terms and Discount Rate as of December 31, 2023

Weighted average

remaining lease term (in years) – operating leases

Weighted average discount

rate – operating leases

of leases are as follows:

Ended December 31, 2023

Total lease payments

1 unchanged sentence

Less current portion

( 1,086,657 )

Total maturities, due beyond one year

NOTE 10 – COMMITMENTS & CONTIGENCIES

License Agreement with Loma Linda University

On March 15, 2018, as amended

on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University.

Pursuant to the LLU License

Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including patents, technical

information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled

by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory

diseases (the ADI™ technology).

In consideration for the LLU License Agreement, we issued 500 shares of common stock to LLU.

Pursuant to the LLU License

Agreement, we are required to pay an annual license fee to LLU.

Also, we paid LLU $ 455,000 in July 2020 for outstanding milestone payments

and license fees.

Note 12 for additional disclosure regarding the Company’s leases.

9 – COMMITMENTS & CONTINGENCIES

Agreement with Loma Linda University

March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University.

to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including

patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications,

owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for

immune-mediated inflammatory diseases (the ADI™ technology).

In consideration for the LLU License Agreement, we issued 13 shares

of common stock to LLU.

to the LLU License Agreement, we are required to pay an annual license fee to LLU.

Also, we paid LLU $ 455,000 in July 2020 for outstanding

milestone payments and license fees.

We are also required to pay to LLU milestone payments in connection with certain development milestones.

Specifically,

we are required to make the following milestone payments to LLU:

Specifically, we are required to make the following milestone payments to LLU:

$ 175,000 on March 31, 2022;

2 unchanged sentences

and $ 500,000 on March 31, 2027.

In lieu of the $ 175,000 milestone payment due on March 31, 2022, the Company paid LLU an extension

fee of $ 100,000 .

In lieu of the $ 175,000 milestone payment due on March 31, 2023, the Company

paid LLU an extension fee of $ 100,000 .

Upon payment of this extension fee, an additional year will be added for the March 31, 2023 milestone.

Additionally,

as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we made the

following payments to LLU:

Additionally, as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights,

we made the following payments to LLU:

$ 70,000 at the end of December 2018, and a final payment of $ 60,000 at the end of March 2019.

We are required

to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement.

Additionally, we will owe royalty payments

of (i) 1.5 % of Net Product Sales (as such terms are defined under the LLU License Agreement) and Net Service Sales on any Licensed Products

(defined as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or

supply), and (ii) 0.75 % of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services (as such terms are defined

under the LLU License Agreement) not covered by a valid patent claim for technology rights and know-how for a three (3) year period beyond

the expiration of all valid patent claims.

We also are required to produce a written progress report to LLU, discussing our development

and commercialization efforts, within 45 days following the end of each year.

All intellectual property rights in and to LLU Patent and

Technology Rights shall remain with LLU (other than improvements developed by or on our behalf).

The LLU License Agreement

shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day that the last patent application

licensed to us is abandoned.

The LLU License Agreement may be terminated by mutual agreement or by us upon 90 days written notice to LLU.

LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty, milestone and license maintenance

fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment provision (including the provision

that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after

delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches of the LLU License Agreement by

us in any 12-month period.

We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement.

Additionally, we will owe

royalty payments of (i) 1.5 % of Net Product Sales (as such terms are defined under the LLU License Agreement) and Net Service Sales on

any Licensed Products (defined as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development,

manufacture or supply), and (ii) 0.75 % of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services (as such

terms are defined under the LLU License Agreement) not covered by a valid patent claim for technology rights and know-how for a three

(3) year period beyond the expiration of all valid patent claims.

We also are required to produce a written progress report to LLU, discussing

our development and commercialization efforts, within 45 days following the end of each year.

All intellectual property rights in and

to LLU Patent and Technology Rights shall remain with LLU (other than improvements developed by or on our behalf).

LLU License Agreement shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day that the

last patent application licensed to us is abandoned.

The LLU License Agreement may be terminated by mutual agreement or by us upon 90

days written notice to LLU.

LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty,

milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment

provision (including the provision that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”))

not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches

of the LLU License Agreement by us in any 12-month period.

Additional Milestone Deadlines include:

(i) the requirement to have regulatory approval of an IND application

to initiate first-in-human clinical trials on or before March 31, 2022, which has been extended to March 31, 2023 due to payment of a

$ 100,000 extension fee paid in March 2022, (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii)

the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval by the FDA by March 31, 2027.

License Agreement with Leland Stanford Junior

On February 3, 2020, we entered

into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford regarding a patent concerning a

method for detection and measurement of specific cellular responses.

Pursuant to the February 2020 License Agreement, we received an exclusive

worldwide license to Stanford’s patent regarding use, import, offer, and sale of Licensed Products (as defined in the agreement).

The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement,

and ending when the patent expires.

Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive

license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those

terms are defined in the February 2020 License Agreement”).

However, Stanford agreed to not grant further licenses under the Licensed

Patents in the Licensed Field of Use in the Licensed Territory.

On December 29, 2021, we entered into an amendment to the February 2020

License Agreement which extended our exclusive right to license the technology deployed in AditxtScore TM and securing

worldwide exclusivity in all fields of use of the licensed technology.

We were obligated to pay and

paid a fee of $ 25,000 to Stanford within 60 days of February 3, 2020.

We also issued 375 shares of the Company’s common stock to

An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License Agreement in the

amount of $ 40,000 for 2021 through 2024 and $ 60,000 starting in 2025 until the license expires upon the expiration of the patent.

Company is required to pay and has paid $ 25,000 for the issuances of certain patents.

The Company will pay milestone fees of $ 50,000 on

the first commercial sales of a licensed product and $ 25,000 at the beginning of any clinical study for regulatory clearance of an in

vitro diagnostic product developed and a potential licensed product.

The Company paid a milestone fee for a clinical study for regulatory

clearance of an in vitro diagnostic product developed and a potential licensed product of $ 25,000 in March of 2022.

We are also required

(i) provide a listing of the management team or a schedule for the recruitment of key management positions by March 31, 2020 (which

has been completed), (ii) provide a business plan covering projected product development, markets and sales forecasts, manufacturing and

operations, and financial forecasts until at least $ 10,000,000 in revenue by June 30, 2020 (which has been completed), (iii) conduct validation

studies by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which

has been completed), (iv) submit a 510(k) application to the FDA, Emergency Use Authorization (“EUA”), or a Laboratory Developed

Test (“LDT”) by March 31, 2021 (which has been completed), (vi) develop a prototype assay for human profiling by December

31, 2021 (which has been completed), (vii) execute at least one partnership for use of the technology for transplant, autoimmunity, or

infectious disease purposes by March 31, 2022 (which has been completed) and (viii) provided further development and commercialization

milestones for specific fields of use in writing prior to December 31, 2022.

In addition to the annual

license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License

Agreement) during the of the term of the agreement as follows:

4% when Net Sales are below or equal to $5 million annually or 6% when

Net Sales are above $5 million annually.

The February 2020 License Agreement may be terminated upon our election on at least 30 days advance

notice to Stanford, or by Stanford if we:

(i) the requirement to have regulatory

approval of an IND application to initiate first-in-human clinical trials on or before March 31, 2023, which will be extended to March

31, 2024 with a payment of a $ 100,000 extension fee, (ii) the completion of first-in-human (phase I/II) clinical trials by March 31,

2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval by the FDA by March 31,

Agreement with Leland Stanford Junior University

February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford regarding

a patent concerning a method for detection and measurement of specific cellular responses.

Pursuant to the February 2020 License Agreement,

we received an exclusive worldwide license to Stanford’s patent regarding use, import, offer, and sale of Licensed Products (as

defined in the agreement).

The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective

date of the agreement, and ending when the patent expires.

Under the exclusivity agreement, we acknowledged that Stanford had already

granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed

Territory (as those terms are defined in the February 2020 License Agreement”).

However, Stanford agreed to not grant further licenses

under the Licensed Patents in the Licensed Field of Use in the Licensed Territory.

On December 29, 2021, we entered into an amendment

to the February 2020 License Agreement which extended our exclusive right to license the technology deployed in AditxtScore TM and

securing worldwide exclusivity in all fields of use of the licensed technology.

were obligated to pay and paid a fee of $ 25,000 to Stanford within 60 days of February 3, 2020.

We also issued 10 shares

of the Company’s common stock to Stanford.

An annual licensing maintenance fee is payable by us on the first anniversary of the

February 2020 License Agreement in the amount of $ 40,000 for 2021 through 2024 and $ 60,000 starting in 2025 until the license expires

upon the expiration of the patent.

The Company is required to pay and has paid $ 25,000 for the issuances of certain patents.

will pay milestone fees of $ 50,000 on the first commercial sales of a licensed product and $ 25,000 at the beginning of any clinical study

for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product.

The Company paid a milestone fee

for a clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product of $ 25,000

in March of 2022.

We are also required to:

(i) provide a listing of the management team or a schedule for the recruitment of key management

positions by March 31, 2020 (which has been completed), (ii) provide a business plan covering projected product development, markets

and sales forecasts, manufacturing and operations, and financial forecasts until at least $ 10,000,000 in revenue by June 30, 2020 (which

has been completed), (iii) conduct validation studies by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting

with the FDA by September 30, 2020 (which has been completed), (iv) submit a 510(k) application to the FDA, Emergency Use Authorization

(“EUA”), or a Laboratory Developed Test (“LDT”) by March 31, 2021 (which has been completed), (vi) develop a

prototype assay for human profiling by December 31, 2021 (which has been completed), (vii) execute at least one partnership for use of

the technology for transplant, autoimmunity, or infectious disease purposes by March 31, 2022 (which has been completed) and (viii) provided

further development and commercialization milestones for specific fields of use in writing prior to December 31, 2022.

addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined

in the February 2020 License Agreement) during the of the term of the agreement as follows:

4% when Net Sales are below or equal to $5

million annually or 6% when Net Sales are above $5 million annually.

The February 2020 License Agreement may be terminated upon our election

on at least 30 days advance notice to Stanford, or by Stanford if we:

(i) are delinquent on any report or payment;

(ii) are not diligently developing and commercializing

Licensed Product;

(ii) are not diligently

developing and commercializing Licensed Product;

(iii) miss certain performance milestones;

(iv) are in breach of any provision of the February 2020 License Agreement;

(iv) are in breach of any provision of the

February 2020 License Agreement;

or (v) provide any false report to Stanford.

Should any events in the preceding sentence occur, we have a thirty (30) day cure period

to remedy such violation.

NOTE 11 – STOCKHOLDERS’ EQUITY

On May 24, 2021, the Company increased the number

of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 27,000,000 to 100,000,000 (the

“Authorized Shares Increase”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended

and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

In accordance with the General Corporation

Law of the State of Delaware, the Authorized Shares Increase and the Certificate of Amendment were approved by the stockholders of the

Company at the Company’s Annual Meeting of Stockholders on May 19, 2021.

On September 13, 2022, the Company effectuated a 1

Should any events in the preceding sentence occur, we have

a thirty (30) day cure period to remedy such violation.

Purchase Agreement

April 18, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Cellvera Global

Holdings LLC (“Cellvera Global”), Cellvera Holdings Ltd.

(“BVI Holdco”), Cellvera, Ltd.

(“Cellvera Ltd.”),

Cellvera Development LLC (“Cellvera Development” and together with Cellvera Global, BVI Holdco, Cellvera Ltd.

Development (the “Sellers”), AiPharma Group Ltd.

(“Seller Owner” and collectively with the Sellers, “Cellvera”),

and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera’s 50 % ownership interest in

G Response Aid FZE (“GRA”), certain other intellectual property and all goodwill related thereto (the “Acquired Assets”).

expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase

Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists of (A) $ 24.5 million,

comprised of:

(i) the forgiveness of the Company’s $ 14.5 million loan to Cellvera Global, and (ii) approximately $ 10 million

in cash, and (B) future revenue sharing payments for a term of seven years .

GRA holds an exclusive, worldwide license for the antiviral

medication, Avigan® 200mg, excluding Japan, China and Russia.

The other 50 % interest in GRA is held by Agility, Inc.

Additionally, upon the closing, the Share Exchange Agreement previously entered into as of December 28, 2021, between Cellvera Global

Holdings, LLC f/k/a AiPharma Global Holdings, LLC (together with other affiliates and subsidiaries) and the Company, and all other related

agreements will be terminated.

obligations of the Company to consummate the closing are subject to the satisfaction or waiver, at or prior to the Closing of certain

conditions, including but not limited to, the following:

Satisfactory completion

of due diligence;

Completion by the Company

of financing sufficient to consummate the transactions contemplated by the Asset Purchase Agreement;

Receipt by the Company

of all required Consents from Governmental Bodies for the Acquisition, including but not limited to, any consents required to complete

the transfer and assignment of Cellvera’s membership interests in GRA;

Receipt of executed payoff

letters reflecting the amount required to be fully pay all of each of Seller’s and Seller Owner’s Debt to be paid at

Receipt by the Company

of a release from Agility;

Execution of an agreement

acceptable to the Company with respect to the acquisition by the Company of certain intellectual property presently held by a third

Execution of an amendment

to an asset purchase agreement previously entered into by Cellvera with a third party that effectively grants the Company the rights

to acquire the intellectual property from the third party under such agreement;

Receipt of a fairness opinion

by the Company with respect to the transactions contemplated by the Asset Purchase Agreement;

Receipt by the Company

from the Seller Owner of written consent, whether through its official liquidator or the Board of Directors of Seller Owner, to the

sale and purchase of the Acquired Assets and Assumed Liabilities pursuant to the Assert Purchase Agreement.

July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of the Company.

In connection with his resignation, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”)

Pursuant to the Separation Agreement, Mr.

Shatzkes’ employment with the Company terminated on August 4, 2023

(the “Termination Date”).

In addition, the Company agreed to pay Mr.

Shatzkes’ within seven days after the Termination

(i) $ 122,292 , representing all accrued salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts,

as those terms are defined in Mr.

Shatzkes’ employment agreement), and (ii) $ 32,576 , representing Mr.

Shatzkes accrued, but unused

paid time off (collectively, the “Initial Payment”).

The Company also agreed to pay Mr.

(i) $ 385,000 , representing

12 months of Mr.

Shatzkes’ Base Compensation (as that term is defined in Mr.

Shatzkes employment agreement), and (ii) $ 290,000 ,

representing Mr.

Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr.

Shatzkes employment agreement), on the 60 th

day following the Termination Date.

In addition, the Company shall reimburse Mr.

Shatzkes COBRA premium for a period of 12 months

and shall cause any restricted stock units granted to Mr.

Shatzkes to immediately vest as of the Termination Date.

As of December 31,

2023, the Company has completed all obligations under the Separation Agreement.

On September 7, 2023, the Company received a demand

letter from the holder of certain warrants issued by the Company in April 2023.

The demand letter alleged that the investor suffered more

than $ 2 million in damages as a result of the Company failing to register the shares of the Company’s common stock underlying the

warrants as required under the securities purchase agreement.

The Company denies the amount of the liability claimed by the investor and

intends to defend itself vigorously against any such claims.

The Company is engaged in ongoing discussions with the investor and, as a

result, has accrued a loss of $ 1.6 million relating to the potential liability.

This liability was settled subsequent to December 31,

(See Note 12)

of Intent Termination

August 1, 2023, the Company and Natural State Genomics and Natural State Laboratories mutually agreed to terminate the Amended and Restated

Non-Binding Letter of Intent dated June 12, 2023.

EvoFem Merger Agreement

December 11, 2023 (the “Execution Date”), Aditxt, Inc., a Delaware corporation (the “Company”) entered into an

Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., a Delaware corporation and wholly owned subsidiary

of the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which,

Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary

of the Company.

connection with the Merger Agreement the Company assumed $ 13.0 million in notes payable held by Evofem (see Note 7) and assumed a payable

for $ 154,480 (see Note 7).

These items were capitalized on the Company’s balance sheet to deposit on acquisition as of December

The Company recognized a debt discount of $ 1,826,250 .

As of December 31, 2023, there was an unamortized discount of $ 1,633,389 .

to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),

(i) all issued and outstanding shares of common stock, par value $ 0.0001 per share of Evofem (“Evofem Common Stock”), other

than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into

the right to receive an aggregate of 610,000 shares of the Company’s common stock, par value $ 0.001 per share (“Company Common

and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $ 0.0001 of Evofem (the “Evofem

Unconverted Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately

prior to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Preferred Stock,

par value $ 0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences set forth in

the form of Certificate of Designation of Series A-1 Preferred Stock.

(See Note 10)

Exchange Agreement

December 22, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holders of an aggregate

of 22,280 shares of Series F-1 Convertible Preferred Stock of Evofem (the “Evofem Series F-1 Preferred Stock”) agreed to

exchange their respective shares of Evofem Series F-1 Preferred Stock for an aggregate of 22,280 shares of a new series of convertible

preferred stock of the Company designated as Series A-1 Convertible Preferred Stock, $ 0.001 par value, (the “Series A-1 Preferred

Stock”), having a total value of $ 22,277,233 .

(see Note 10) This investment has been recorded at cost in accordance with ASC 321.

10 – STOCKHOLDERS’ EQUITY

May 24, 2021, the Company increased the number of authorized shares of the Company’s common stock, par value $ 0.001 per share,

from 27,000,000 to 100,000,000 (the “Authorized Shares Increase”) by filing a Certificate of Amendment

(the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of

the State of Delaware.

In accordance with the General Corporation Law of the State of Delaware, the Authorized Shares Increase and the

Certificate of Amendment were approved by the stockholders of the Company at the Company’s Annual Meeting of Stockholders on May

On September 13, 2022, the Company effectuated a 1 for 50 reverse stock split (the “2022 Reverse Split”).

Company’s stock began trading at the 2022 Reverse Split price effective on the Nasdaq Stock Market on September 14, 2022.

was no change to the number of authorized shares of the Company’s common stock.

On August 17, 2023, the Company effectuated a 1

for 40 reverse stock split (the “2023 Reverse Split”).

The Company’s stock began trading at the Reverse Split price effective

on the Nasdaq Stock Market on September 14, 2022.

There was no change to the number of authorized shares of the Company’s common

During the year ended December 31, 2022, the Company

issued 148,227 shares of common stock and recognized expense of $ 507,558 in stock-based compensation for consulting services,

consisting of capital markets and investor relations.

The stock-based compensation for consulting services is calculated by the number

shares multiplied by the closing price on the effective date of the contract.

The Company also granted 11,644 Restricted Stock

Units and, 18,469 Restricted Stock Units vested which resulted in the issuance of shares.

As a result, the Company recognized

expense of $ 1,209,906 in stock-based compensation.

The stock-based compensation for shares issued or RSU’s granted during the

period were valued based on the fair market value on the date of grant.

The Company issued 58,256 shares in relation to the issuance of

notes (See Note 8).

The Company issued 1,224,333 shares of common stock as part of the September 2022 Offering (See Note 1).

also issued 1,766,917 shares of common stock as a result of the exercise of prefunded warrants from the September 2022 Offering (See Note

The Company issued 179,419 shares of common stock from the exercise of warrant, modification of warrant, and the issuance of warrant.

The Company issued 9,237 shares of common stock for the settlement of accounts payable.

During the year ended December 31, 2021, the Company

issued 2,031 shares of common stock and recognized expense of $ 254,242 in stock-based compensation for consulting services.

also issued 1,602 shares of common stock to Stanford University and two employees and recognized expense of $ 64,875 relating to the agreement

with Stanford University.

The Company also issued 189,843 shares of common stock upon the exercise of warrants and received $ 3,727,285

in cash proceeds.

The Company granted 9,300 Restricted Stock Awards, as a result the Company recognized expense of $ 1,443,700 in stock-based

compensation.

The Company granted 500 Restricted Stock Awards of which 500 vested, as a result, the Company recognized expense of $ 17,000

The Company’s stock began trading at the 2023 Reverse Split

price effective on the Nasdaq Stock Market on August 17, 2023.

There was no change to the number of authorized shares of the Company’s

common stock.

Formed in January 2023,

our majority owned subsidiary Pearsanta™, Inc.

(“Pearsanta”) seeks to take personalized medicine to a new level by delivering

“Health by the Numbers.” On November 22, 2023, Pearsanta entered into an assignment agreement with FirstVitals LLC, an entity

controlled by Pearsanta’s CEO, Ernie Lee (“FirstVitals”), pursuant to which FirstVitals assigned its rights in certain

intellectual property and website domain to Pearsanta in consideration of the issuance of 500,000 shares of Pearsanta common stock to

On December 18, 2023, the board of directors of Pearsanta adopted the Pearsanta 2023 Omnibus Equity Incentive Plan (the “Pearsanta

Omnibus Incentive Plan”), pursuant to which it reserved 15 million shares of common stock of Pearsanta for future issuance under

the Pearsanta Omnibus Incentive Plan and the Pearsanta 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent

Service Provider Plan”) and approved the issuance of 9.32 million options, exercisable into shares of Pearsanta common stock under

the Pearsanta Parent Service Provider Plan and the issuance of 4.0 million options, exercisable into shares of Pearsanta common stock,

subject to vesting, and 1.0 million restricted common stock shares under the Pearsanta Omnibus Incentive Plan.

the year ended December 31, 2023, the Company issued 74,675 shares of common stock and recognized expense of

$ 484,525 in stock-based compensation for consulting services.

The Company also granted 36,456 Restricted Stock Units, of which 16,519 vested and

resulted in the issuance of shares, as a result, the Company recognized expense of $ 1,843,902 in stock-based compensation.

The Company issued 96,050 shares of common stock for the conversion of a convertible note.

(See Note 9) The Company issued 91,667 shares

of common stock as part of the August 2021 Offering.

The Company issued 56,667 shares of common stock as part of the October 2021 Offering.

The Company issued 164,929 shares of common stock as part of the December 2021 Offering.

The stock-based compensation for shares issued

or RSU’s granted during the period, were valued based on the fair market value on the date of grant.

Preferred Stock

The Company is authorized to issue 3,000,000 shares

of preferred stock, par value $ 0.001 per share.

There were no shares of preferred stock outstanding as of December 31, 2022 and December

31, 2021, respectively.

Issuance of Series B Preferred Stock:

On July 19, 2022, the Company entered into a Subscription

and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company

agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”), par value

$ 0.001 per share, to the Purchaser for $ 20,000 in cash.

On July 19, 2022, the Company filed a certificate

of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing,

designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.

The Certificate of Designation provides

that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s

common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation

to effect a reverse stock split of the Company’s common stock.

The Preferred Stock will be voted, without action by the holder,

on any such proposal in the same proportion as shares of common stock are voted.

The Preferred Stock otherwise has no voting rights except

as otherwise required by the General Corporation Law of the State of Delaware.

The Preferred Stock is not convertible into, or

exchangeable for, shares of any other class or series of stock or other securities of the Company.

The Preferred Stock has no rights with

respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale,

dissolution or winding up of the Company, whether voluntarily or involuntarily.

The holder of the Preferred Stock will not be entitled

to receive dividends of any kind.

The outstanding share of Preferred Stock shall

be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion

or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split.

The stock-based compensation for consulting services is

calculated by the number of shares multiplied by the closing price on the effective date of the contract.

The Company recognized

expense of $ 308,479 in stock-based compensation related to the RSUs for the year ended December 31, 2023.

The stock-based

compensation for shares issued or RSUs granted during the period were valued based on the fair market value on the date of grant.

During the year ended December 31, 2023, the Company issued 1,055,374 shares of common stock for the exercise of

the year ended December 31, 2022, the Company issued 3,707 shares of common stock and recognized expense of $ 507,558 in stock-based compensation

for consulting services.

The Company also granted 292 RSUs, 463 vested and resulted in the issuance of shares.

As a result, the Company

recognized expense of $ 1,209,906 in stock-based compensation.

The stock-based compensation for shares issued or RSU’s granted during

the period were valued based on the fair market value on the date of grant.

During the year ended December 31, 2022, the Company issued

48,659 shares of common stock for the exercise of warrants.

December 20, 2022, the Company entered into an At The Market Offering Agreement (the “ATM”) 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 having an aggregate offering price of up to $ 50,000,000 (the “Shares”).

offer and sale of the Shares was made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No.

filed by the Company with 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 year ended December 31, 2023, the Company sold 8,463 Shares at an average price of $ 62.05 per share under the ATM.

The sale of Shares generated net proceeds of $ 507,016 after paying commissions and related fees.

April 20, 2023, the Company entered into an amendment to the ATM, pursuant to which the Company and the Agent agreed to reduce the aggregate

gross sales price of the Shares under the ATM from $ 50,000,000 to zero .

Company is authorized to issue 3,000,000 shares of preferred stock, par value $ 0.001 per share.

There were 24,905

and zero shares of preferred stock outstanding as of December 31, 2023 and 2022, respectively.

of Series A-1 Preferred Stock:

December 11, 2023 (the “Execution Date”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”)

with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Evofem Biosciences,

Inc., a Delaware corporation (“Evofem”), pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”),

with Evofem surviving the Merger as a wholly owned subsidiary of the Company.