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Item 1. Business

2026-03-31 compared with 2025-03-31 · 528 added, 444 removed, 17 unchanged (98% of the section changed)

Overview and Mission

We believe the world needs—and

deserves—a new approach to innovating that harnesses the power of large groups of stakeholders who work together to ensure that

the most promising innovations make it into the hands of people who need them most.

We were incorporated in the

State of Delaware on September 28, 2017, and our headquarters are in Mountain View, California.

The company was founded with a mission

of bringing stakeholders together, to transform promising innovations into products and services that could address some of the most challenging

The socialization of innovation through engaging stakeholders in every aspect of it, is key to transforming more innovations, more

rapidly, and more efficiently.

At inception, the first innovation

we took on was an immune modulation technology titled ADI/Adimune with a focus on prolonging life and enhancing life quality of patients

that have undergone organ transplants.

Since then, we expanded our portfolio of innovations, and we continue to evaluate a variety of

promising health innovations.

Aditxt is not about a single

idea or a single molecule.

We believe that it is about making sure the right innovation is made possible.

Our business model has three

main components as follows:

Securing an Innovation:

Our process begins with identifying and securing innovations through licensing or acquisition of an innovation asset.

Assets come from a variety of sources including research institutions, government agencies, and private organizations.

Growing an Innovation:

Once an innovation is secured, we surround it with activation resources that take a systemized approach to bringing that idea to life.

Our activation resources include innovation, operations, commercialization, finance, content and engagement, personnel, and administration.

Monetizing an Innovation:

Our goal is for each innovation to become commercial-stage and financially and operationally self-sustainable, to create shareholder value.

We engage various stakeholders

for each of our programs on every level.

This includes identifying researchers and research institution partners, such as Stanford University;

leading health institutions to get critical trials underway, such as Mayo Clinic;

manufacturing partners who enable us to take innovations

from preclinical to clinical;

municipalities and governments, such as the city of Richmond and the state of Virginia and public health

agencies who work with us to launch our program, Pearsanta’s laboratory;

and thousands of shareholders around the globe.

to enable promising innovation to become purposeful products that have the power to change lives.

Our Value Proposition

We believe that far too often,

promising treatment or technology does not reach commercialization due to lack of expertise, key resources, or efficiency.

potentially life-changing and lifesaving treatments are not available to the individuals who so desperately need them.

Aditxt seeks to bring the holistic

concept of an efficient, socialized ecosystem for advancing and accelerating innovations.

We seek to license or acquire promising

We will then form and build out a subsidiary around each innovation and support the subsidiaries through innovation, operation,

commercialization, content and engagement, finance, personnel, and administration to thrive and grow as a successful, monetizable business.

Since our inception, we have

built infrastructure consisting of innovation, operation, commercialization, content and engagement, finance, personnel, and administration,

to support the rapid transformation of untapped innovations.

Each of the main components of our infrastructure has established global

access to partnerships with industry leaders, top-rated research and medical institutions, universities, manufacturing and distribution

companies, and critical infrastructure such as CLIA-certified state-of-the art labs and manufacturing.

The Shifting Landscape of Innovation

in general, and health innovations specifically, require significant resources.

The convergence of biotech, high-tech, and media offers

new possibilities of accelerating breakthrough innovations faster and more efficiently.

This approach reflects our mission of “Making

Promising Innovations Possible, Together”.

We believe that people deserve

innovative solutions, which have never been more within reach.

We believe the best idea, best product and the best solution will come

from creating an ecosystem where all stakeholders, such as vendors, customers, municipalities, and shareholders contribute.

When we disrupt

the way we’re innovating, through our collaborative model, we believe we can move faster and more efficiently to activate viable

solutions that have the potential to make a measurable impact.

Our Growth Strategy

We believe that the era of

precision and personalized medicine is here and that people around the globe would benefit from health diagnostics and treatments that

more accurately pinpoint the problems and more precisely treat the condition.

In addition to our current programs, Adimune and Pearsanta,

we look to bring in future health innovations in the areas of software and AI, medical devices, therapeutics, and other technologies that

take a fundamentally different approach to health because they prioritize personalized precision medicine, timely disease root cause analysis,

and targeted treatments.

Year over year, we plan to

continue building our infrastructure and securing more personalized and precision health innovations that align with our mission.

opportunities may come in different forms such as IP, an early-stage company, or a late-stage company.

We will continue to scale our systemized

approach to the innovation process, making large-scale automation and enterprise systems available to our portfolio companies at every

stage of their growth.

Specifically, certain subsidiaries will need to grow through further M&A activities, operational infrastructure

implementation, and development or acquisition of critical technologies.

Aditxt is led by an entrepreneurial

team with passion for transforming promising innovations into successful businesses.

Our leadership come from a variety of different industries,

with collective expertise in founding startup innovation companies, developing and marketing biopharmaceutical and diagnostic products,

designing clinical trials, manufacturing, and management of private and public companies.

We have deep experience in identifying and accessing

promising health innovations and developing them into products and services with the ability to scale.

We understand the capital markets,

both public and private, as well as M&A and facilitating complex IPOs.

The following are profiles

of three subsidiaries we have formed, including the terms of the intellectual property licenses that have been sublicensed from Aditxt

to help build each of the businesses.

THE ADITXT PROGRAMS

We are a commercial-stage company

with a mission of bringing stakeholders together, to transform promising innovations into products and services that could address some

of the most challenging needs .

Our current focus spans five critical areas:

immune health, precision health, population health,

women’s health, and neurologic health.

We are developing a robust portfolio and pipeline of products at various stages of development

and also regularly seek to acquire complementary assets and products through acquisitions and other strategic transactions.

below is a summary of our current programs.

Immune Health

Type 1 diabetes

Immune Health

Stiff-persons syndrome

Immune Health

Skin allografting

Precision Health

AditxtScore Ab

Precision Health

AditxtScore NAb

Precision Health

Endometriosis

Precision Health

Flu A/B, COVID

Precision Health

AditxtScore T1D

Type 1 diabetes

Precision Health

AditxtScore CNS

Brain Scientific

NeuroCap/NeuroEEG

Epilepsy/TBI/Dementia

ADIMUNE, INC.

Formed in January 2023, Adimune™,

believe the world needs—and deserves—a new approach to innovation that harnesses the power of large groups of stakeholders

who work together to ensure that the most promising innovations reach people who need them most.

were incorporated in the State of Delaware on September 28, 2017, and our headquarters are in Mountain View, California.

was founded with a mission of redefining how health innovations are discovered, developed, and deployed—transforming a highly centralized

industry into a socially owned and guided ecosystem to advance human well-being.

The socialization of innovation through engaging stakeholders

in every aspect of it, is key to transforming more innovations, more rapidly, and more efficiently.

inception, the first innovation we took on was an immune modulation technology titled ADI/Adimune with a focus on prolonging life and

enhancing life quality of patients that have undergone organ transplants.

Since then, we expanded our portfolio of innovations and subsidiaries,

and we continue to evaluate a variety of promising health innovations.

in January 2023, Adimune™, Inc.

(“Adimune”) is focused on leading our immune modulation therapeutic programs.

Adimune’s proprietary immune modulation

product Apoptotic DNA Immunotherapy™ (ADI™) utilizes a novel approach that mimics the way our bodies naturally induce tolerance

to our own tissues.

proprietary immune modulation product, Apoptotic DNA Immunotherapy™ (ADI™), utilizes a novel approach that mimics the way

our bodies naturally induce tolerance to our own tissues.

It includes two DNA molecules designed to deliver signals to induce tolerance.

ADI-100, the first product candidate

based on the ADI platform, is designed to tolerize against an antigen known as glutamic acid decarboxylase (“GAD”), which

is implicated in type-1 diabetes, psoriasis, and in many autoimmune diseases of the CNS and has been successfully tested in several preclinical

models (e.g., skin grafting, psoriasis, type 1 diabetes, multiple sclerosis).

All preclinical studies ADI-100

have been completed providing several data points supporting the potential effectiveness of ADI-100 in restoring durable tolerance over

the 10-month duration of the T1D studies both in prevention and treatment study designs.

Preclinical safety and toxicology studies have

shown absence of drug toxicity, no antibody formation to the drug product, and a lack of persistence in all organs evaluated.

Adimune has demonstrated in three separate preclinical studies that ADI-100 does not impair the responsiveness of the immune system to

combat infection, cancer, or the tumor fighting capabilities of checkpoint inhibitors.

Good Manufacturing Process

(GMP) clinical-grade drug substances have been successfully manufactured by a qualified contract manufacturer.

The clinical grade drug

substances are now being prepared for shipment to another contract manufacturer to be formulated into the final drug product in preparation

for stability testing and use in the clinical trials pending required regulatory submissions.

Lastly, two remaining drug product release

assays specifically designed for ADI-100 are in the final stages of validation to be used once the final drug product is ready.

Preclinical and manufacturing

data, including the clinical-grade drug substance, are essential components of the complete dossier that we intend to submit to the regulatory

agencies, which evaluate the safety and quality of the final drug product to be administered in the clinical trials.

Adimune has had pre-submission

meetings with the regulatory agency in Germany and has completed the additional studies requested.

For the clinical trials that

are planned in Germany, Adimune has engaged with a Contract Research Organization (CRO) to manage the process, including site selection

for clinical studies planned in psoriasis and type 1 diabetes.

In parallel, Adimune is working with the Mayo Clinic to prepare the IND

package for FDA submission and is awaiting a pre-IND meeting expected in the second quarter of this year to review the package before

full submission.

In May 2023, Adimune entered into a clinical trial agreement with Mayo Clinic to advance clinical studies targeting autoimmune

diseases of the central nervous system (“CNS”) with the initial focus on the rare, but debilitating, autoimmune disease Stiff

Person Syndrome (“SPS”).

According to the National Organization of Rare Diseases, the exact incidence and prevalence of SPS

however, one estimate places the incidence at approximately one in one million individuals in the general population.

approval by the International Review Board and U.S.

Food and Drug Administration, a human trial for SPS is expected get underway in 2025

with enrollment of 10-20 patients, some of whom may also have type 1 diabetes.

ADI-100 will initially be tested for safety and efficacy.

discovery of immunosuppressive (anti-rejection and monoclonal) drugs over 40 years ago has made possible life-saving organ transplantation

procedures and blocking of unwanted immune responses in autoimmune diseases.

However, immune suppression leads to significant undesirable

side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately and broadly suppresses

immune function throughout the body.

While the use of these drugs has been justifiable because they prevent or delay organ rejection,

their use for treatment of autoimmune diseases and allergies may not be acceptable because of the aforementioned side effects.

often transplanted organs ultimately fail despite the use of immune suppression, and about 40% of transplanted organs survive no more

than five years.

Aditxt, Adimune has the right of use to the exclusive worldwide license for commercializing ADI nucleic acid-based technology (which is

currently at the pre-clinical stage) from Loma Linda University.

ADI uses a novel approach that mimics the way the body naturally induces

tolerance to our own tissues (“therapeutically induced immune tolerance”).

While immune suppression requires continuous administration

to prevent rejection of a transplanted organ, induction of tolerance has the potential to retrain the immune system to accept the organ

for longer periods of time.

ADI may allow patients to live with transplanted organs with significantly reduced immune suppression.

is a technology platform which we believe can be engineered to address a wide variety of indications.

ADI-100, the first product candidate based on the ADI platform, is designed to tolerize against an antigen known as glutamic acid decarboxylase

(“GAD”), which is implicated in type-1 diabetes (T1D), psoriasis, and in many autoimmune diseases of the CNS and has been

successfully tested in several preclinical models (e.g., skin grafting, psoriasis, and T1D).

preclinical studies for ADI-100 have been completed providing several data points supporting the potential effectiveness of ADI-100 in

restoring durable tolerance as illustrated in 10-month studies in prevention and treatment of T1D in nonclinical animal models.

safety and toxicology studies have shown absence of drug toxicity, no antibody formation to the drug product, and a lack of persistence

in all organs evaluated except the skin (at the injection site).

Furthermore, Adimune has demonstrated in three separate preclinical

studies that ADI-100 does not impair the responsiveness of the immune system to combat infection, cancer, or the tumor fighting capabilities

of checkpoint inhibitors.

Manufacturing Practices (GMP) clinical-grade drug substances have been successfully manufactured by a qualified contract manufacturer.

The clinical grade drug substances are now being prepared for shipment to another contract manufacturer to be formulated into the final

drug product in preparation for stability testing and use in the clinical trials pending required regulatory submissions.

remaining drug product release stability assay specifically designed for ADI-100 is in the final stages of qualification to be used once

the final drug product is ready.

and manufacturing data, including the clinical-grade drug substance, are essential components of the complete dossier that we intend

to submit to the regulatory agencies, which evaluate the safety and quality of the final drug product to be administered in the clinical

Adimune has had pre-submission meetings with the regulatory agency in Germany and has completed the additional studies requested.

the clinical trials that are planned in Germany, Adimune has engaged with a Contract Research Organization (CRO) to manage the process,

including site selection for clinical studies planned in psoriasis and T1D.

In parallel, Adimune is working with the Mayo Clinic to prepare

the IND package for FDA submission and is awaiting a pre-IND meeting expected in the second quarter of this year to review the package

before full submission.

In May 2023, Adimune entered into a clinical trial agreement with the Mayo Clinic to advance clinical studies

targeting autoimmune diseases of the central nervous system (“CNS”) with the initial focus on the rare, but debilitating,

autoimmune disease Stiff Person Syndrome (“SPS”).

According to the National Organization of Rare Diseases, the exact incidence

and prevalence of SPS is unknown;

however, one estimate places the incidence at approximately one in one million individuals in the general

Pending approval by the International Review Board and U.S.

Food and Drug Administration, a human trial for SPS is expected

to get underway in 2026 with enrollment of 10-20 patients, some of whom may also have T1D.

In these studies, the primary readouts for

ADI-100 will be safety and tolerability as well as clinical and immunological signals of tolerance induction.

discovery of immunosuppressive (anti-rejection and monoclonal antibodies) drugs over the past 40 years has made possible life-saving

organ transplantation procedures and blocking of unwanted immune responses in autoimmune diseases.

However, immune suppression leads

to significant undesirable side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately

and broadly suppresses immune function throughout the body.

While the use of these drugs has been justifiable because they prevent or

delay organ rejection, their use for treatment of autoimmune diseases and allergies may not be widely acceptable because of the aforementioned

side effects.

Furthermore, often transplanted organs ultimately fail despite the use of immune suppression, and about 40% of transplanted

organs survive no more than five years.

Aditxt, Adimune has the right to the exclusive worldwide license for commercializing ADI nucleic acid-based technology from Loma Linda

ADI has been designed to use a novel approach that mimics the way the body naturally induces tolerance to our own tissues

(“therapeutically induced immune tolerance”).

While immune suppression requires continuous administration to prevent rejection

of a transplanted organ, induction of tolerance has the potential to retrain the immune system to accept the organ for longer periods

ADI may potentially allow patients to live with transplanted organs with significantly reduced need for immune suppression.

ADI is a technology platform which we believe can be engineered to address a wide variety of indications.

is a nucleic acid-based technology ( e.g.

, DNA-based), which we believe selectively suppresses only those immune cells involved

in attacking or rejecting self and transplanted tissues and organs.

It does so by tapping into the body’s natural process of cell

turnover (i.e., apoptosis) to retrain the immune system to stop unwanted attacks on self or transplanted tissues.

Apoptosis is a natural

process used by the body to clear dying cells and to allow recognition and tolerance to self-tissues.

ADI triggers this process by enabling

the cells of the immune system to recognize the targeted tissues as “self.” Conceptually, it is designed to retrain the immune

system to accept the tissues, similar to how natural apoptosis reminds our immune system to be tolerant to our own “self”

While various groups have promoted tolerance through

cell therapies and ex vivo manipulation of patient cells (i.e., takes place outside the body), to our knowledge, we will

be unique in our approach of using in-body induction of apoptosis to promote tolerance to specific tissues.

In addition, ADI treatment

itself will not require additional hospitalization but only an injection of minute amounts of the therapeutic drug into the skin.

in attacking (in autoimmune diseases) or rejecting self (in transplanted tissues and organs).

It does so by tapping into the body’s

natural process of cell turnover (i.e., apoptosis) to retrain the immune system to stop unwanted attacks on self or transplanted tissues.

Apoptosis is a natural process used by the body to clear dying cells and to allow recognition and tolerance to self-tissues.

this process by enabling the cells of the immune system to recognize the targeted tissues as “self.” Conceptually, it is

designed to retrain the immune system to accept the tissues, similar to how natural apoptosis reminds our immune system to be tolerant

to our own “self” tissues.

various groups have promoted tolerance through cell therapies and ex vivo manipulation of patient cells (i.e., conducted

outside the body), to our knowledge, we will be unique in our approach of using in-body induction of apoptosis to promote tolerance to

specific tissues.

In addition, ADI treatment itself will not require additional hospitalization but only an injection of minute

amounts of the therapeutic drug into the skin.

preclinical studies have demonstrated that ADI treatment significantly and substantially prolongs graft survival, in addition to successfully

“reversing” other established immune-mediated inflammatory processes.

License Agreement with Loma Linda University (“LLU”)

On March 15, 2018, we entered

into a License Agreement with LLU, which was subsequently amended on July 1, 2020.

Pursuant to the LLU License Agreement, we obtained

the exclusive royalty-bearing worldwide license to all intellectual property, including patents, technical information, trade secrets,

proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates

(the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases (the Adi™

In consideration for the LLU License Agreement, we issued 1 shares of Common Stock to LLU.

License Agreement

with Loma Linda University (“LLU”)

March 15, 2018, we entered into a License Agreement with LLU, which was subsequently amended on July 1, 2020.

Pursuant to the LLU License

Agreement, we obtained the exclusive royalty-bearing worldwide license to all intellectual property, including patents, technical information,

trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or

any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases

(the ADI™ technology).

In consideration of the LLU License Agreement, we issued 1 share of common stock to LLU.

PEARSANTA, INC.

Formed in January 2023, our

majority owned subsidiary Pearsanta™, Inc.

(“Pearsanta”) seeks to take personalized medicine to a new level by delivering

“Health by the Numbers.” On November 22, 2023, Pearsanta entered into an assignment agreement with FirstVitals LLC, an entity

controlled by Pearsanta’s CEO, Ernie Lee (“FirstVitals”), pursuant to which FirstVitals assigned its rights in certain

intellectual property and website domain to Pearsanta in consideration of the issuance of 8,334 shares of Pearsanta common stock to FirstVitals.

On December 18, 2023, the board of directors of Pearsanta adopted the Pearsanta 2023 Omnibus Equity Incentive Plan (the “Pearsanta

Omnibus Incentive Plan”), pursuant to which it reserved 15 million shares of common stock of Pearsanta for future issuance under

the Pearsanta Omnibus Incentive Plan and the Pearsanta 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent

Service Provider Plan”) and approved the issuance of 9.32 million options, exercisable into shares of Pearsanta common stock under

the Pearsanta Parent Service Provider Plan and the issuance of 4.0 million options, exercisable into shares of Pearsanta common stock,

subject to vesting, and 1.0 million restricted common stock shares under the Pearsanta Omnibus Incentive Plan.

On January 4, 2024, Pearsanta

completed its acquisition of certain assets of MDNA Life Sciences Inc., pursuant to which Pearsanta acquired the Mitomic® Technology

platform, patents, and intellectual property in consideration of 5 shares of the Company’s Common Stock, Warrants to purchase 5 shares

of the Company’s Common Stock, and 5,000 shares of the Pearsanta Series A Convertible Preferred Stock.

On January 13,

2025, the Company announced that its Board of Directors authorized management to explore taking Pearsanta public via a proposed initial

public offering in 2025.

On March 21, 2025, Pearsanta

acquired certain patents related to the detection of DNA adducts for detection of changes to the DNA that may lead to potentially disease-causing

mutations, in consideration of 200 shares of Pearsanta Series B Preferred Stock.

We believe that the best approach

may be its early detection.

Pearsanta is pioneering the development of molecular tests based on the mitochondrial genome to develop tests

for early detection of cancer.

Though further technical development and clinical validation is required to determine efficacy in multiple

diseases and disease states, our management believes that the unique structural and functional characteristics of mitochondrial DNA (mtDNA),

and more specifically mutated mtDNA, make mtDNA a biological system for biomarker identification, early disease detection, monitoring,

risk assessment, and therapeutic targeting.

Pearsanta acquired the assets

of MDNA Life Sciences Inc.

best approach for addressing cancer may be its early detection.

Pearsanta is pioneering the development of molecular tests based on the

mitochondrial DNA (mtDNA) to develop tests for early detection of cancer.

Though further technical development and clinical validation

is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional

characteristics of mtDNA, and more specifically mutated mtDNA, render it a biological system suitable for biomarker identification, early

disease detection, monitoring, risk assessment, and therapeutic targeting.

acquired the assets of MDNA Life Sciences, Inc.

on January 4, 2024.

Through the acquisition of these assets, and in particular the Mitomic Technology platform,

patents, and intellectual property, our management believes that the Pearsanta is well positioned for research and discovery of mitochondrial

DNA based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mitochondrial

DNA based biomarkers for a wide spectrum of human diseases.

Pearsanta is continuing to

leverage this technology to discover mitochondrial DNA based biomarkers.

Through the acquisition of these assets, and in particular the Mitomic ®

Technology platform, patents, and intellectual property, our management believes that Pearsanta is well positioned for research and discovery

of mtDNA-based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mtDNA-based

biomarkers for a wide spectrum of human diseases.

is continuing to leverage this technology to discover mtDNA-based biomarkers.

Though Pearsanta has no commercially available FDA or foreign

regulator approved products, Pearsanta has two product candidates in develop and hopes to enter the cancer screening market with these

two product candidates, and if proven successful continue to discover mitochondrial DNA based biomarkers and develop a pipeline of disease

screening and diagnostics tests.

The current in-development products include a potential product for prostate cancer diagnosis and a potential

product for the detection of endometriosis.

Pearsanta has also discovered mitochondrial DNA based biomarkers, which it believes are associated

with ovarian cancer and lung cancer;

and Pearsanta intends to pursue the biomarker identification phase of development for pancreatic,

liver, breast, stomach, esophageal, and colorectal cancers.

Licensed Technologies – AditxtScore TM

issued Pearsanta an exclusive worldwide sub-license for commercializing the AditxtScore™ technology which provides a personalized

comprehensive profile of the immune system.

AditxtScore is intended to detect individual immune responses to viruses, bacteria, peptides,

drugs, supplements, bone marrow and solid organ transplants, and cancer.

It has broad applicability to many other agents of clinical interest

impacting the immune system, including those not yet identified such as emerging infectious agents.

AditxtScore is being developed

to enable individuals and their healthcare providers to understand, manage and monitor their immune profiles and to stay informed about

attacks on or by their immune system.

We believe AditxtScore can also assist the medical community and individuals by being able to anticipate

the immune system’s potential response to viruses, bacteria, allergens, and foreign tissues such as transplanted organs.

This technology

may be able to serve as a warning signal, thereby allowing for more time to respond appropriately.

Its advantages include the ability

to provide simple, rapid, accurate, high throughput assays that can be multiplexed to determine the immune status with respect to several

factors simultaneously, in approximately 3-16 hours.

In addition, it can determine and differentiate between distinct types of cellular

and humoral immune responses (e.g., T and B cells and other cell types).

It also provides for simultaneous monitoring of cell activation

and levels of cytokine release (i.e., cytokine storms).

collaboration with its partners, the platforms underlying AditxtScore are being further evaluated for evaluating the immune status of

individuals including those with hypersensitivity to certain antigens (e.g., patients with autoimmunity).

These tests may become tools

that can monitor dynamic changes after administration of immunotherapies designed to tolerize to these target antigens.

sophistication of the AditxtScore technology includes the following:

regulatory approved products, Pearsanta has two product candidates in development and hopes to enter the cancer screening market with

these two product candidates, and if proven successful continue to discover additional mtDNA-based biomarkers and develop a pipeline

of disease screening and diagnostics tests.

The current in-development products include a potential product for prostate cancer diagnosis

and a potential product for the detection of endometriosis.

Pearsanta has also discovered mtDNA-based biomarkers, which it believes are

associated with ovarian cancer and lung cancer;

and Pearsanta intends to pursue the biomarker identification phase of development for

pancreatic, liver, breast, stomach, esophageal, and colorectal cancers.

Licensed Technologies

– AditxtScore TM

issued Pearsanta an exclusive worldwide sub-license (the “Exclusive Worldwide Sublicense Agreement”) for commercializing

the AditxtScore™ technology which provides a personalized comprehensive profile of the immune system.

AditxtScore is intended to

detect individual immune responses to viruses, bacteria, peptides, drugs, supplements, bone marrow and solid organ transplants, and cancer.

It has broad applicability to many other agents of clinical interest impacting the immune system, including those not yet identified

such as emerging infectious agents.

On September 23, 2025, the Company and Pearsanta entered in a Mutual Termination Agreement (the “Exclusive

Worldwide Sublicense Termination Agreement”) to terminate the Exclusive Worldwide Sublicense Agreement.

As provided in the Exclusive

Worldwide Sublicense Termination Agreement, the Exclusive Worldwide Sublicense Agreement has been terminated in its entirety and all

rights and obligations of the parties under the Exclusive Worldwide Sublicense Agreement have ceased.

A non-exclusive licensing agreement

has been granted by Aditxt to Pearsanta as of December 30, 2025 for the use of the technology for evaluating levels of antibodies and

neutralizing antibodies to SARS-CoV-2, which are currently available in use by the CLIA/CAP facility in Richmond, VA.

advantages of the AditxtScore technology include the following:

greater sensitivity/specificity.

20-fold higher dynamic range, greatly reducing signal to noise compared to conventional assays.

ability to customize assays and multiplex a large number of analytes with speed and efficiency.

ability to test for cellular immune responses (i.e., T and B cells and cytokines).

20-fold higher dynamic

range, greatly reducing signal to noise compared to conventional assays.

ability to customize assays

and multiplex a large number of analytes with speed and efficiency.

ability to test for cellular

immune responses (i.e., T and B cells and cytokines).

proprietary reporting algorithm.

License Agreement with Leland Stanford Junior University (“Stanford”)

On February 3, 2020, we entered

into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford with regard to a patent concerning

a method for detection and measurement of specific cellular responses.

Pursuant to the February 2020 License Agreement, we received an

exclusive worldwide license to Stanford’s patent with regard to use, import, offer, and sale of Licensed Products (as defined in

the agreement).

The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective date

of the agreement, and ending when the patent expires.

Under the exclusivity agreement, we acknowledged that Stanford had already granted

a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory

(as those terms are defined in the “February 2020 License Agreement”).

However, Stanford agreed not to grant further licenses

under the Licensed Patents in the Licensed Field of Use in the Licensed Territory.

On December 29, 2021, we entered into an amendment

to the February 2020 License Agreement which extended our exclusive right to license the technology deployed in AditxtScore TM and

securing worldwide exclusivity in all fields of use of the licensed technology.

Acquired Technologies – Mitomic®

Technology Platform

In January 2024 Pearsanta acquired

the assets comprising our Mitomic® Technology platform from MDNA Life Sciences Inc.

This platform seeks to harness the unique properties

of mitochondrial DNA (“mtDNA”) to detect disease through non-invasive, blood-based liquid biopsies.

License Agreement

with Leland Stanford Junior University (“Stanford”)

February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford with

regard to a patent concerning a method for detection and measurement of specific cellular responses.

Pursuant to the February 2020 License

Agreement, we received an exclusive worldwide license to Stanford’s patent with regard to use, import, offer, and sale of Licensed

Products (as defined in the agreement).

The license to the patented FlowSpot technology is exclusive, including the right to sublicense,

beginning on the effective date of the agreement, and ending when the patent expires.

Under the exclusivity agreement, we acknowledged

that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed

Field of Use in the Licensed Territory (as those terms are defined in the “February 2020 License Agreement”).

However, Stanford

agreed not to grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory.

On December 29,

2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology

and securing worldwide exclusivity in all fields of use of the licensed technology.

and FlowSpot have been designed to enable individuals and their healthcare providers to understand, manage and monitor their immune profiles

and to stay informed about attacks on or by their immune system.

We believe these platforms can also assist the medical community and

individuals in anticipating the immune system’s potential response to viruses, bacteria, allergens, and foreign tissues such as

transplanted organs.

These technologies may be able to serve as tools allowing for more time to respond appropriately.

Their advantages

include the ability to provide simple, rapid, accurate, high throughput assays that can be multiplexed to determine immune status with

respect to several factors simultaneously, in approximately 3-16 hours.

In addition, they can determine and differentiate between distinct

types of cellular and humoral immune responses (e.g., T and B cells and other cell types).

The FlowSpot technology can also provide simultaneous

monitoring of cell activation and levels of cytokine release (i.e., cytokine storms).

collaboration with its partners, the platforms underlying AditxtScore and FlowSpot are being further evaluated for evaluating the immune

status of individuals including those with hypersensitivity to certain antigens (e.g., patients with autoimmunity).

These tests may become

tools that can monitor dynamic changes after administration of immunotherapies designed to tolerize to these target antigens.

– Mitomic ® Technology Platform

January 2024, Pearsanta acquired the assets comprising our Mitomic ® Technology platform from MDNA Life Sciences Inc.

platform seeks to harness the unique properties of mitochondrial DNA (“mtDNA”) to detect disease through non-invasive, blood-based

liquid biopsies.

Though further technical development and clinical validation is required to determine efficacy in multiple diseases

and disease states, our management believes that the unique structural and functional characteristics of mtDNA, and more specifically

mutated mtDNA, make mtDNA a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment,

and therapeutic targeting.

plans to license distribution rights through various agreements with U.S.-based and international business partners to commercialize

our Mitomic ® Technology, should Mitomic ® tests be successfully developed and successfully approved by the

FDA, or a foreign regulator or other relevant regulatory agency.

We believe our biomarker portfolio covers many high-clinical need cancers,

with potential applications outside oncology.

leases a state-of-the-art facility located in Richmond VA, that is a high-complexity, CLIA-certified, CAP-accredited and NYS CLEP-approved

laboratory equipped to accommodate rapid development and rollout of innovative laboratory tests for the clinical market.

Our laboratory

facility is optimized for contamination prevention including dedicated workspaces for key functions;

advanced molecular biology capabilities

including digital PCR, real-time PCR, automated electrophoresis with scale-up capacity and redundancy;

and automated and semi-automated

(robotic) processes for DNA/RNA isolation and liquid handling to achieve efficient and standardized workflows.

Our Mitomic ®

Products and Product Candidates

Mitomic ® Technology targets mutations in mtDNA to detect disease.

Every human cell is home to multiple

copies of mtDNA, some of which become mutated beyond repair when cells are stressed by diseases such as cancer.

Though further technical

development and clinical validation is required to determine efficacy in multiple diseases and disease states, our management believes

that the unique structural and functional characteristics of mtDNA, and more specifically mutated mtDNA, make mtDNA a biological system

for biomarker identification, early disease detection, monitoring, risk assessment, and therapeutic targeting.

Pearsanta plans to license

distribution rights through various agreements with U.S.-based and international business partners to commercialize our Mitomic® Technology,

should Mitomic® tests be successfully developed and successfully approved by the FDA or a foreign regulator.

We believe our biomarker

portfolio covers many high-clinical need cancers, with potential applications outside oncology.

Aditxt leases and operates

a state-of-the-art facility located in Richmond VA, that is a high-complexity, CLIA-certified, and CAP-accredited laboratory equipped

to accommodate rapid development and rollout of innovative laboratory tests for the clinical market.

Our laboratory facility is optimized

for contamination prevention including dedicated workspaces for key functions;

advanced molecular biology capabilities including digital

PCR, real-time PCR, automated electrophoresis with scale-up capacity and redundancy;

and automated and semi-automated (robotic) processes

for DNA/RNA isolation and liquid handling to achieve efficient and standardized workflows.

Our Mitomic® Products and Product Candidates

The Mitomic® Technology

targets mutations in mitochondrial DNA to detect disease.

Every human cell is home to multiple copies of mitochondrial DNA, some of which

become mutated beyond repair when cells are stressed by diseases such as cancer.

Though further technical development and clinical validation

is required to determine efficacy, Mitomic® tests are being designed to detect this mutated DNA, which can accumulate from the very

early stages of a disease.

If the development of Mitomic® tests is successful and if Mitomic® tests can achieve their still unproven

objective of early disease detection, our Mitomic® Technology presents an opportunity to detect disease before it presents clinically.

The Mitomic® Technology

platform is designed to identify biomarker targets, develop robust assays, discover new biomarkers, and develop new products.

The biomarker

identification program is based on the identification of a new class of molecules generated through a process associated with mitochondria.

The Mitomic® Technology platform has already discovered biomarkers which are believed to be associated with cancer and has generated

an “in-silico” database, which is an experiment that generates thousands of potential biomarkers, developed through computer

software and simulation.

To date, the Mitomic® Technology

biomarker discoveries have identified numerous biomarker targets from the in-silico database and we plan to use these biomarker targets

in its various assay development programs.

Mitomic® Prostate Test

(MPT™) is currently in development and is being designed as a blood-based assay that quantifies the level of the 3.4kb mitochondrial

DNA deletion.

Published analytical data for the 3.4kb mitochondrial DNA deletion associated with prostate cancer, suggests the 3.4kb mitochondrial

DNA deletion may be able to identify clinically significant prostate cancer for men in the prostate-specific antigen (PSA) grey zone (PSA

< 10ng/ml) and if proven through ongoing clinical study, the 3.4kb mitochondrial DNA deletion may be able to aid in the decision to

development and clinical validation is required to determine utility, Mitomic ® tests are being designed to detect this

mutated DNA, which can accumulate from the very early stages of a disease.

If the development of Mitomic ® tests is successful

and if Mitomic ® tests can achieve their still unproven objective of early disease detection, our Mitomic ®

Technology presents an opportunity to detect disease before it presents clinically.

Mitomic ® Technology platform is designed to identify biomarker targets, develop robust assays, discover new biomarkers,

and develop new products.

The biomarker identification program is based on the identification of a new class of molecules generated through

a process associated with mitochondria.

The Mitomic ® Technology platform has already discovered biomarkers which are believed

to be associated with cancer and has generated an “in-silico” database, which is an experiment that generates thousands of

potential biomarkers, developed through computer software and simulation.

date, the Mitomic ® Technology biomarker discoveries have identified numerous biomarker targets from the in-silico database,

and we plan to use these biomarker targets in our various assay development programs.

Prostate Test (MPT™) is currently in development and is being designed as a blood-based assay that quantifies the level

of the 3.4kb mtDNA deletion.

Published analytical data for the 3.4kb mtDNA deletion associated with prostate cancer, suggests the 3.4kb

mtDNA deletion may be able to identify clinically significant prostate cancer for men in the prostate-specific antigen (PSA) grey zone

(PSA < 10ng/ml) and if proven through ongoing clinical study, the 3.4kb mtDNA deletion may be able to aid in the decision to biopsy.

Some of the significant clinical challenges that have not been met for prostate cancer are that up to 50% of men will be ‘over’

diagnosed with cancer that never harms them 1 and the risks associated with treatment of low-grade cancers (≤ Gleason 6)

appear to outweigh the benefits –e.g.

diagnosed with cancer that never harms them and the risks associated with treatment of low-grade cancers (≤ Gleason 6) appear

to outweigh the benefits –e.g.

urinary incontinence, erectile dysfunction.

1 NIH National Cancer Institute reports

this number is even higher at ~ 75% based on 5-year survival rates.

1 NIH National Cancer Institute

reports this number is even higher at ~ 75% based on 5-year survival rates.

Seer database (https://seer.cancer.gov/statfacts/html/prost.html).

Our Mitomic® Prostate Test

is in development and is being designed with the following objectives:

– The test is expected to be completed using a patient’s blood sample and is not expected to require an algorithm.

New Information – If ongoing clinical studies support the published analytical data for the 3.4kb mitochondrial DNA deletion, healthcare

providers will be provided with new information related to clinically significant prostate cancer – independent of PSA, age, and

family history.

Mitomic Endometriosis Test

(MET™) is currently in development and is being designed as a blood-based assay that quantifies the level of one or more mitochondrial

DNA deletions which published analytical data suggest are associated with endometriosis – a condition affecting approximately 1

in 10 women according to Endometriosis World and the World Health Organization.

The Mitomic Endometriosis Test is intended for use in

females of child-bearing age who present symptoms of endometriosis to determine whether medical or surgical intervention is warranted.

Endometriosis occurs when the

tissue of the uterus (endometrium) grows on areas where it does not belong, most often on the ovaries, fallopian tubes, outer surface

of the uterus, and tissues holding the uterus, but can be found almost anywhere in the body.

Endometriosis is challenging to identify,

and on average takes ten years to diagnose, and when patients are finally diagnosed, greater than 90% have moderate to severe symptoms.

Acquired Technologies – Adductomics Technology

On March 21 ,

2025, Pearsanta acquired certain patents related to the detection and analysis of DNA adducts.

DNA adducts are chemically modified nucleotides

that result from exposure to carcinogens and other damaging agents, serving as early indicators of genomic instability and increased cancer

The acquired technology includes proprietary mass-tag enhancements designed to improve the sensitivity and specificity of DNA adduct

detection across a full genomic landscape.

Pearsanta intends to develop this platform to enable

a comprehensive, panoramic assessment of DNA adducts using urine, blood, or solid tissue samples.

This approach aims to provide actionable

insights into DNA damage before mutations occur, offering the potential to identify environmental or biological factors that contribute

to cancer risk.

The development roadmap includes further validation of the technology and the creation of commercially available diagnostic

While still in the early stages, Pearsanta anticipates that additional development over the next two to three years will advance

this platform toward clinical and commercial applications.

Formed in April of 2023, Adivir™,

is a wholly owned subsidiary, dedicated to the clinical and commercial development of innovative products, including anti-viral and

other anti-infective products, for population health.

These products have the potential to address a wide range of infectious diseases,

including those that currently lack viable treatment options.

April 18, 2023, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Cellvera Global Holdings

LLC (“Cellvera Global”), Cellvera Holdings Ltd.

(“BVI Holdco”), Cellvera, Ltd.

(“Cellvera Ltd.”),

Cellvera Development LLC (“Cellvera Development” and together with Cellvera Global, BVI Holdco, Cellvera Ltd.

Development (the “Sellers”), AiPharma Group Ltd.

(“Seller Owner” and collectively with the Sellers, “Cellvera”),

and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera’s 50% ownership interest in G Response

Aid FZE (“GRA”), certain other intellectual property and all goodwill related thereto (the “Acquired Assets”).

expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase

Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists of (A) $24.5 million,

comprised of:

(i) the forgiveness of the Company’s $14.5 million loan to Cellvera Global, and (ii) approximately $10 million in

cash, and (B) future revenue sharing payments for a term of seven years.

GRA holds an exclusive, worldwide license for the antiviral medication,

Avigan® 200mg, excluding Japan, China and Russia.

The other 50% interest in GRA is held by Agility, Inc.

Additionally,

upon the closing, the Share Exchange Agreement previously entered into as of December 28, 2021, between Cellvera Global Holdings, LLC

f/k/a AiPharma Global Holdings, LLC (together with other affiliates and subsidiaries) and the Company, and all other related agreements

will be terminated.

obligations of the Company to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain

conditions, including but not limited to, the following:

(i) Satisfactory

completion of due diligence;

(ii) Completion

by the Company of financing sufficient to consummate the transactions contemplated by the Asset Purchase Agreement;

(iii) Receipt

by the Company of all required Consents from Governmental Bodies for the Acquisition, including but not limited to, any consents required

to complete the transfer and assignment of Cellvera’s membership interests in GRA;

of executed payoff letters reflecting the amount required to be fully pay all of each of Seller’s and Seller Owner’s Debt

to be paid at Closing;

by the Company of a release from Agility;

Execution of an agreement acceptable to the Company with respect to the acquisition by the Company of certain intellectual property presently held by a third party;

Execution of an amendment to an asset purchase agreement previously entered into by Cellvera with a third party that effectively grants the Company the rights to acquire the intellectual property from the third party under such agreement;

(viii) Receipt

of a fairness opinion by the Company with respect to the transactions contemplated by the Asset Purchase Agreement;

by the Company from the Seller Owner of written consent, whether through its official liquidator or the Board of Directors of Seller

Owner, to the sale and purchase of the Acquired Assets and Assumed Liabilities pursuant to the Assert Purchase Agreement.

October 2024, the Company received notice that Cellvera was the subject of a liquidation proceeding and that a liquidator had been appointed

by the order of the Eastern Caribbean Supreme Court.

As a result, the Company does not presently believe that the proposed

acquisition of Cellvera will be completed as proposed or at all.

Our commitment to building

our antiviral portfolio is strategic and timely.

We believe that there has never been a more important time to address the growing global

need to uncover new treatments or commercialize existing ones that treat life-threatening global viral infections.

We twenty-six (26) full

time employees as of December 31, 2024.

Prostate Test (MPT™) is in development and is being designed with the following objectives:

Simple – The test

is expected to be completed using a patient’s blood sample and is not expected to require an algorithm.

Provide New Information

– If ongoing clinical studies support the published analytical data for the 3.4kb mtDNA deletion, healthcare providers will

be provided with new information related to clinically significant prostate cancer – independent of PSA, age, and family history.

Endometriosis Test (MET™) is currently in development and is being designed as a blood-based assay that quantifies the

level of one or more mtDNA deletions which published analytical data suggest are associated with endometriosis – a condition affecting

approximately 1 in 10 women according to Endometriosis World and the World Health Organization.

The MET is intended for use in females

of child-bearing age who present symptoms of endometriosis to determine whether medical or surgical intervention is warranted.

Endometriosis

occurs when the tissue of the uterus (endometrium) grows in areas where it does not belong, most often on the ovaries, fallopian tubes,

outer surface of the uterus, and tissues holding the uterus, but can be found almost anywhere in the body.

Endometriosis is challenging

to identify, and on average takes ten years to diagnose, and when patients are finally diagnosed, greater than 90% have moderate to severe

Technologies – Adductomics Technology

March 21, 2025, Pearsanta acquired certain patents related to the detection and analysis of DNA adducts.

DNA adducts are chemically

modified nucleotides that result from exposure to carcinogens and other damaging agents, serving as early indicators of genomic instability

and increased cancer risk.

The technology includes proprietary mass-tag enhancements designed to improve the sensitivity and specificity

of DNA adduct detection across a full genomic landscape.

intends to develop this platform to enable a comprehensive, panoramic assessment of DNA adducts using urine, blood, or solid tissue samples.

This approach aims to provide actionable insights into DNA damage before mutations occur, offering the potential to identify environmental

or biological factors that contribute to cancer risk.

The development roadmap includes further validation of the technology and the creation

of commercially available diagnostic kits.

While still in the early stages, Pearsanta anticipates that additional development over the

next two to three years will advance this platform toward clinical and commercial applications.

in April 2023, Adivir™, Inc.

(“Adivir”) is a wholly owned subsidiary of Aditxt, Inc., dedicated to advancing the clinical

and commercial development of innovative products intended to address significant unmet needs in infectious disease and population health.

is focused on building a portfolio of antiviral and other antimicrobial solutions designed to target life-threatening viral infections

and emerging pathogens.

Its strategic objective is to identify, develop, and commercialize therapeutic candidates that have the potential

to improve treatment access and outcomes in areas where existing options are limited or inadequate.

believe the global healthcare landscape underscores the critical importance of strengthening antiviral preparedness and accelerating

development of both novel and repurposed therapeutic solutions.

Through Adivir, the Company seeks to contribute to addressing the ongoing

and evolving challenges posed by infectious diseases worldwide.

(“Adifem”), f/k/a Adicure, Inc., was formed in April of 2024 connection with Aditxt’s planned strategic expansion

into women’s health through its proposed acquisition of Evofem Biosciences.

Adifem is a wholly owned subsidiary of the Company dedicated

to advancing innovative solutions that address critical unmet needs in women’s health.

Although we are no longer pursuing the acquisition of Evofem Biosciences,

our commitment to women’s health reflects a broader strategic objective to invest in therapeutic areas where there are significant

unmet medical need and opportunity for meaningful patient impact.

We believe that empowering women with innovative, science-driven solutions

remains an important and timely priority in global healthcare.

Evofem Merger Agreement

and Termination

December 11, 2023 (the “Execution Date”), Aditxt, Inc., a Delaware corporation (the “Company”) entered into an

Agreement and Plan of Merger (the “Merger Agreement”) with Adifem, a Delaware corporation and wholly owned subsidiary of

the Company (“Merger Sub”) and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”), pursuant to which,

Merger Sub will be merged into and with Evofem (the “Merger”), with Evofem surviving the Merger as a wholly owned subsidiary

of the Company.

to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),

(i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”),

other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted

into the right to receive an aggregate of 8 shares of the Company’s common stock, par value $0.001 per share;

(ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted

Preferred Stock”), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior

to the Effective Time, will be converted into the right to receive an aggregate of 2,327 shares of Series A-1 Convertible Preferred

Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences

set forth in the form of Certificate of Designation of Series A-1 Convertible Preferred Stock.

January 8, 2024, the Company, Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”),

and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”) entered into the First Amendment (the “First Amendment

to Merger Agreement”), to the Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the parties agreed

to extend the date by which the joint proxy statement would be filed with the SEC until February 14, 2024.

January 30, 2024, the Company, Adicure and Evofem entered into the Second Amendment to the Merger Agreement (the “Second Amendment

to Merger Agreement”) to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to be February 29,

2024, (ii) to change the date by which Evofem may terminate the Merger Agreement for failure to receive the Parent Loan to be February

29, 2024, and (iii) to change the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024.

February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the “Third Amendment

to Merger Agreement”) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend

the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that

the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the

Company make an equity investment into Evofem consisting of (a) a purchase of 2,000 shares of Evofem Series F-1 Preferred Stock

for an aggregate purchase price of $2.0 million on or prior to April 1, 2024, and (b) a purchase of 1,500 shares of Evofem

Series F-1 Preferred Stock for an aggregate purchase price of $1.5 million on or prior to April 30, 2024.

April 26, 2024, the Company received notice from Evofem (the “Termination Notice”) that Evofem was exercising its right to

terminate the Merger Agreement as a result of the Company’s failure to provide the Initial Parent Equity Investment (as defined

in the Merger Agreement, as amended).

May 2, 2024, the Company, Adifem, Inc.

f/k/a Adicure, Inc.

and Evofem Biosciences, Inc.

(“Evofem”) entered into the Reinstatement

and Fourth Amendment to the Merger Agreement (the “Fourth Amendment”) in order to waive and amend, among other things, the

several provisions listed below.

to Article VI:

Covenants and Agreement

VI of the Merger Agreement is amended to:

reinstate the Merger Agreement,

as amended by the Fourth Amendment, as if never terminated;

reflect the Company’s

payment to Evofem, in the amount of $1,000,000 (the “Initial Payment”), via wire initiated by May 2, 2024;

delete Section 6.3, which

effectively eliminates the “no shop” provision, and the several defined terms used therein;

add a new defined term

“Company Change of Recommendation;” and

revise section 6.10 of

the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each

a “Parent Subsequent Capital Raise”), the Company shall purchase that number of shares of Evofem’s Series F-1 Preferred

Stock, par value $0.0001 per share (the “Series F-1 Preferred Stock”), equal to forty percent (40%) of the gross

proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000 or 2,500 shares

of Series F-1 Preferred Stock.

A maximum of $1,500,000 shall be raised prior to September 17, 2024, and $1,000,000 prior

to July 1, 2024 (the “Parent Capital Raise”).

to Article VIII:

VIII of the Merger Agreement is amended to:

extend the date after which

either party may terminate from May 8, 2024 to July 15, 2024;

revise Section 8.1(d) in

its entirety to allow Company to terminate at any time after there has been a Company Change of Recommendation, provided that Aditxt

must receive ten day written notice and have the opportunity to negotiate a competing offer in good faith;

amend and restate Section

8.1(f) in its entirety, granting the Company the right to terminate the agreement if (a) the full $1,000,000 Initial Payment

required by the Fourth Amendment has not been paid in full by May 3, 2024 (b) $1,500,000 of the Parent Capital Raise Amount

has not been paid to the Company by June 17, 2024, (c) $1,000,000 of the Parent Capital Raise Amount has not been paid to the

Company by July 1, 2024, or (d) Aditxt does not pay any portion of the Parent Equity Investment within five calendar days after each

closing of a Parent Subsequent Capital Raise.

Amended and Restated Merger Agreement

July 12, 2024 (the “A&R Execution Date”), the Company entered into an Amended and Restated Agreement and Plan of Merger

(the “Merger Agreement”) with Adifem, Inc.

f/k/a Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the

Company (“Merger Sub”) and Evofem, pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”),

with Evofem surviving the Merger as a wholly owned subsidiary of the Company.

The Merger Agreement amended and restated that certain

Agreement and Plan of Merger dated as of December 11, 2023, by and among the Company, Merger Sub and Evofem (as amended, the “Original

Effect on Capital Stock

to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),

(i) all issued and outstanding shares of common stock, par value $0.0001 per share of Evofem (“Evofem Common Stock”),

other than any shares of Evofem Common Stock either held by the Company or Merger Sub immediately prior to the Effective Time or which

are Dissenting Shares (as hereinafter defined), will be converted into the right to receive an aggregate of $1,800,000;

and (ii) each

issued and outstanding share of Series E-1 Preferred Stock, par value $0.0001 of Evofem (the “Evofem Unconverted Preferred

Stock”), other than any shares of Evofem Unconverted Preferred Stock either held by the Company or Merger Sub immediately prior

to the Effective Time or which are Dissenting Shares, will be converted into the right to receive one (1) share of Series A-2 Preferred

Stock, par value $0.001 of the Company (the “Company Preferred Stock”), having such rights, powers, and preferences

set forth in the form of Certificate of Designation of Series A-2 Preferred Stock, the form of which is attached as Exhibit C to the

Merger Agreement.

Evofem capital stock outstanding immediately prior to the Effective Time and held by an Evofem shareholder who has not voted in favor

of or consented to the adoption of the Merger Agreement and who is entitled to demand and has properly demanded appraisal for such Company

Capital Stock in accordance with the Delaware General Corporation Law (“DGCL”), and who, as of the Effective Time, has not

effectively withdrawn or lost such appraisal rights (such Evofem capital Stock, “Dissenting Shares”) shall not be converted

into or be exchangeable for the right to receive a portion of the Merger Consideration and, instead, shall be entitled to only those

rights as set forth in the DGCL.

If, after the Effective Time, any such holder fails to perfect or withdraws or loses his, her or its

right to appraisal under the DGCL, with respect to any Dissenting Shares, upon surrender of the certificate(s) representing such Dissenting

Shares, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive

the portion of the merger consideration, if any, to which such Evofem capital stock is entitled pursuant to the Merger Agreement, without

a closing condition for the Company, there shall be no more than 4,141,434 Dissenting Shares that are Evofem Common Stock or 98 Dissenting

Shares that are Evofem Preferred Stock.

of Evofem Options and Employee Stock Purchase Plan

the Effective Time, each option outstanding under the Evofem 2014 Equity Incentive Plan, the Evofem 2018 Inducement Equity Incentive

Plan and the Evofem 2019 Employee Stock Purchase Plan (collectively, the “Evofem Option Plans”), whether or not vested, will

be canceled without the right to receive any consideration, and the board of directors of Evofem shall take such action such that the

Evofem Option Plans are cancelled as of the Effective Time.

soon as practicable following the A&R Execution Date, Evofem will take all action that may be reasonably necessary to provide that:

(i) no new offering period will commence under the Evofem 2019 Employee Stock Purchase Plan (the “Evofem ESPP”);

(ii) participants

in the Evofem ESPP as of the A&R Execution Date shall not be permitted to increase their payroll deductions or make separate non-payroll

contributions to the Evofem ESPP;

and (iii) no new participants may commence participation in the Evofem ESPP following the A&R Execution

Prior to the Effective Time, Evofem will take all action that may be reasonably necessary to:

(A) cause any offering period or

purchase period that otherwise be in progress at the Effective Time to be the final offering period under the Evofem ESPP and to be terminated

no later than five business days prior to the anticipated closing date (the “Final Exercise Date”);

(B) make any pro-rata

adjustments that may be necessary to reflect the shortened offering period or purchase period;

share purchase right under the Evofem ESPP to be exercised as of the Final Exercise Date;

and (D) terminate the Evofem ESPP, as of and

contingent upon, the Effective Time.

Representations and Warranties

parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type.

Merger Agreement contains various customary covenants, including but not limited to, covenants with respect to the conduct of Evofem’s

business prior to the Effective Time.

Closing Conditions

respective obligations of each of the Company, Merger Sub and Evofem to consummate the closing of the Merger (the “Closing”)

are subject to the satisfaction or waiver, at or prior to the closing of certain conditions, including but not limited to, the following:

approval by the Evofem

shareholders;

the entry into a voting

agreement by the Company and certain members of Evofem management;

all preferred stock of

Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock;

Evofem shall have received

agreements (the “Evofem Warrant Holder Agreements”) from all holders of Evofem warrants which provide:

waivers with respect to

any fundamental transaction, change in control or other similar rights that such warrant holder may have under any such Evofem warrants,

and (b) an agreement to such Evofem warrants to exchange such warrants for not more than an aggregate (for all holders of Evofem

warrants) of 930,336 shares of Company Preferred Stock;

Evofem shall have cashed

out any other holder of Evofem warrants who has not provided an Evofem Warrant Holder Agreement;

Evofem shall have obtained

waivers from the holders of the convertible notes of Evofem (the “Evofem Convertible Notes”) with respect to any fundamental

transaction rights that such holder may have under the Evofem Convertible Notes, including any right to vote, consent, or otherwise

approve or veto any of the transactions contemplated under the Merger Agreement.

The Company shall have

received sufficient financing to satisfy its payment obligations under the Merger Agreement.

The requisite stockholder

approval shall have been obtained by the Company at a Special Meeting of its stockholders to approve the Parent Stock Issuance (as

defined in the Merger Agreement) pursuant to the requirements of NASDAQ.

The Company and Merger Sub

obligations of the Company and Merger Sub to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing

of certain conditions, including but not limited to, the following:

the Company shall have

obtained agreements from the holders of Evofem Convertible Notes and purchase rights they hold to exchange such Convertible Notes

and purchase rights for not more than an aggregate (for all holders of Evofem Convertible Notes) of 353 shares of Company

Preferred Stock;

the Company shall have

received waivers from the holders of certain of the Company’s securities which contain prohibitions on variable rate transactions;

the Company, Merger Sub

and Evofem shall work together between the A&R Execution Date and the Effective Time to determine the tax treatment of the Merger

and the other transactions contemplated by the Merger Agreement.

obligations of Evofem to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions,

including but not limited to, the following:

The Company shall be in

compliance with the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable

criteria for continued listing.

Merger Agreement may be terminated at any time prior to the consummation of the Closing by mutual written consent of the Company and

Either the Company or Evofem may also terminate the Merger Agreement if (i) the Merger shall not have been consummated on or

before 5:00 p.m.

Eastern Time on September 30, 2024;

(ii) if any judgment, law or order prohibiting the Merger or the Transactions has

become final and non-appealable;

(iii) the required vote of Evofem stockholders was not obtained;

or (iv) in the event of any Terminable

Breach (as defined in the Merger Agreement).

The Company may terminate the Merger Agreement if (i) prior to approval by the required

vote of Evofem’s shareholders if the Evofem board of directors shall have effected a Company Change in Recommendation (as defined

in the Merger Agreement);

or (ii) in the event that the Company determines, in its reasonable discretion, that the acquisition of Evofem

could result in a material adverse amount of cancellation of indebtedness income to the Company.

Evofem may terminate the Merger Agreement

if (i) at any time after there has been a Company Change of Recommendation;

provided, that Evofem has provided the Company ten (10) calendar

days’ prior written notice thereof and has negotiated in good faith with the Company to provide a competing offer;

(ii) the Company’s

common stock is no longer listed for trading on Nasdaq;

or (iii) any of:

(A) the Initial Parent Equity Investment has not been made by

the Initial Parent Equity Investment Date, (B) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment

Date, (C) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date or (D) the Fourth Parent Equity

Investment has not been made by the Fourth Parent Equity Investment Date (as all of such terms are defined in the Merger Agreement).

Effect of Termination

the Merger Agreement is terminated, the Merger Agreement will become void, and there will be no liability under the Merger Agreement

on the part of any party thereto.

Amendments to Evofem Amended and Restated

Merger Agreement

August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No.

1 to the Amended and Restated Merger Agreement (“Amendment

1”), pursuant to which the date by which the Company is to make the Third Parent Equity Investment (as defined under the Amended

and Restated Merger Agreement) was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering

by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000.

Except as set forth herein, the terms and conditions

of the Amended and Restated Merger Agreement have not been modified.

September 6, 2024, the Company, Merger Sub and Evofem entered into Amendment No.

2 to the Amended and Restated Merger Agreement (“Amendment

2”), pursuant to which the date by which the Company shall make the Third Parent Equity Investment was amended from September

6, 2024 to September 30, 2024 and adjust the amount of such investment from $2 million to $1.5 million, and to extend the date by which

Aditxt shall make the Fourth Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended from September

30, 2024 to October 31, 2024 and adjust the amount of such investment from $1 million to $1.5 million.

Third Evofem Amendment & Parent Equity

October 2, 2024, the Company, Merger Sub and Evofem entered into Amendment No.

3 to the Amended and Restated Merger Agreement in order

to extend the date by which the Company shall make the Third Parent Equity Investment to October 2, 2024, reduce the amount of the Third

Parent Equity Investment from $1.5 million to $720,000, and increase the amount of the Fourth Parent Equity Investment from $1.5 million

to $2.28 million.

October 2, 2024, the Company completed the purchase of 460 shares of Evofem F-1 Preferred Stock for an aggregate purchase price of $460,000.

Evofem Parent Equity Investment

October 28, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Securities Purchase Agreement”)

with Evofem, pursuant to which the Company purchased the Fourth Parent Equity Investment of 2,280 shares of Evofem Series F-1 Convertible

Preferred Stock for an aggregate purchase price of $2,280,000.

Fifth Amendment to Amended

and Restated Merger Agreement

March 23, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No.

5 to the Amended and Restated Merger Agreement (“Amendment

5”), pursuant to which, the parties agreed that (i) Evofem shall use commercially reasonable efforts to hold the Company Shareholders

Meeting (as defined under the A&R Merger Agreement) no later than September 26, 2025, (ii) the Company shall invest an additional

$1,500,000 in Evofem no later than April 7, 2025 in exchange for additional shares of F-1 Preferred Stock and/or, at the Company’s

option, senior subordinated notes of Evofem, and (iii) the End Date shall be extended to September 30, 2025.

Sixth Amendment to Amended

and Restated Merger Agreement

August 26, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No.

6 to the Amended and Restated Merger Agreement(“Amendment

6”), in order to (i) amend Sections 1.5 and 3.1(b)(ii) to update the definition of “Unconverted Company Preferred Stock

“to include Series G-1 Preferred Stock of Evofem;

(ii) amend Section 1.6 to update the definition of “Company Shareholder

Approval “to include (a) the outstanding shares of Evofem common stock (including all Evofem preferred stock on the basis and to

the extent it is permitted to so vote) entitled to vote thereon, and (b) each series of the unconverted Evofem preferred stock;

amend Section 6.23 to clarify that Evofem will assist in obtaining Exchange Agreements (as defined in the Amended and Restated Merger

Agreement) to exchange Evofem convertible notes and purchase rights for an aggregate of not more than 89,021 shares of the Company’s

preferred stock from the applicable Evofem shareholders;

(iv) amend Section 7.2(j) to change the number of dissenting shares to no more

than 741,603 shares of common stock or 202 shares of preferred stock;

(v) add a new Section 7.2(k) to require waivers from each holder

of Evofem’s Series E-1 Convertible Preferred Stock, with respect to the last sentence of Section 2, the entirety of Section 6,

any price adjustment provisions that may be triggered under Section 8(a)(ii), Section 12(c) and Section 12(d) of the Evofem Series E-1

Certificate of Designations;

and (vi)to replace in its entirety, the Certificate of Designation included as Exhibit C to the Amended

and Restated Merger Agreement.

Evofem Termination

October 20, 2025, Aditxt received from Evofem a notice of termination of the parties’ Merger Agreement.

In the notice, Evofem cites

Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025

special meeting) as the basis for termination, effective October 20, 2025.

No termination fee or other early-termination penalty is payable

by Aditxt in connection with Evofem’s termination pursuant to Sections 8.1(b)(ii) and 8.1(b)(iv).

The Company retains its holdings

of Evofem F-1 Preferred Stock, convertible notes, and Evofem Warrants.

employ twenty-six (26) full-time employees as of December 31, 2025.

We consider the relations with our employees to be good

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business