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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 589 added, 397 removed, 116 unchanged (89% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion

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Overview and Mission

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.

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 needs.

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 we

continue to evaluate a variety of promising health innovations.

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 needs.

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.

Formed in January 2023,

Adimune™, Inc.

in January 2023, Adimune™, Inc.

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

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.

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.

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

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).

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

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

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

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 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 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

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

(“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).

All preclinical studies

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

tolerance as shown in prevention and treatment studies in T1D.

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 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.

Good 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.

Lastly, one remaining drug product release

assay specifically designed for ADI-100 is in the final stages of qualification 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 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 population.

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.

The discovery of immunosuppressive

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

procedures and blocking of unwanted immune responses in autoimmune diseases.

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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.

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”

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.

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

“reversing” other established immune-mediated inflammatory processes.

Through Aditxt, Adimune

has the right to the exclusive worldwide license for commercializing ADI nucleic acid-based technology from Loma Linda University.

uses a novel approach that mimics the way the body naturally induces tolerance to our own tissues (“therapeutically induced immune

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.

ADI is a technology platform which we believe can be engineered

to address a wide variety of indications.

ADI™ is a nucleic

acid-based technology ( e.g.

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

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” tissues.

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

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

the therapeutic drug into the skin.

Moreover, 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”)

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

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™ technology).

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PEARSANTA, INC.

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.

The best approach to

addressing cancer may be its early detection.

Pearsanta is pioneering the development of molecular tests based on the mitochondrial DNA

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 suitable for biomarker identification,

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

Pearsanta 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.

is continuing to leverage this technology to discover mitochondrial DNA 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.

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.

Pearsanta 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 development and hopes to enter the cancer screening market with these two

product candidates, and if proven successful continue to discover 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 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.

is being 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 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).

In 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:

We 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.

The advantages of the

AditxtScore technology include the following:

sensitivity/specificity.

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reporting algorithm.

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 technology is exclusive, including the right to sublicense, beginning

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 FlowSpot technology is exclusive, including the right to sublicense, beginning

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

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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.

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.

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.

AditxtScore has 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 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

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).

In 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.

– 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

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

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.

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 body.

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

outside oncology.

Pearsanta 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

facility located in Richmond VA, that is a high-complexity, CLIA-certified, CAP-accredited and NYS CLEP-approved 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 (mtDNA) to detect disease.

Every human cell is home to multiple copies of

mitochondrial 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, 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 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’

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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:

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

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.

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 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 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 risk.

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 kits.

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 of 2023, Adivir™, Inc.

is a wholly owned subsidiary, dedicated to the clinical and commercial development efforts of innovative

products for population health, including antiviral and other antimicrobial products, which 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

(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 under the Asset Purchase Agreement 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;

(vi) 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;

(vii) 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.

commitment to building our antiviral portfolio is strategic and timely.

We believe that there has never has there 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

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 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

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

The 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.

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

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.

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

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 Agreement”).

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

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.

Treatment 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 Evofem.

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

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.

have assembled a team of experts from a variety of scientific fields and commercial backgrounds, with many years of collective experience

that ranges from founding startup biotech companies, to developing and marketing biopharmaceutical products, to designing clinical trials,

and to management of private and public companies.

and to managing private and public companies.

Going Concern

were incorporated on September 28, 2017 and have not generated significant revenues to date.

During the year ended and as of December

31, 2024, we had a net loss of $35,020,058 and cash of $833,031.

We are currently over 90 days past due on a significant number of vendor

The Company will require significant additional capital to operate in the normal course of business and fund clinical studies

in the long-term.

We believe our remaining funds on hand will not be sufficient to fund our operations for the next 12 months and such

creates substantial doubt about our ability to continue as a going concern beyond one year.

We were incorporated on September

28, 2017 and have not generated significant revenues to date.

During the year ended December 31, 2025 we had a net loss of $42,787,043

and cash of $3,198,599 as of December 31, 2025.

We are currently over 90

days past due on a significant number of vendor obligations.

The Company will require significant additional capital to operate in the

normal course of business and fund clinical studies in the long-term.

We believe our remaining funds on hand will not be sufficient to

fund our operations for the next 12 months and such creates substantial doubt about our ability to continue as a going concern beyond

Financial Results

have a limited operating history.

Therefore, there is limited historical financial information upon which to base an evaluation of our

Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered

by companies in their early stages of operations.

Our financial statements as of December 31, 2024, show a net loss of $35,020,058.

expect to incur additional net expenses over the next several years as we continue to maintain and expand our existing operations.

amount of future losses and when, if ever, we will achieve profitability are uncertain.

Results of Operations

We have a limited operating history.

Therefore, there is limited historical

financial information upon which to base an evaluation of our performance.

Our prospects must be considered in light of the uncertainties,

risks, expenses, and difficulties frequently encountered by companies in their early stages of operations.

Our condensed consolidated

financial statements as of December 31, 2025, show a net loss of $42,787,043.

We expect to incur additional net expenses over the next

several years as we continue to maintain and expand our existing operations.

The amount of future losses and when, if ever, we will achieve

profitability are uncertain.

Results of Operations

for the years ended December 31, 2024 and 2023

Results of operations for the year ended

December 31, 2025 and 2024

We generated revenue of $3,195

and $645,176 for the years ended December 31, 2024 and 2023, respectively.

Cost of sales for the years ended December 31, 2024 and 2023

and $133,985 for the year ended December 31, 2025 and 2024, respectively.

Cost of goods sold for the year ended December 31, 2025 and

2024 was $2,927 and $627,474, respectively.

The decrease in sales and cost of sales is due to the Company selling less AditxtScores.

The decrease in revenue and costs of goods sold during the year ended December 31, 2025 compared

to the year ended December 31, 2024 was due to a decrease in AditxtScore TM orders due to decreased COVID testing being

During the year ended December

31, 2025, we incurred a loss from operations of $19,570,724.

This is due primarily to general and administrative expenses of $16,286,216.

This includes approximately $4,903,086 in payroll expenses, $4,998,772 in professional fees, and $33,071 in stock-based compensation.

Research and development expenses were $10,886,130 which includes $1,772,108 in consulting expenses and $6,712,663 in stock-based compensation.

Sales and marketing expenses were $197,863, which includes $0 in stock-based compensation.

This is due to general and administrative expenses of $15,974,863, which

includes approximately $4,438,898 in payroll expenses and $5,477,124 in professional fees.

Research and development expenses were $3,194,133

which includes $995,473 in consulting expenses.

Sales and marketing expenses were $401,996.

During the year ended December

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Sales and marketing expenses were $197,863, which includes $0 in stock-based compensation.

The decrease in expenses during

the year ended December 31, 2024 compared to the year ended December 31, 2023 was due to decreased research and development spend and

the termination of a sales and marketing vendor.

Liquidity and Capital

The decrease in expenses

during the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to decreased research and development spend.

During the year ended December 31, 2025, the Company had other expenses of $23,216,319.

This was primarily comprised of a loss on the

change in the fair value of the Evofem F-1 preferred stock of $23,766,209, a gain on the change in the fair value of the Evofem warrants

of $2,806,983, and an amortization of debt discount of $1,706,697.

During the year ended December

31, 2024, the Company had other expenses of $7,156,360.

This was primarily comprised of an interest expense of $4,188,725 and an amortization

of debt discount of $3,174,920.

Liquidity and Capital Resources

We have incurred substantial

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As of December 31, 2025, we had an accumulated deficit of $209,808,770.

We had working capital of $(21,407,282) as

of December 31, 2024.

We had working capital of $(8,398,458) as of

December 31, 2025.

During the year ended December 31, 2025, we purchased $13,743 in fixed assets.

Our consolidated financial

statements have been prepared assuming that we will continue as a going concern.

April 20, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional

investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to

purchase up to 4 shares of common stock of the Company (the “Common Stock”) at a purchase price of $487,600.00 per Pre-Funded

Concurrently with the sale of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement,

for each Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the “Warrant”)

to purchase two shares of Common Stock.

The warrants have an exercise price of $344,000.00 per share and are exercisable for a three-year

In addition, the Company issued a warrant to the placement agent to purchase up to 1 share of common stock at an exercise price

of $600,000.00 per share.

August 31, 2023, the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an institutional

investor for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to 100 shares of the Company’s common stock at an exercise price of $400.00 per share, and (ii)

warrants (the “Common Warrants”) to purchase up to 100 shares of the Company’s Common Stock at an exercise price of

$100,000.00 per share.

The Private Placement closed on September 6, 2023.

The net proceeds to the Company from the Private Placement were

approximately $9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company.

Company utilized net proceeds received from the Private Placement for (i) payment of approximately $3.1 million in outstanding obligations,

(ii) repayment of approximately $0.4 million of outstanding debt, and (iii) continuing operating expenses and working capital.

On December 29, 2023, the Company

entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”)

for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to 124 shares of the Company’s common stock, par value $0.001 (the “Common Stock”) at

an exercise price of $10.00 per share, and (ii) warrants (the “Common Warrants”) to purchase up to 248 shares of the Company’s

Common Stock, at a purchase price of $48,500.00 per share.

The Private Placement closed on January 4, 2024.

The net proceeds to the Company

from the Private Placement are expected to be approximately $5.5 million, after deducting placement agent fees and expenses and estimated

offering expenses payable by the Company.

The Company intends to use the net proceeds received from the Private Placement for continuing

operating expenses and working capital.

May 2, 2024, the Company entered into a Securities Purchase Agreement (the “May PIPE Purchase Agreement”) with certain accredited

investors, pursuant to which the Company agreed to issue and sell to such investors in a private placement (the “Private Placement”)

(i) an aggregate of 17 shares of the Company’s Series C-1 Convertible Preferred Stock (the “Series C-1 Convertible Preferred

Stock”), (ii) an aggregate of 17 shares of the Company’s Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”),

and (iii) warrants (the “May PIPE Warrants”) to purchase up to an aggregate of 162 shares of the Company’s common stock.

The Private Placement closed on May 6, 2024.

The gross proceeds from the Private Placement were approximately $4.2 million, prior to deducting

the placement agent’s fees and other offering expenses payable by the Company.

The Company used $1.0 million of the net proceeds

to fund certain obligations under its merger agreement with Evofem Biosciences, Inc.

and the remainder of the net proceeds from the offering

for working capital and other general corporate purposes.

August 8, 2024, the Company entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”) with

certain institutional investors, pursuant to which the Company agreed to sell to such investors 19 shares (the “Registered

Direct Shares”) of common stock of the Company (the “Common Stock”), pre-funded warrants (the “Registered Direct

Pre-Funded Warrants”) to purchase up to 95 shares of Common Stock of the Company (the “Registered Direct Pre-Funded

Warrant Shares”), having an exercise price of $10.00 per share, at a purchase price of $10,600.00 per share of Common

Stock and a purchase price of $10,590.00 per Registered Direct Pre-Funded Warrant (the “Registered Direct Offering”).

The shares of Common Stock and Registered Direct Pre-Funded Warrants (and shares of common stock underlying the Registered Direct Pre-Funded

Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No.

333-280757), which was declared

effective by the Securities and Exchange Commission on August 6, 2024.

closing of the sales of these securities under the Registered Direct Purchase Agreement took place on August 9, 2024.

The gross proceeds

from the offering were approximately $1.0 million, prior to deducting placement agent’s fees and other offering expenses payable

by the Company.

The Company used $500,000 of the net proceeds from the offering to fund certain obligations under its Amended and

Restated Merger agreement with Evofem Biosciences, Inc and the remainder for working capital and other general corporate purposes.

consolidated financial statements have been prepared assuming that we will continue as a going concern.

will need significant additional capital to continue to fund our operations and the clinical trials for our product candidates.

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Contractual Obligations

The following table shows our

contractual obligations as of December 31, 2024:

The following table shows

our contractual obligations as of December 31, 2025:

Payment Due by Year

Critical Accounting Polices and Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenue and expense during the reporting period.

Actual results could differ from those estimates.

estimates underlying the financial statements include the value of preferred shares issued and related derivative liability, our investment

in Evofem preferred stock and the fair value of stock options and warrants.

● Fair value of options and warrants

Stock and Derivative Liabilities

● Investments

Critical Accounting Policies and Estimates

Our condensed consolidated

financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The preparation of

our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that

affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures.

The following involve the most

judgment and complexity:

Fair value of investments in Evofem warrants and convertible

notes receivable

The Company estimates the fair value of its investments in

Evofem warrants and convertible notes receivable using a Monte Carlo simulation model, which incorporates a range of possible future outcomes

and requires significant management judgment.

Key assumptions include the expected volatility of Evofem’s equity, early exercise

or conversion behavior, the timing and likelihood of future Evofem financing events that could trigger contractual reset provisions, the

expected term of the instruments, and the applicable risk-free interest rate.

Because these inputs are inherently subjective and involve

significant unobservable assumptions, changes in these factors could result in materially different fair value measurements and may have

a material impact on the Company’s financial condition and results of operations.

Investments in Evofem preferred stock

The Company accounts for its investments in Evofem preferred

stock at cost, less impairment, as the securities do not have a readily determinable fair value and the Company has not elected the fair

value option;

accordingly, these investments are not remeasured at fair value on a recurring basis.

Management evaluates the investment

for impairment each reporting period by considering qualitative and quantitative factors, including Evofem’s financial condition,

operating performance, and prospects, as well as general market conditions and the timing and likelihood of a liquidity event.

or changes in circumstances indicate that the carrying amount may not be recoverable, the Company estimates the fair value of the investment

using valuation techniques that incorporate significant unobservable inputs and recognizes an impairment loss in earnings to the extent

the decline in value is determined to be other-than-temporary.

Because this assessment requires significant judgment, actual results could

differ materially from these estimates.

Accordingly, we believe the

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or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act.

We are in the process of evaluating

the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including

without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting

pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public

Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s

report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis.

will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total

annual gross revenues of $1.07 billion or more;

(ii) the last day of our fiscal year following the fifth anniversary of the

date of the completion of our IPO (December 31, 2025);

(iii) the date on which we have issued more than $1 billion in nonconvertible

debt during the previous three years;

or (iv) the date on which we are deemed to be a large accelerated filer under the rules of

We are in the process of

evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions,

including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial

reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted

by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the

auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion

and analysis.

We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year

in which we have total annual gross revenues of $1.07 billion or more;

(ii) the last day of our fiscal year following the fifth

anniversary of the date of the completion of our IPO (December 31, 2025);

(iii) the date on which we have issued more than $1 billion

in nonconvertible debt during the previous three years;

or (iv) the date on which we are deemed to be a large accelerated filer

under the rules of the SEC.

Nasdaq Equity Compliance

As of the date of filing, on an unaudited basis, the Company has equity of approximately $35.6 million, which exceeds the Nasdaq continued

listing requirement.

Recently Issued and Adopted Accounting Pronouncements

See Note 3 - Summary of Significant

Accounting Policies to the accompanying consolidated financial statements for a description of other accounting policies and recently

issued accounting pronouncements.

Accounting Policies to the accompanying condensed consolidated financial statements for a description of other accounting policies and

recently issued accounting pronouncements.

Recent Developments

See Note 14 – Subsequent

Event to the accompanying consolidated financial statements for a description of material recent developments.

Quantitative and Qualitative Disclosures About Market Risk.

Event to the accompanying condensed consolidated financial statements for a description of material recent developments.

Quantitative and Qualitative

Disclosures About Market Risk.

We are not required to provide

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following the Exhibit Index of this Annual Report on Form 10-K.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure.

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 7. Management’s Discussion and Analysis