What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-16 · 2842 added, 2353 removed, 1158 unchanged (82% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

14 unchanged sentences

Change in Internal Control Over Financial Reporting

No change occurred in our

internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December

No change occurred in our internal

control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2024

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

1 unchanged sentence

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.

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

Further, the 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 31, 2024:

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.

did not have the resources or retain individuals to adequately draft the consolidated financial statements and notes to ensure them to

be in compliance with accounting principles generally accepted in the US

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

We did not maintain the sufficient procedures for the classification and valuation of debt and equity transactions

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.

We are 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 .

In February 2023, the Company

formed a wholly-owned 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.

Based upon the stockholders’

equity reported by the Company in this Annual Report on Form 10-K for the year ended December 31, 2024, as of December 31, 2024, the Company

reported a stockholders’ deficit of approximately $86,000.

Nasdaq Listing Rule 5550(b)(1) requires a company to maintain a minimum

of $2,500,000 in stockholders’ equity, or a market value of listed securities of at least $35 million, or net income from continuing

operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Stockholders’

Equity Rule”).

Subsequent to December 31, 2024 during the period ended March 31, 2025, the Company raised approximately $20.8 million

in gross proceeds from its common stock purchase agreement with its equity line investor and its at-the-market offering agreement with

Wainwright & Co., LLC.

As a result and as detailed in the pro forma unaudited balance sheet as of March 31, 2025 set forth below,

the Company believes, as of the date of this filing, that it has stockholders’ equity in excess of $2,500,000 as of March 31, 2025,

and has thereby regained compliance with the Stockholders’ Equity Rule.

The Company awaits Nasdaq’s confirmation of the same.

(In Thousands)

CURRENT ASSETS

NON-CURRENT ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

NON-CURRENT LIABILITIES

TOTAL LIABILITIES

MEZZANINE EQUITY

STOCKHOLDERS’ EQUITY

Treasury stock

Additional paid-in capital

Accumulated deficit

TOTAL ADITXT, INC.

STOCKHOLDERS’ EQUITY

NON-CONTROLLING INTEREST

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

Disclosure Regarding Foreign Jurisdictions

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Corinne Pankovcin

Chief Commercialization Officer

Chief Mergers & Acquisitions Officer

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

4 unchanged sentences

Charles Nelson

Sylvia Hermina

Amro Albanna - Chief Executive Officer

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Genetics at Harvard Medical School HMX online learning platform.

Corinne Pankovcin — Chief Commercialization

Corinne Pankovcin - Chief Mergers

and Acquisitions Officer

Pankovcin has been our

Chief Commercialization Officer since April 12, 2023.

Chief Mergers and Acquisitions Officer since January 2024.

Pankovcin served as the Chief Commercialization Officer from April 2023

through January 2024.

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

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

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:

Pankovcin was the Chief Financial Officer and

Managing Director and Treasurer of Business Development Corporation of America (“BDCA”), a business development company.

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 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

Pankovcin earned her B.S.

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

Administration from Hofstra University.

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

She is a Certified Public Accountant.

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

- Chief Innovation Officer

- Chief Innovation

Shabahang has been our

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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.

Brady has served

as a Director since December 1, 2018.

Brady 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,

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.

extensive experience with financial markets and management of investment activities qualifies him to serve as a director of our Company.

Charles Nelson - Director

45 unchanged sentences

qualifies him to serve as a director of our Company.

Sylvia Hermina - Director

Sylvia Hermina has over 20

years of experience advising public companies on corporate governance, mergers and acquisitions, and shareholder relations.

Hermina currently

serves as Senior Vice President of Kingsdale Advisors, a governance and proxy solicitation firm.

Prior to joining Kingsdale

Advisors, Ms.

Hermina served as Senior Vice President of Laurel Hill Advisory Group, LLC - a shareholder communications and advisory firm;

Managing Director of The Altman Group, Inc.

- a proxy advisory firm.

She also held senior positions Georgeson Shareholder Communications

and Corporate Investor Communications, Inc.

Hermina holds a Bachelor of Science degree in Business Administration,

Management and Marketing from Montclair State University.

Sylvia is a member of the Society of Corporate Governance (Society),

the National Investor Relations Institute (NIRI) and Chief.

Board Leadership Structure and Risk Oversight

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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.

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;

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);

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

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;

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;

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.

Runge, and Ms.

Hermina 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

18 unchanged sentences

and functions of each committee are described below.

Nominating and Corporate Governance

Nominating and

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

1 unchanged sentence

Jeffrey Runge, M.D.

Chairman of the committee

Sylvia Hermina

of the committee

Audit Committee

1 unchanged sentence

among other things, is responsible for:

● appointing;

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.

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

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

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

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

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

our financial compliance system;

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

10 unchanged sentences

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.

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

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

● negotiating

and overseeing employment agreements with officers and directors;

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

The Board has

10 unchanged sentences

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.

and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and

succession issues;

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

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;

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

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;

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

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.

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.

Runge serves as chairman of the Nominating and Corporate Governance

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

23 unchanged sentences

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.

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

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;

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;

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;

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;

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

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information regarding the total compensation for the named executive officers of the Company as of December 31, 2024 and 2023:

and Principal Position

Name and Principal Position

Chief Executive Officer and Director

2 unchanged sentences

Corinne Pankovcin

Chief Commercialization Officer,

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

Chief Mergers & Acquisitions Officer

Chief Financial Officer

Matthew Shatzkes

Legal Officer & General Counsel (3)

Former Chief Legal Officer & General Counsel (2)

Option awards represent granted

2 unchanged sentences

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.

salary is reflected on an accrued basis.

From time to time in 2024 management has voluntarily forgone their salaried payroll.

Shatzkes departed Aditxt in July of 2023.

All other compensation is inclusive of Pearsanta, Inc.

other compensation is inclusive of Pearsanta, Inc.

option grants to Mr.

1 unchanged sentence

Pankovcin, and Mr.

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

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

Employment Agreements

75 unchanged sentences

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.

Corinne Pankovcin, Chief Mergers and Acquisitions

On November 14, 2021, 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.

24 unchanged sentences

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

however , if termination of Ms.

provided , 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 for “Good Reason,”

then under the Pankovcin Employment Agreement will require the Company to pay severance to Ms.

Upon 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;

Pankovcin’s execution of an irrevocable release,

(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.

Pankovcin’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 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,

33 unchanged sentences

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.

On November 14, 2021, 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.

41 unchanged sentences

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

Notwithstanding

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

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.

Farley 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 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

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

reimbursement to Mr.

(ii) provide reimbursement

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.

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

The 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.

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.

Shahrokh Shabahang, Chief Innovation Officer

On November 14, 2021, 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.

The term of Mr.

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

year periods until terminated by Mr.

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.

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.

Pursuant 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.

(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 will

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

Under 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, Mr.

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.

provided , 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.

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 execution of an irrevocable release,

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

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.

(ii) provide reimbursement

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 by Mr.

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 Mr.

connection to such termination.

Upon such termination, Mr.

Shabahang will be entitled to receive any Accrued Compensation,

and subject to Mr.

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

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;

(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

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).

The 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.

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.

Rowena Albanna, Chief Operating Officer

On November 14, 2021, 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.

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.

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 Agreement.

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

or the Company.

Pursuant to the

Rowena Employment Agreement, Ms.

Albanna will receive:

6 unchanged sentences

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.

Under 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.

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.

provided , 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.

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

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.

(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;

provide reimbursement to Ms.

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 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 exercisable.

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 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

16 unchanged sentences

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.

The 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.

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.

Matthew Shatzkes, Former Chief Legal Officer

and General Counsel

On January 28, 2022, 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 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.

Following the first anniversary

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

Shatzkes’ Base Compensation, Mr.

Shatzkes will

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

Following the Anniversary Date, in addition

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 be eligible to earn an annual discretionary

Under the Employment Agreement,

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.

Shatzkes to receive 15 shares of the Company’s

common stock which shall vest immediately, and (ii) a restricted stock unit award of an additional 33 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.

The term of Mr.

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.

The term of Mr.

Shatzkes’ Employment Agreement

is automatically renewed for successive one-year periods until terminated by Mr.

Shatzkes or the Company.

Under 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 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

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.

If, however, termination of Mr.

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 to Mr.

Upon any such termination,

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.

Shatzkes’ 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;

(ii) provide reimbursement to Mr.

Shatzkes’ medical insurance

premiums for a period of twelve 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 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.

To the extent any of the payments

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

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

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.

33 unchanged sentences

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.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

The following table sets

forth certain information regarding beneficial ownership of shares of our common stock as of March xx, 2025 (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 March xx, 2025.

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., 2569

Wyandotte Street, Suite 101, Mountain View, CA 94043.

Directors and Officers:

6 unchanged sentences

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.

Sylvia Hermina

All directors and executive officers as a group (9 persons)

(i) 1 share issuable pursuant to options that are fully vested;

(ii) 1 share beneficially owned by the Albanna Family Trust, of which

Albanna is the Trustee;

(iii) 151 shares directly owned by Mr.

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

(iii) 1 share directly owned by Mr.

and (iv) 1 Series A Warrant 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.

Albanna may be deemed to beneficially own the securities held by his

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

(i) 1 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.

(ii) warrants

to purchase 2 shares, including 1 Series A Warrant issued as part of the conversion of outstanding accrued compensation through March

31, 2020, and 1 warrant beneficially owned by the Shabahang-Hatami Family Trust;

(iii) 1 share directly owned by Mr.

(i) 1 shares held directly by Ms.

and (ii) 1 shares issuable pursuant to options that are fully vested.

Includes (i) 86 shares

held directly by Ms.

(i) 1 shares held directly by Ms.

(ii) 1 shares issuable pursuant to options that are fully vested;

and (iii) 18 Series A Warrants

and (iii) 1 Series A Warrant

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

1 unchanged sentence

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.

(i) 1 share held directly by Mr.

and (ii) 1 share issuable pursuant to options that are fully vested.

(i) 1 share 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

(ii) 1 share held directly by Dr.

and (iii) 1 share issuable pursuant to options that are fully vested.

(i) 1 share held directly by Mr.

Farley and (ii) 1 share issuable pursuant to options that are fully vested.

(i) 1 share held by Siu Kim Athle International, LLC., over which Mr.

Nelson has voting and dispositive control and (ii) 1 share issuable

pursuant to options that are fully vested.

Certain Relationships and Related Transactions, and Director Independence

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

and except for employment arrangements which are described under “executive compensation,” during our fiscal years ended December

31, 2024 and December 31, 2023, 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,

2024 and 2023, 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 Company.

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.

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.

As of December 31, 2024, the February 29 th

Notes have an outstanding principal balance of $0 and $40,000 and accrued interest of $6,980.

The February 29 th Notes were

repaid subsequent to December 31, 2024.

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.

an unsecured promissory note (the “February 15 th 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.

As of December 31, 2024, the February 15 th Note has an outstanding principal balance of $75,000

and accrued interest of $0 as the Company paid off all outstanding interest on December 31, 2024.

The February 15 th Note was

repaid subsequent to December 31, 2024.

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

unsecured promissory note (the “February 7 th Note”).

Pursuant to the terms of the February 7 th 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 therein.

As of December 31, 2024, the February 7 th Note was fully paid off.

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

12 unchanged sentences

As of December 31, 2024 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.

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.

of December 31, 2024 this loan has been repaid.

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

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,

2024 this loan has been repaid.

On June 12, 2023, Amro Albanna,

On 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 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.

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.

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.

On 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

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

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 Note”).

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

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

3 unchanged sentences

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.

Review, Approval and Ratification of Related

Party Transactions

Given 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.

We intend to 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 thereof.

On a moving forward

basis, our Directors will continue to approve any related party transaction.

Principal Accounting Fees and

dbbmckennon acted as the Company’s independent

registered public accounting firm for the years ended December 31, 2024 and 2023 and for the interim periods in such fiscal years.

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, 2024 and 2023.

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

Other Fees (c)

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 planning.

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

Exhibits, Financial Statement Schedules.

following documents are filed as part of this report:

(1) Financial

of Independent Registered Public Accounting Firm

The following documents are filed as part of this report:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

2 unchanged sentences

Consolidated Statements of Cash Flows

to Consolidated Financial Statements

(2) Financial

Statement Schedules:

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.

Notes to Consolidated Financial Statements

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.

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.

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)

dated as of April 1, 2024 (incorporated

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

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

and Adivir, Inc.

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

Second Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc.

and Adivir, Inc.

dated as of July 1, 2024(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 22, 2024)

Third Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc.

and Adivir, Inc.

dated as of August 20, 2024(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 21, 2024)

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

13 unchanged sentences

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)

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

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

Certificate of Amendment to Certificate of Incorporation filed and effective with the Delaware Secretary of State on August 8, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 8, 2024)

Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024)

Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 12, 2025)

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)

3 unchanged sentences

Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021)

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

Form of Amendment to Common Stock Purchase Warrants (July 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2024)

Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024)

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

Form of Pre-Funded Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024)

Form of Placement Agent Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024)

Form of Promissory Note issued to Sekris Biomedical, Inc.

174 unchanged sentences

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)

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)

Reinstatement and Fourth Amendment to the Merger Agreement dated May 2, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on May 3, 2024)

Common Stock Purchase Agreement dated as of May 2, 2024 by and among Aditxt, Inc.

and the Investor (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 7, 2024)

Registration Rights Agreement dated as of May 2, 2024 by and between the Investor and Aditxt, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 7, 2024)

Form of Securities Purchase Agreement dated as of May 2, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 8, 2024)

Form of Registration Rights Agreement dated as of May 2, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 8, 2024)

Unsecured Promissory Note dated May 9, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 13, 2024)

Form of Senior Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 22, 2024)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 28, 2024)

Form of Senior Note (May 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 28, 2024)

Unsecured Promissory Note dated June 20, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 25, 2024)

Form of Securities Purchase Agreement (July 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2024)

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

Amended and Restated Agreement and Plan of Merger among Aditxt, Inc., Adifem, Inc.

f/k/a Adicure, Inc.

and Evofem Biosciences, Inc.

dated as of July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024)

Waiver Agreement by and between Evofem Biosciences, Inc., Aditxt, Inc.

and Adifem, Inc.

dated July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024)

Form of Senior Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024)

Securities Purchase Agreement by and among Evofem Biosciences, Inc.

and Aditxt, Inc.

dated July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024)

Registration Rights Agreement by and among Evofem Biosciences, Inc.

and Aditxt, Inc.

dated July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024)

Exchange Agreement dated August 7, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 8, 2024)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024)

Form of Lock-Up Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)

Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)

Amendment No.

1 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on August 19, 2024)

Form of Waiver to Senior Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 28, 2024)

Form of Letter Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 28, 2024)

Amendment No.

2 to Amended and Restated Agreement and Plan of Merger dated as of September 6, 2024, by and among Aditxt, Inc., Adifem, Inc.

and Evofem Biosciences, Inc.

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

Form of Senior Note (September 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024)

Form of Securities Purchase Agreement (September 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024)

Form of Registration Rights Agreement (September 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024)

Market Development and Collaboration Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024)

Amendment No.

3 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024)

Form of Securities Purchase Agreement (Oct 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024)

Form of Registration Rights Agreement (Oct 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024)

Form of Securities Purchase Agreement (Oct 28, 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 30, 2024)

Form of Registration Rights Agreement (Oct 28, 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 30, 2024)

Amendment No.

4 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 19, 2024)

Settlement Agreement dated March 5, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2025)

Form of Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2025)

Amendment No.

5 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 24, 2025)

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

Clawback Policy

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 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on April 16, 2024)

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized on this 16 th day of April 2024.