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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 1817 added, 2495 removed, 1505 unchanged (74% of the section changed)

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

3 unchanged sentences

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b)

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

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

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

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

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

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

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

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

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

Change in Internal Control Over Financial Reporting

No change occurred in our internal

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

In accordance with Rules

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

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

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

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

Based on the foregoing, our Chief Executive Officer and

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

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

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

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

Change in Internal Control Over Financial

No change occurred in our

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

31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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A control system, no matter

how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be

how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will

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

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within our Company have been detected.

A material weakness is a deficiency,

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

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

A material weakness is a

deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely

Our independent registered

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existed as of December 31, 2025:

did not maintain adequate controls over the documentation of accounting and financial reporting policies and procedures.

Specifically,

we did not maintain policies and procedures to ensure account reconciliations were adequately prepared and reviewed by management.

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

be in compliance with accounting principles generally accepted in the US

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

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

These material weaknesses resulted

in material misstatements to the financial statements, which were corrected.

There were no changes to previously released financial results.

We did not maintain adequate

controls over the documentation of accounting and financial reporting policies and procedures.

Specifically, we did not maintain

policies and procedures to ensure account reconciliations were adequately prepared and reviewed by management.

We did not have the resources

or retain individuals to adequately draft the consolidated financial statements and notes to ensure them to be in compliance with

accounting principles generally accepted in the US

We did not maintain the

sufficient procedures for the identification and cutoff of accounts payable.

We did not maintain the

sufficient procedures for the classification and valuation of debt and equity transactions

These material weaknesses

resulted in material misstatements to the financial statements, which were corrected.

There were no changes to previously released financial

We are in the process of remediating these material weaknesses.

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Other Information.

Based upon the stockholders’

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

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

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

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

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

Equity Rule”).

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

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

Wainwright & Co., LLC.

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

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

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

The Company awaits Nasdaq’s confirmation of the same.

(In Thousands)

CURRENT ASSETS

NON-CURRENT ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

NON-CURRENT LIABILITIES

TOTAL LIABILITIES

MEZZANINE EQUITY

STOCKHOLDERS’ EQUITY

Treasury stock

Additional paid-in capital

Accumulated deficit

TOTAL ADITXT, INC.

STOCKHOLDERS’ EQUITY

NON-CONTROLLING INTEREST

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

Disclosure Regarding Foreign Jurisdictions

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Chief Financial Officer

Christopher Porcelli

General Counsel & Chief People Officer

Charles Nelson

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Amro Albanna - Chief Executive Officer

Albanna has been our Chief

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

Albanna has been our

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

He also served as our President from our inception through September

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

create a group of life and health subsidiaries.

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

and create a group of life and health subsidiaries.

From 2010 until 2017, Mr.

Albanna was Chief Executive Officer and a Director of IEC and

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

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

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

Albanna was Chief Executive Officer and a Director of IEC

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

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

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

Albanna founded Qmotions, Inc.

(subsequently

renamed Deal A Day Group Corp.).

(subsequently renamed Deal A Day Group Corp.).

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

Qmotions used 3-D spatial tracking

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

Albanna was a co-founder of Digital

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

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

Around that time, Mr.

Albanna co-founded

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

In 1997, he founded Timely

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

acquired in 2000 by a Nasdaq-listed company.

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

Qmotions used 3-D

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

Albanna was a

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

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

Albanna co-founded an incubator for startups at the University of California, Riverside Research Park which was acquired in

In 1997, he founded Timely Technology Corporation (“TTC”), which designed and developed e-commerce software for education,

retail and finance.

TTC was acquired in 2000 by a Nasdaq-listed company.

Albanna graduated from California State University San Bernardino

in 1991 with a B.S.

in Business Administration with concentration in Computer Information Systems.

He completed graduate coursework in Computer Science and

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

Albanna completed coursework in Immunology and

Genetics at Harvard Medical School HMX online learning platform.

He completed graduate coursework in

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

Albanna completed coursework

in Immunology and Genetics at Harvard Medical School HMX online learning platform.

Corinne Pankovcin - Chief Mergers

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From December 2015 to July 2019, Ms.

Pankovcin was the Chief Financial Officer and

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

thereto, from January 2011 to August 2015, Ms.

Pankovcin was the Chief Financial Officer

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

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

Pankovcin was the Chief Financial Officer and Treasurer of Blackrock Capital Investment

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Pankovcin earned her B.S.

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

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

Hofstra University.

She is a Certified Public Accountant.

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Rowena Albanna - Chief Operating Officer

Albanna has been our Chief

Operating Officer since July 2020.

Albanna has been our

Chief Operating Officer since July 2020.

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

Albanna was an independent

operations consultant for the Company.

an independent operations consultant for the Company.

Prior thereto, from 2013 to 2017, Ms.

Albanna was the Chief Operating Officer of Innovation Economy

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

2010 to 2013, Ms.

Albanna was Senior Vice President of IEC.

Albanna was the Chief Operating Officer of

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

subsidiaries.

From 2010 to 2013, Ms.

Albanna was the founder and principal of Weezies, an

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

Albanna was Senior Vice President of IEC.

From 2004 to 2009, Ms.

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

Qmotions used 3-D spatial tracking and pattern recognition technologies

to develop motion-capturing video game controllers.

Albanna was VP of Product Development at Digital Angel Systems where

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

Albanna was the founder and principal

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

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

Qmotions used 3-D spatial tracking and pattern

recognition technologies to develop motion-capturing video game controllers.

Albanna was VP of Product Development at Digital

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

Prior to that, Ms.

Albanna held multiple product development

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

circuit layout design, and defense.

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

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

San Bernardino in 1988.

multiple product development roles with increasing responsibilities for various technology companies in the areas of financial, medical,

telecommunications, integrated circuit layout design, and defense.

Albanna is a co-inventor of two patents related to systems for

localizing, monitoring, and sensing objects.

Albanna received a Bachelor of Science degree in Computer Science with a minor in Mathematics

from California State University, San Bernardino in 1988.

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

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

Christopher Porcelli – General

Counsel & Chief People Officer

Porcelli has served as

our General Counsel and Chief People Officer since September 2025.

Prior to this, from October 2020 to June 2025, he served in senior

legal and HR roles at Aterian, Inc.

ATER), including General Counsel, Head of People & Corporate Secretary (2023–2025).

Previously, he was an associate in the M&A group at Sidley Austin LLP in New York and a corporate associate at Cadwalader, Wickersham

& Taft LLP in New York.

He received his J.D.

from New York University School of Law and his B.A.

John’s University

and is admitted to practice in New York.

Brian Brady - Director

Brady has served

as a Director since December 1, 2018.

Brady currently serves as President of a Family Office.

Brady previously was the Director

of Investments at a large hospital system from March 2016 through December 2022, where he was responsible for the management of investment

activity related to the organization and personal investments of the family that owns that company.

From December 2011 to March 2016,

Brady was the Vice President/Portfolio Manager at a wealth advisory firm, where he served in an investment advisory role, including

asset and portfolio management.

Brady graduated in 2001 with a Bachelor’s degree in Finance from the University of Illinois

at Chicago and in 2014 with a Master of Business Administration degree from the University of Chicago.

Brady has served as a Director since December

Brady was Director of Investments at a large hospital system from March 2016 to December 2022 and returned to this role in

2026 after serving as President of a family office.

In his current role, he is responsible for the management of investment activity related

to the organization and personal investments of the family that owns that company.

From December 2011 to March 2016, Mr.

Brady was the

Vice President/Portfolio Manager at a wealth advisory firm, where he served in an investment advisory role, including asset and portfolio

Brady graduated in 2001 with a bachelor’s degree in finance from the University of Illinois at Chicago and in 2014

with a Master of Business Administration degree from the University of Chicago.

We believe that Mr.

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

Brady’s extensive experience

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

Charles Nelson - Director

Nelson has served as a

director since November 2023.

Nelson has served as

a director since November 2023.

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

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We believe that Mr.

Nelson’s extensive

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

Runge, M.D - Director

Runge has served as a

director since July 2020.

From 2008 to the present, Dr.

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

in biodefense, medical preparedness and injury control.

From 2001 through August of 2008, Dr.

Runge served in the Bush administration,

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

Security’s (DHS) first Chief Medical Officer.

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

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

Runge also served as Acting DHS Undersecretary

for Science and Technology from February through August 2006.

In his role at DHS, Dr.

Runge oversaw the operations of the department’s

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

countermeasure development.

Prior to his government service, Dr.

Runge was Assistant Chairman and Director of Clinical Research in the

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

Additionally, Dr.

Runge is a Senior

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

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

strategic acquisitions.

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

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

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

qualifies him to serve as a director of our Company.

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

Sylvia Hermina - Director

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Advisors, Ms.

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

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

Managing Director of The Altman Group, Inc.

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Director Independence

We use the definition of “independence”

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

Nasdaq listing rules provide that an

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

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

We use the definition of

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

Nasdaq listing

rules provide that an “independent director” is one who the board “affirmatively determines” has no “material

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

with the Company.

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

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

has been within the last three (3) years, an executive officer of the Company;

director has received, or has an immediate family member who is an executive officer of the Company and has received, during any twelve-month

period within the last three (3) years, more than $120,000 compensation directly from the Company (not including compensation received

for director service, pension plan payments or deferred compensation for prior service not contingent on continued service);

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

the director is, or has

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

the last three (3) years, an executive officer of the Company;

the director has received,

or has an immediate family member who is an executive officer of the Company and has received, during any twelve-month period within

the last three (3) years, more than $120,000 compensation directly from the Company (not including compensation received for director

service, pension plan payments or deferred compensation for prior service not contingent on continued service);

the director or an immediate

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

the director is a current employee of the

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

director or an immediate family member was within the last three (3) years a partner or employee of the auditor and personally worked

on the Company’s audit within that time;

the director or an immediate

family member is, or has been within the last three (3) years, employed as an executive officer of another company where any of the

Company’s present executive officers at the same time serves or served on that company’s compensation committee;

the director is a current

employee of the auditor;

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

or the director or an immediate family member was within the last three (3) years a partner or employee of the auditor and personally

worked on the Company’s audit within that time;

director or an immediate family member is, or has been within the last three (3) years, employed as an executive officer of another company

where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee;

director is a current employee, or an immediate family member is a current executive officer, of an organization that has made to or

received from the Company payments for property or services in an amount which, in any of the last three fiscal (3) years, exceeds greater

of 2% of such other company’s consolidated gross revenues or $1 million.

employee, or an immediate family member is a current executive officer, of an organization that has made to or received from the

Company payments for property or services in an amount which, in any of the last three fiscal (3) years, exceeds greater of 2% of

such other company’s consolidated gross revenues or $1 million.

Charitable contributions not considered “payments”

for purposes of this prohibition but contributions meeting these thresholds must be disclosed on the Company’s website or in its

annual proxy statement or its Annual Report on Form 10-K.

for purposes of this prohibition but contributions meeting these thresholds must be disclosed on the Company’s website or in

its annual proxy statement or its Annual Report on Form 10-K.

Under such definitions, we

Runge, and Ms.

Hermina to be “independent.” Nasdaq listing rules permits a phase-in period

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

the board of directors be made up of independent directors.

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

exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is

not subject to any director independence requirements.

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

to structure our board of directors accordingly.

Brady, and Ms.

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

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

board of directors be made up of independent directors.

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

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

to any director independence requirements.

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

our board of directors accordingly.

Committees of the Board

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and Nominating and Corporate Governance Committee independence requirements.

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

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

Under the initial public offering phase-in period, only

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

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

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Charles Nelson

Jeffrey Runge, M.D.

Sylvia Hermina

of the committee

Chairman of the committee

Audit Committee

1 unchanged sentence

among other things, is responsible for:

● appointing;

approving the compensation of;

approving the

compensation of;

overseeing the work of;

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

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

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

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

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

our financial compliance system;

our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit

function, and information technology.

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

reviewing the internal

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

approving, in advance,

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

reviewing our internal

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

reviewing the adequacy

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

overseeing our financial

compliance system;

overseeing our major risk

exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function,

and information technology.

The Board has affirmatively

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The Audit Committee consists

Nelson, and Dr.

Nelson, and Ms.

Brady chairs the Audit Committee.

2 unchanged sentences

Committee is responsible for:

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

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

● negotiating

and overseeing employment agreements with officers and directors;

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

reviewing and making recommendations

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

overseeing and administering

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

negotiating and overseeing

employment agreements with officers and directors;

overseeing how the Company’s

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

The Board has

2 unchanged sentences

consists of Mr.

Nelson, and Dr.

Nelson, and Ms.

Nelson serves as chairman of the Compensation Committee.

5 unchanged sentences

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

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

succession issues;

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

with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity

considerations, for the full Board and each committee;

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

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

● recommending

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

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

and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership,

structure, and succession planning, may affect the Company’s major risk exposures.

reviewing and assessing

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

evaluating and reporting

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

working with the Board

to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations,

for the full Board and each committee;

annually presenting to

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

reviewing, evaluating,

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

recommending to the Board

individuals to be elected to fill vacancies and newly created directorships;

overseeing the Company’s

compliance program, including the Code of Conduct;

overseeing and evaluating

how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure,

and succession planning, may affect the Company’s major risk exposures.

The Board of Directors has

1 unchanged sentence

The Nominating and Corporate

Governance Committee consists of Dr.

Governance Committee consists of Ms.

Brady, and Mr.

Runge serves as chairman of the Nominating and Corporate Governance

The Company’s Board of Directors has determined that each member of the Nominating and Corporate Governance Committee

is independent within the meaning of the independent director guidelines of Nasdaq listing rules.

Hermina serves as chairman of the Nominating and Corporate

Governance Committee.

The Company’s Board of Directors has determined that each member of the Nominating and Corporate Governance

Committee is independent within the meaning of the independent director guidelines of Nasdaq listing rules.

Compensation Committee Interlocks and Insider

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

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

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association

of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior

to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or

federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type

of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with

persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation

of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

been convicted in a criminal

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

had any bankruptcy petition

filed by or against the business or property of the person, or of any partnership, corporation or business association of which he

or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that

been subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state

authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,

securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons

engaged in any such activity;

been found by a court of

competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or

state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or

a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended

or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any

federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

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fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any registered entity (as defined

in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary

been the subject of, or

a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined

in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any registered entity (as defined in

Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

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

The Company, Amro Albanna,

our Chief Executive Officer, and Dr.

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

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

Christopher Sechrist, San Bernardino County Superior Court Case

CIVDS1831323.

In a cross-complaint, Mr.

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

Shabahang, and that

disputes arose as between those partners.

Neither the Company nor Mr.

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

dental practice.

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

Shabahang became the Chief Innovation Officer for the

Sechrist has brought claims against the Company and Mr.

Both the Company and Mr.

Albanna believe that the Counterclaims

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

of the case as against them as soon as possible.

On May 26, 2020, Mr.

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

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

The clerk of the court entered the dismissal

with prejudice on May 26, 2020.

Our Chief Executive Officer,

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

Such litigations relate to Innovation

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

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

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

The first litigation (ieCrowd v.

al, Superior Court, Riverside County)

was originally commenced by IEC and its subsidiary after Mr.

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

based upon claims related to their misconduct and mismanagement.

Such defendants subsequently brought a countersuit against IEC and its

subsidiary, in which they named Mr.

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

based upon misrepresentations by, among others, Mr.

The cases have now been consolidated.

Albanna believes that the counteraction

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

The second matter (Calabria v.

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

Albanna was no longer affiliated with IEC,

related to uncollected rent.

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

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

On August 5, 2020,

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

Albanna with the Superior Court of California, County of

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

Executive Compensation

The following table represents

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

Name and Principal Position

Chief Executive Officer and Director

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

Chief Innovation Officer

Corinne Pankovcin

Chief Mergers & Acquisitions Officer

Chief Financial Officer

Matthew Shatzkes

Former Chief Legal Officer & General Counsel (2)

information regarding the total compensation for the named executive officers of the Company as of 2025 and 2024:

Principal Position

Executive Officer and Director

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

Innovation Officer

Mergers & Acquisitions Officer

Financial Officer

Option awards represent granted

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market value as of the date of grant.

salary is reflected on an accrued basis.

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

Shatzkes departed Aditxt in July of 2023.

other compensation is inclusive of Pearsanta, Inc.

option grants to Mr.

Shabahang, Ms.

Pankovcin, and Mr.

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

Salary is reflected on

an accrued basis.

From time to time in 2025 and 2024 management has voluntarily forgone their salaried payroll.

Employment Agreements

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

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

will not exceed two (2) times Mr.

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

bonus will not exceed two (2) times Mr.

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

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The term of Mr.

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

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

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

or the Company.

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

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

The term of Mr.

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

Albanna or the Company.

Under the Amro Employment

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Corinne Pankovcin, Chief Mergers and Acquisitions

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

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

The term of Ms.

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

Pankovcin or the Company.

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

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

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

which will be determined by the Board and Compensation Committee.

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

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

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

In addition, for calendar year 2021, Ms.

Pankovcin shall be eligible

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

Pankovcin shall

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

Under the Pankovcin Employment

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Upon any such termination, Ms.

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

termination by the Company for Cause or resignation by Ms.

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

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

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

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

Upon any such termination, Ms.

Upon any such termination,

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

Pankovcin’s execution of an irrevocable release,

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

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

Pankovcin’s execution of an irrevocable

release, receive:

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

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

(ii) provide reimbursement to Ms.

Pankovcin’s medical insurance

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

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

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

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

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

and (iii) cause any equity awards granted

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

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

Notwithstanding the foregoing,

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

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

(A) the product of two times Ms.

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

and (B) the product of two times Ms.

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

of (A) the product of two times Ms.

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

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

Pankovcin’s Target Bonus;

(ii) provide reimbursement to Ms.

Pankovcin’s medical insurance

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

and (iii) notwithstanding any provision of any stock

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

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

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

and (iii) notwithstanding any provision

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

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

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

would otherwise expire).

The Pankovcin Employment

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

following any cessation of employment with respect to Ms.

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

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

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

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

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

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

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

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

The Pankovcin

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

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

To the extent any of the payments or benefits provided

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

Pankovcin and the Company (collectively,

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

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

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

(whichever gives Ms.

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

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

Farley, Chief Financial Officer

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Officer, Thomas Farley, pursuant to which Mr.

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

upon which Mr.

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

date upon which Mr.

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

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

Farley without “Good Reason” (as defined in the

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

Farley without “Good Reason” (as defined in

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

Upon any such termination, Mr.

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

Company for Cause or resignation by Mr.

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

by the Company for Cause or resignation by Mr.

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

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Upon any such termination, Mr.

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

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

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

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

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

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

Farley’s execution of an irrevocable release, receive

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

Farley’s salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two

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

(ii) provide reimbursement to Mr.

Farley’s medical insurance premiums

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

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

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

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

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

and (iii) cause any equity awards granted

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

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

Notwithstanding the foregoing,

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

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

and, with respect to all options and stock appreciation rights, to become fully exercisable (but not later than when the award would otherwise

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

and, with respect to all options and stock appreciation rights, to become fully exercisable (but not later than when the award would

otherwise expire).

The Farley Employment