Aditxt, Inc. 10-K

Item 9A. Controls and Procedures. Assessment of the Effectiveness of Internal Controls over Financial Reporting 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. 55 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, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our independent registered accounting firm determined that we did not maintain effective internal controls over financial reporting and the following material weaknesses existed as of December 31, 2025: ● 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 results. We are in the process of remediating these material weaknesses. This report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting in accordance with applicable SEC rules that permit us to provide only management´s report in this report. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. N/A. 56 PART III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers and Directors Set forth below is certain information with respect to the individuals who are our directors and executive officers as of December 31, 2025: Name Age Positions Amro Albanna 56 Chief Executive Officer, Director Corinne Pankovcin 59 Chief Mergers & Acquisitions Officer Shahrokh Shabahang, D.D.S., MS, Ph.D. 63 Chief Innovation Officer, Director Rowena Albanna 60 Chief Operating Officer Thomas J. Farley 52 Chief Financial Officer Christopher Porcelli 34 General Counsel & Chief People Officer Charles Nelson 72 Director Brian Brady 47 Director Sylvia Hermina 46 Director Amro Albanna - Chief Executive Officer Mr. Albanna has been our Chief Executive Officer and a Director since we were formed in 2017. He also served as our President from our inception through September 2021. In 2010, Mr. 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. In 2003, Mr. Albanna founded Qmotions, Inc. (subsequently renamed Deal A Day Group Corp.). He served as its Chief Executive Officer and a Director until 2011. Qmotions used 3-D spatial tracking and pattern recognition technologies to develop motion-capturing video game controllers. In 2002, Mr. 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. TTC was acquired in 2000 by a Nasdaq-listed company. Mr. 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. In 2019, Mr. Albanna completed coursework in Immunology and Genetics at Harvard Medical School HMX online learning platform. Corinne Pankovcin - Chief Mergers and Acquisitions Officer Ms. Pankovcin has been our Chief Mergers and Acquisitions Officer since January 2024. Ms. Pankovcin served as the Chief Commercialization Officer from April 2023 through January 2024. Ms. Pankovcin served as our President from September 2021 through April 2023. Ms. Pankovcin served as our Chief Financial Officer from July 2020 through August 2021. From December 2015 to July 2019, Ms. Pankovcin was the Chief Financial Officer and Managing Director and Treasurer of Business Development Corporation of America (“BDCA”), a business development company. Prior thereto, from January 2011 to August 2015, Ms. Pankovcin was the Chief Financial Officer and Treasurer of Blackrock Capital Investment Corporation (NASDAQ: BKCC), and a Managing Director of Finance at BlackRock Investment Management LLC. Prior to joining BlackRock, Ms. Pankovcin was a senior member of Finance & Accounting of Alternative Investments and served as Chief Financial Officer for the Global Emerging Markets products group at AIG Capital Partners. Ms. Pankovcin began her career with PricewaterhouseCoopers LLP, where she ultimately held the role of Senior Manager of Business Assurance for Consumer Products, Manufacturing, and Middle Market industries from 1991 to 2001. Ms. Pankovcin earned her B.S. in Accounting from Dowling College and her Master’s Degree in Business Administration from Hofstra University. She is a Certified Public Accountant. 57 Shahrokh Shabahang, D.D.S., MS, Ph.D. - Chief Innovation Officer Dr. Shabahang has been our Chief Innovation Officer and Director since our inception. In 2009, Dr. Shabahang co-founded Sekris Biomedical Inc. to incubate immunotherapy technologies. He served as its Chairman of the board and Chief Executive Officer since its inception. In 2004, Dr. Shabahang joined Genelux Corporation to lead its clinical development program and to serve as board secretary. Genelux developed an oncolytic virus technology for treatment of cancer, co-invented by Dr. Shabahang. During his tenure from 2004-2007, Genelux raised $20M+ and obtained regulatory approval to initiate First-In-Human clinical studies in Europe with patients who had not responded to chemotherapy. In 2001, Dr. Shabahang became the Director of the Microbiology and Molecular Biology Lab at Loma Linda University (“LLU”). He led the research and development of an antimicrobial therapeutic agent for treatment of dental infections, which was licensed and marketed by one of the largest dental distribution companies. Dr. Shabahang attended the University of California, Santa Barbara from 1982 to 1984 and later received his DDS from the University of Pacific in 1987. He earned his PhD in Microbiology and Molecular Genetics at LLU in 2001. During the same year, he established his laboratory at LLU to study infectious diseases and host immune responses. Rowena Albanna - Chief Operating Officer Ms. Albanna has been our Chief Operating Officer since July 2020. From 2017 to immediately prior to her appointment as Chief Operating Officer, Ms. Albanna was an independent operations consultant for the Company. Prior thereto, from 2013 to 2017, Ms. Albanna was the Chief Operating Officer of Innovation Economy Corporation (“IEC”), formed to license and commercialize innovations and create a group of life and health subsidiaries. From 2010 to 2013, Ms. Albanna was Senior Vice President of IEC. From 2004 to 2009, Ms. Albanna was the founder and principal of Weezies, an online-based business focused on building and operating e-commerce stores and affiliate marketing sites. From 2003 to 2004, Ms. 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. In 2002, Ms. 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. Ms. Albanna is a co-inventor of two patents related to systems for localizing, monitoring, and sensing objects. Ms. Albanna received a Bachelor of Science degree in Computer Science with a minor in Mathematics from California State University, San Bernardino in 1988. Ms. Albanna is the wife of Amro Albanna, our Chief Executive Officer. Thomas J. Farley, CPA - Chief Financial Officer Mr. Farley has been the Chief Financial Officer since September 2021. Prior to this, Mr. Farley was the Principal Accounting Officer and Controller from October of 2020 to September 2021. From December 2015 to June 2020, Mr. Farley was the Controller of Business Development Corporation of America (“BDCA”), a publicly listed business development company. Prior thereto, from January 2011 to August 2015, Mr. Farley was the Senior Controller of Blackrock Capital Investment Corporation (NASDAQ: BKCC). Prior to joining BlackRock Capital Investment Corporation, Mr. Farley was a Senior Controller for PineBridge Investments Emerging Markets practice. Mr. Farley was also an Accounting Manager for Bessemer Venture Partners prior to his tenure at PineBridge. Mr. Farley began his career with PricewaterhouseCoopers LLP, from 1996 to 2001. Mr. Farley earned his B.S. in Accounting from Long Island University and is a Certified Public Accountant. Christopher Porcelli – General Counsel & Chief People Officer Mr. 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. (Nasdaq: 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. from St. John’s University and is admitted to practice in New York. Brian Brady - Director Mr. Brady has served as a Director since December 1, 2018. Mr. 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 management. Mr. Brady graduated in 2001 with a bachelor’s degree in finance from the University of Illinois at Chicago and in 2014 with a Master of Business Administration degree from the University of Chicago. We believe that Mr. Brady’s extensive experience with financial markets and management of investment activities qualifies him to serve as a director of our Company. 58 Charles Nelson - Director Mr. Nelson has served as a director since November 2023. Prior to his appointment as a member of the Board, Mr. Nelson was a consultant to the Company from September 2020 through September 2023. He began his financial career as a market representative with American International Group and in 1979 joined Dean Witter Reynolds as a Financial Advisor, working with high net worth and institutional clients. In 1980, he joined Drexel Burnham and Lambert, and subsequently, at Ladenberg Thalmann and then at Auerbach Pollack and Richardson originating equity and investment banking transactions. Over the last 20 years, Mr. Nelson has been involved with financing companies in the fintech, healthcare and bio-pharma spaces through private equity and public financing including listings on the Nasdaq and the NYSE. We believe that Mr. Nelson’s extensive experience in capital markets qualifies him to serve as a director of our Company. Sylvia Hermina - Director Sylvia Hermina has over 20 years of experience advising public companies on corporate governance, mergers and acquisitions, and shareholder relations. Ms. Hermina currently serves as Senior Vice President of Kingsdale Advisors, a governance and proxy solicitation firm. Prior to joining Kingsdale Advisors, Ms. Hermina served as Senior Vice President of Laurel Hill Advisory Group, LLC - a shareholder communications and advisory firm; Managing Director of The Altman Group, Inc. - a proxy advisory firm. She also held senior positions Georgeson Shareholder Communications and Corporate Investor Communications, Inc. Ms. Hermina holds a Bachelor of Science degree in Business Administration, Management and Marketing from Montclair State University. Sylvia is a member of the Society of Corporate Governance (Society), the National Investor Relations Institute (NIRI) and Chief. Board Leadership Structure and Risk Oversight The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the Board for further consideration. Term of Office Officers hold office until his or her successor is elected and qualified. Directors are appointed to serve for one year until the meeting of the Board following the annual meeting of stockholders and until their successors have been elected and qualified. Director Independence We use the definition of “independence” of The Nasdaq Stock Exchange LLC (“Nasdaq”) listing rules to make this determination. Nasdaq listing rules provide that an “independent director” is one who the board “affirmatively determines” has no “material relationship” with the company “either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. Nasdaq listing rules provide that a director cannot be considered independent if: ● the director is, or has been within the last three (3) years, an employee of the Company or an immediate family member of director is, or has been within the last three (3) years, an executive officer of the Company; ● the director has received, or has an immediate family member who is an executive officer of the Company and has received, during any twelve-month period within the last three (3) years, more than $120,000 compensation directly from the Company (not including compensation received for director service, pension plan payments or deferred compensation for prior service not contingent on continued service); ● the director or an immediate family member is a current partner of the Company’s internal or external auditor; the director is a current employee of the auditor; an immediate family member is a current employee of the auditor and personally works on the Company’s audit; or the director or an immediate family member was within the last three (3) years a partner or employee of the auditor and personally worked on the Company’s audit within that time; ● the director or an immediate family member is, or has been within the last three (3) years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or 59 ● the director is a current employee, or an immediate family member is a current executive officer, of an organization that has made to or received from the Company payments for property or services in an amount which, in any of the last three fiscal (3) years, exceeds greater of 2% of such other company’s consolidated gross revenues or $1 million. Charitable contributions not considered “payments” for purposes of this prohibition but contributions meeting these thresholds must be disclosed on the Company’s website or in its annual proxy statement or its Annual Report on Form 10-K. Under such definitions, we consider Mr. Nelson, Mr. 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 Our board of directors has established three standing committees: Audit, Compensation, and Nominating and Corporate Governance. Each of these standing committees operate pursuant to its respective charter. The committee charters are reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to the charters. The responsibilities of each committee are described in more detail below. Nasdaq listing rules permits a phase-in period for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee independence requirements. Under the initial public offering phase-in period, only one member of each committee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence requirements within one year from the effectiveness of our registration statement. The composition and functions of each committee are described below. Name Independent Audit Nominating and Corporate Governance Compensation Amro Albanna Shahrokh Shabahang, D.D.S., MS, Ph.D. Brian Brady X X * X X Charles Nelson X X X X * Sylvia Hermina X X X * X * Chairman of the committee Audit Committee The Audit Committee, among other things, is responsible for: ● appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; ● reviewing the internal audit function, including its independence, plans, and budget; ● approving, in advance, audit and any permissible non-audit services performed by our independent auditor; ● reviewing our internal controls with the independent auditor, the internal auditor, and management; 60 ● 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; and ● overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology. The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and Nasdaq listing rules. The Board has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr. Brady meets the qualifications of an Audit Committee financial expert. The Audit Committee consists of Mr. Brady, Mr. Nelson, and Ms. Hermina. Mr. Brady chairs the Audit Committee. Compensation Committee The Compensation Committee is responsible for: ● reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO; ● overseeing and administering the Company’s executive compensation plans, including equity-based awards; ● negotiating and overseeing employment agreements with officers and directors; and ● overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives. The Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee. The Compensation Committee consists of Mr. Brady, Mr. Nelson, and Ms. Hermina. Mr. Nelson serves as chairman of the Compensation Committee. The Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to compensation committee members under SEC rules and Nasdaq listing rules. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee, among other things, is responsible for: ● reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues; ● evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole; ● working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee; 61 ● 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; and ● overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Ms. Hermina, Mr. Brady, and Mr. Nelson. Ms. 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 Participation None of the Company’s executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s board of directors or its compensation committee. None of the members of the Company’s compensation committee is, or has ever been, an officer or employee of the Company. There are no interlocking relationships as defined in the applicable SEC rules. Code of Business Conduct and Ethics The Company’s board of directors adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq Capital Market. The code of business conduct and ethics is publicly available on the Company’s website. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by the Company’s board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq Capital Market. Corporate Governance Guidelines The Company’s board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq Capital Market. Involvement in Certain Legal Proceedings To our knowledge, none of our current directors or executive officers has, during the past ten years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 62 ● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth above and in our discussion below in “ Certain Relationships and Related Transactions ,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. Other than as set forth below, we are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition or operating results. Item 11. Executive Compensation The following table represents information regarding the total compensation for the named executive officers of the Company as of 2025 and 2024: Name and Principal Position Year Salary (1) ($) Bonus ($) Stock Awards ($) Option Awards ($) Restricted Stock Units ($) All Other Compensation ($) Total ($) Amro Albanna 2025 500,000 - - - - - 500,000 Chief Executive Officer and Director 2024 500,000 - - - - - 500,000 Shahrokh Shabahang, D.D.S., MS, Ph.D. 2025 325,000 - - - - - 325,000 Chief Innovation Officer 2024 325,000 - - - - - 325,000 Corinne Pankovcin 2025 385,008 - - - - - 385,008 Chief Mergers & Acquisitions Officer 2024 385,008 - - - - - 385,008 Thomas J. Farley 2025 395,000 - - - - - 395,000 Chief Financial Officer 2024 464,616 - - - - - 464,616 Option awards represent granted options at the fair market value as of the date of grant. Restricted stock units represent granted restricted stock units at the fair market value as of the date of grant. (1) Salary is reflected on an accrued basis. From time to time in 2025 and 2024 management has voluntarily forgone their salaried payroll. 63 Employment Agreements Amro Albanna, Chief Executive Officer On November 14, 2021, the Company entered into an Amended and Restated Employment Agreement with Mr. Amro Albanna, the Chief Executive Officer of the Company (the “Amro Employment Agreement”). Pursuant to the Amro Employment Agreement, Mr. Albanna will receive (i) a base salary at the annual rate of $280,000 for the remainder of calendar year 2021, and effective January 1, 2022, $500,000 (prorated for any partial year) payable in bimonthly installments (ii) the opportunity to earn an annual bonus of 2% of the Company’s earnings before interest, taxes, depreciation, and amortization (EBITDA) with respect to an applicable year for which the bonus is payable, provided that such bonus will not exceed two (2) times Mr. Albanna’s base salary, and (iii) eligible to earn an annual discretionary bonus as determined by the Board or its Compensation Committee in their sole discretion. In addition, for calendar year 2021, Mr. Albanna will be eligible to earn an additional discretionary bonus as determined by the Company. The term of Mr. Albanna’s engagement under the Amro Employment Agreement commences as of the Effective Date (as defined in the Amro Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Amro Employment Agreement. The term of Mr. Albanna’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Albanna or the Company. Under the Amro Employment Agreement, termination of Mr. Albanna by the Company for “Cause,” “Death,” or “Disability,” (as such terms are defined in the Amro Employment Agreement), or resignation by Mr. Albanna without “Good Reason” (as defined in the Amro Employment Agreement), will not require the Company to pay severance to Mr. Albanna. Upon any such termination, Mr. Albanna will be entitled to receive any Accrued Compensation (as defined in the Amro Employment Agreement), which in the case of termination by the Company for Cause or resignation by Mr. Albanna for Good Reason will not include payment of pro rata bonus; provided , however , if termination of Mr. Albanna by the Company without “Cause” or resignation by Mr. Albanna for “Good Reason,” then under the Amro Employment Agreement will require the Company to pay severance to Mr. Albanna. Upon any such termination, Mr. Albanna will be entitled to receive any Accrued Compensation and, subject to Mr. Albanna’s execution of an irrevocable release, receive (i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Albanna’s medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Amro Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Amro Employment Agreement, termination of Mr. Albanna by the Company without Cause or resignation by Mr. Albanna for Good Reason and a Change of Control (as defined in the Amro Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Albanna in connection to such termination. Upon such termination, Mr. Albanna will be entitled to receive any Accrued Compensation, and subject to Mr. Albanna’s execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of three times Mr. Albanna’s salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Albanna’s medical insurance premiums for a period of 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 Amro Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Mr. Albanna. To the extent any of the payments or benefits provided for under the Amro Employment Agreement or any other agreement or arrangement between Mr. Albanna and the Company (collectively, the “Payments”), (a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Mr. Albanna the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. 64 Corinne Pankovcin, Chief Mergers and Acquisitions Officer On November 14, 2021, the Company entered into a new employment agreement (the “Pankovcin Employment Agreement”) with the Company’s President, Corinne Pankovcin, pursuant to which Ms. Pankovcin will continue to serve as the Company’s President and Secretary until the date upon which Ms. Pankovcin’s employment may be terminated in accordance with the terms of the Pankovcin Employment Agreement. The term of Ms. Pankovcin’s engagement under the Pankovcin Employment Agreement commences as of the Effective Date (as defined in the Pankovcin Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Pankovcin Employment Agreement. The term of Ms. Pankovcin’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Ms. Pankovcin or the Company. Pursuant to the Pankovcin Employment Agreement, Ms. Pankovcin will receive: (i) a base salary at the annual rate of $250,000 for the remainder of calendar year 2021, and effective January 1, 2022, $385,000 (prorated for any partial year) payable in bimonthly installments and (ii) eligible to earn an annual discretionary bonus with a target amount of 45% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Pankovcin shall be eligible to earn an additional discretionary bonus as determined by the Company. Under the Pankovcin Employment Agreement, termination of Ms. Pankovcin by the Company for “Cause,” “Death,” or “Disability,” (as such terms are defined in the Pankovcin Employment Agreement), or resignation by Ms. Pankovcin for “Good Reason” (as defined in the Pankovcin Employment Agreement), will not require the Company to pay severance to Ms. Pankovcin. Upon any such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation (as defined in the Pankovcin Employment Agreement), which in the case of termination by the Company for Cause or resignation by Ms. Pankovcin for Good Reason will not include payment of pro rata bonus; provided , however , if termination of Ms. Pankovcin by the Company without “Cause” or resignation by Ms. Pankovcin for “Good Reason,” then under the Pankovcin Employment Agreement will require the Company to pay severance to Ms. Pankovcin. Upon any such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation and, subject to Ms. Pankovcin’s execution of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (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. Notwithstanding the foregoing, under the Pankovcin Employment Agreement, termination of Ms. Pankovcin by the Company without Cause or resignation by Ms. Pankovcin for Good Reason and a Change of Control (as defined in the Pankovcin Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms. Pankovcin in connection to such termination. Upon such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation, and subject to Ms. Pankovcin’s 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 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. Pankovcin. 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. 65 Thomas J. Farley, Chief Financial Officer On November 14, 2021, the Company entered into a new employment agreement (the “Farley Employment Agreement”) with the Company’s Chief Financial Officer, Thomas Farley, pursuant to which Mr. Farley will continue to serve as the Company’s Chief Financial Officer until the date upon which Mr. Farley’s employment may be terminated in accordance with the terms of the Farley Employment Agreement. The term of Mr. Farley’s engagement under the Farley Employment Agreement commences as of the Effective Date (as defined in the Farley Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Farley Employment Agreement. The term of Mr. Farley’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Farley or the Company. Pursuant to the Farley Employment Agreement, Mr. Farley will receive: (i) a base salary at the annual rate of $225,000 for the remainder of calendar year 2021, and effective January 1, 2022, $355,000 (prorated for any partial year) payable in bimonthly installments and, (ii) eligible to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Mr. Farley will be eligible to earn an additional discretionary bonus as determined by the Company. Under the Farley Employment Agreement, termination of Mr. Farley by the Company for “Cause,” “Death,” or “Disability,” (as such terms are defined in the Farley Employment Agreement), or resignation by Mr. Farley without “Good Reason” (as defined in the Farley Employment Agreement), will not require the Company to pay severance to Mr. Farley. Upon any such termination, Mr. Farley 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; provided , however , if termination of Mr. Farley by the Company without “Cause” or resignation by Mr. Farley for “Good Reason,” then under the Farley Employment Agreement will require the Company to pay severance to Mr. Farley. Upon any such termination, Mr. Farley 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 times Mr. 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. Notwithstanding the foregoing, under the Farley Employment Agreement, termination of Mr. Farley by the Company without Cause or resignation by Mr. Farley for Good Reason and a Change of Control (as defined in the Farley Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Farley in connection to such termination. Upon such termination, Mr. Farley will be entitled to receive any Accrued Compensation, and subject to Mr. Farley’s execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of two times Mr. Farley’s salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Farley’s medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to 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 Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Mr. Farley. To the extent any of the payments or benefits provided for under the Farley Employment Agreement or any other agreement or arrangement between Mr. Farley and the Company (collectively, the “Payments”), (a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Mr. Farley the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. 66 Shahrokh Shabahang, Chief Innovation Officer On November 14, 2021, the Company entered into a new employment agreement (the “Shabahang Employment Agreement”) with the Company’s Chief Innovation Officer, Shahrokh Shabahang, pursuant to which Mr. Shabahang will continue to serve as the Company’s Chief Innovation Officer until the date upon which Mr. Shabahang’s employment may be terminated in accordance with the terms of the Shabahang Employment Agreement. The term of Mr. Shabahang’s engagement under the Shabahang Employment Agreement commences as of the Effective Date (as defined in the Shabahang Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Shabahang Employment Agreement. The term of Mr. Shabahang’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Shabahang or the Company. Pursuant to the Shabahang Employment Agreement, Mr. Shabahang will receive: (i) a base salary at the annual rate of $210,000 for the remainder of calendar year 2021, and effective January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii) eligible to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Mr. Shabahang will be eligible to earn an additional discretionary bonus as determined by the Company. Under the Shabahang Employment Agreement, termination of Mr. Shabahang by the Company for “Cause,” “Death,” or “Disability,” (as such terms are defined in the Shabahang Employment Agreement), or resignation by Mr. Shabahang without “Good Reason” (as defined in the Shabahang Employment Agreement), will not require the Company to pay severance to Mr. Shabahang. Upon any such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation (as defined in the Shabahang Employment Agreement), which in the case of termination by the Company for Cause or resignation by Mr. Shabahang for Good Reason will not include payment of pro rata bonus; provided , however , if termination of Mr. Shabahang by the Company without “Cause” or resignation by Mr. Shabahang for “Good Reason,” then under the Shabahang Employment Agreement will require the Company to pay severance to Mr. Shabahang. Upon any such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation and, subject to Mr. Shabahang’s execution of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum cash-payment equal to the sum of (A) the product of two times Mr. Shabahangs’s salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Mr. Shabahang’s Target Bonus (as defined in the Shabahang Employment Agreement); (ii) provide reimbursement to Mr. Shabahang’s medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Shabahang Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Shabahang Employment Agreement, termination of Mr. Shabahang by the Company without Cause or resignation by Mr. Shabahang for Good Reason and a Change of Control (as defined in the Shabahang Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Shabahang in connection to such termination. Upon such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation, and subject to Mr. Shabahang’s execution of an irrevocable release, receive: (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of two times Mr. Shabahang’s salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Shabahang’s medical insurance premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award would otherwise expire). The Shabahang Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Mr. Shabahang. To the extent any of the payments or benefits provided for under the Shabahang Employment Agreement or any other agreement or arrangement between Mr. Shabahang and the Company (collectively, the “Payments”), (a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Mr. Shabahang the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. Rowena Albanna, Chief Operating Officer On November 14, 2021, the Company entered into a new employment agreement (the “Rowena Employment Agreement”) with the Company’s Chief Operating Officer, Rowena Albanna, pursuant to which Ms. Albanna will continue to serve as the Company’s Chief Operating Officer until the date upon which Ms. Albanna’s employment may be terminated in accordance with the terms of the Rowena Employment Agreement. 67 The term of Ms. Albanna’s engagement under the Rowena Employment Agreement commences as of the Effective Date (as defined in the Rowena Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Rowena Employment Agreement. The term of Ms. Albanna’s Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Ms. Albanna or the Company. Pursuant to the Rowena Employment Agreement, Ms. Albanna will receive: (i) a base salary at the annual rate of $210,000 for the remainder of calendar year 2021 and effective January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii) eligible to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Albanna will be eligible to earn an additional discretionary bonus as determined by the Company. Under the Rowena Employment Agreement, termination of Ms. Albanna by the Company for “Cause,” “Death,” or “Disability,” (as such terms are defined in the Rowena Employment Agreement), or resignation by Ms. Albanna for “Good Reason” (as defined in the Rowena Employment Agreement), will not require the Company to pay severance to Ms. Albanna. Upon any such termination, Ms. Albanna will be entitled to receive any Accrued Compensation (as defined in the Rowena Employment Agreement), which in the case of termination by the Company for Cause or resignation by Ms. Albanna for Good Reason will not include payment of pro rata bonus; provided , however , if termination of Ms. Albanna by the Company without “Cause” or resignation by Ms. Albanna for “Good Reason” (as such terms are defined in the Rowena Employment Agreement), then under the Rowena Employment Agreement will require the Company to pay severance to Ms. Albanna. Upon any such termination, Ms. Albanna will be entitled to receive any Accrued Compensation and, subject to Ms. Albanna’s execution of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Ms. Albanna’s medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Rowena Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Rowena Employment Agreement, termination of Ms. Albanna by the Company without Cause or resignation by Ms. Albanna for Good Reason and a Change of Control (as defined in the Rowena Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms. Albanna in connection to such termination. Upon such termination, Ms. Albanna will be entitled to receive any Accrued Compensation, and subject to Ms. Albanna’s execution of an irrevocable release, receive: (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the sum of (A) the product of two times Ms. Albanna’s salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Ms. Albanna’s Target Bonus; (ii) provide reimbursement to Ms. Albanna’s medical insurance premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award would otherwise expire). The Rowena Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Ms. Albanna. To the extent any of the payments or benefits provided for under the Rowena Employment Agreement or any other agreement or arrangement between Ms. Albanna and the Company (collectively, the “Payments”), (a) constitute an “excess parachute payment” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended and restated (the “Code”), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Company will pay or provide the greater (whichever gives Ms. Albanna the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. Christopher J. Porcelli, General Counsel, Chief People Officer and Corporate Secretary On September 30, 2025, the Company entered into an offer letter (the “Porcelli Letter”) with the Company’s General Counsel, Chief People Officer and Corporate Secretary, Christopher J. Porcelli, to serve as General Counsel, Chief People Officer and Corporate Secretary of the Company, effective September 30, 2025. The offer letter provides for, among other things, (i) an annual base salary of $350,000, (ii) at-will employment and eligibility to participate in the Company’s employee benefit plans generally available to senior executives, and (iii) an initial equity award under the Company’s equity incentive plan, subject to approval by the Compensation Committee, which is expected to vest over three years, subject to continued service. The Porcelli Letter is filed herewith as Exhibit 10.212. 68 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 31, 2026 (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) our executive officers and (iv) all directors and executive officers as a group. Shares are beneficially owned when an individual has voting and/or investment power over the shares or could obtain voting and/or investment power over the shares within 60 days of March 31, 2026. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Aditxt, Inc., 2569 Wyandotte Street, Suite 101, Mountain View, CA 94043. Number of shares of Common Stock Beneficially Owned Percentage Directors and Officers: Amro Albanna (1) 3 * % Shahrokh Shabahang, D.D.S., MS, Ph.D. (2) 7 * % Corinne Pankovcin (3) 1 * % Rowena Albanna (4) 2 * % Brian Brady (5) 4 * % Thomas J. Farley (6) 2 * % Charles Nelson (7) 2 * % Sylvia Hermina - * % Christopher Porcelli - * % All directors and executive officers as a group (9 persons) 21 * % * Less than 1% (1) Includes (i) 1 shares issuable pursuant to options that are fully vested; (ii) 1 share beneficially owned by the Albanna Family Trust, of which Mr. Albanna is the Trustee and (iii) 1 share directly owned by Mr. Albanna;. Mr. Albanna may be deemed to beneficially own the securities held by his wife Rowena Albanna, the Company’s Chief Operating Officer. (2) Includes (i) 1 shares issuable pursuant to options that are fully vested; (ii) 4 shares beneficially owned by the Shabahang-Hatami Family Trust of which Shahrokh Shabahang, D.D.S., MS, Ph.D. is the Trustee and (iii) 2 shares directly owned by Mr. Shabahang. (3) Includes 1 shares issuable pursuant to options that are fully vested. (4) Includes (i) 1 shares held directly by Ms. Albanna and (ii) 1 shares issuable pursuant to options that are fully vested. Ms. Albanna may be deemed to beneficially own the securities held by her husband Amro Albanna, the Company’s Chief Executive Officer. (5) Includes(i) 3 shares held directly by Mr. Brady; and (ii) 1 share issuable pursuant to options that are fully vested. (6) Includes(i) 1 share held directly by Mr. Farley and (ii) 1 shares issuable pursuant to options that are fully vested. (7) Includes(i) 1 share held by Siu Kim Athle International, LLC., over which Mr. Nelson has voting and dispositive control and (ii) 1 share issuable pursuant to options that are fully vested. Item 13. Certain Relationships and Related Transactions, and Director Independence Except as described below and except for employment arrangements which are described under “executive compensation,” during our fiscal years ended December 31, 2025 and December 31, 2024, there has not been, nor is there currently proposed, other than described below, any transaction in which we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at December 31, 2025 and 2024, and any of our directors, executive officers, holders of more than 5% of our Common Stock or any immediate family member of any of the foregoing had or will have a direct or indirect material interest. On May 22, 2025 Amro Albanna, the Chief Executive Officer of the Company, loaned $233,000 to the Company. The loan was evidenced by an unsecured promissory note (the “May 22nd Note”). Pursuant to the terms of the May 22nd Note, it will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of November 22, 2025 or an event of default, as defined therein. As of December 31, 2025, the May 22nd Note was fully paid off. 69 On February 15, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $205,000 to the Company. The loan was evidenced by an unsecured promissory note (the “February 15 th Note”). Pursuant to the terms of the February Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 15, 2024 or an event of default, as defined therein. As of December 31, 2025, the February 15 th Note was fully paid off. Review, Approval and Ratification of Related Party Transactions Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction. Item 14. Principal Accounting Fees and Services dbbmckennon acted as the Company’s independent registered public accounting firm for the years ended December 31, 2025 and 2024 and for the interim periods in such fiscal years. The following table shows the fees that were incurred by the Company for audit and other services provided by dbbmckennon for the years ended December 31, 2025 and 2024. Year Ended December 31, 2025 Year Ended December 31, 2024 Audit Fees (a) $ 247,203 $ 122,753 Tax Fees (b) - - Other Fees (c) 20,000 53,250 Total $ 267,203 $ 176,003 (a) Audit fees represent fees for professional services provided in connection with the audit of the Company’s annual financial statements and the review of its financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory or regulatory filings. (b) Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning. (c) Other fees represent fees related to our filing of certain Registration Statements. 70 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements: Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 (2) Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. 71 (3) Exhibits. EXHIBIT INDEX Exhibit No. Description 1.1 At The Market Offering Agreement dated December 20, 2022 between Aditxt, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 20, 2022) 2.1 Share Exchange Agreement, dated as of December 28, 2021 by and between AiPharma Group Ltd. and Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 28, 2021) 2.2 Amendment to Share Exchange Agreement by and between AiPharma Group Ltd. and Aditxt, Inc. (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2022) 2.3 Second Amendment to Share Exchange Agreement by and between AiPharma Group Ltd. and Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 16, 2022) 2.4 Arrangement Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of April 1, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 4, 2024) 2.5 Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of July 1, 2024(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 8, 2024) 2.6 Second Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of July 1, 2024(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 22, 2024) 2.7 Third Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of August 20, 2024(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 21, 2024) 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 3.2 Certificate of Amendment, dated June 29, 2020 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020) 3.3 Amended and Restated Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 3.4 Certificate of Designation Series A Preferred Stock (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-248491) 3.5 Certificate of Amendment, filed with the Secretary of State of the State of Delaware on May 24, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 25, 2021) 3.6 Certificate of Amendment, dated July 6, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 8, 2021) 3.7 Amendment No. 1 to Amended and Restated Bylaws of Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 8, 2022) 3.8 Certificate of Designation of Series B Preferred Stock, dated July 19, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 20, 2022) 3.9 Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 14, 2022) 3.10 Certificate of Designation for Series A-1 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 26, 2023) 3.11 Certificate of Designation for Series B-1 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024) 3.12 Certificate of Designation for Series B-2 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024) 3.13 Certificate of Designation for Series C-1 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 8, 2024) 3.14 Certificate of Designation for Series D-1 Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 8, 2024) 3.15 Certificate of Amendment to Certificate of Incorporation filed and effective with the Delaware Secretary of State on August 8, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 8, 2024) 3.16 Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024) 3.17 Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 12, 2025) 3.18 Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 31, 2025) 72 4.1 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021) 4.2 Form the Company’s common stock certificate (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 4.3 Form of Series A-1 Warrant Agent Agreement (including the terms of the Series A-1 Warrant) (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-248491) 4.4 Form of Series B-1 Warrant Agent Agreement (including the terms of the Series B-1 Warrant) (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-248491) 4.5 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 4.6 Form of Warrant (July 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2024) 4.7 Form of Amendment to Common Stock Purchase Warrants (July 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2024) 4.8 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024) 4.9 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 8, 2024) 4.10 Form of Pre-Funded Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024) 4.11 Form of Placement Agent Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024) 4.12 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 25, 2025) 10.1 Form of Promissory Note issued to Sekris Biomedical, Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.2 Warrant, dated March 8, 2018, issued to Sekris Biomedical, Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.3 Form of Private Placement Subscription Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.4 Patent Licensing Agreement, dated February 3, 2020 (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.5 Patent and Technology License Agreement, dated March 15, 2018 between Loma Linda University and Aditx Therapeutics, Inc. (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.6 Amendment Agreement to the Patent and Technology License Agreement, dated July 1, 2020 by and between Loma Linda University and Aditx Therapeutics, Inc. (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020) 10.7 2017 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 73 10.8 Consulting Agreement, dated March 1, 2018 between Aditx Therapeutics, Inc. and Canyon Ridge Development LLC d/b/a Mission Critical Solutions International (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.9 Form of July 2018 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.10 Form of July 2018 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.11 Form of April 2018 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.12 Form of March 2019 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.13 Form of October 2019 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.14 Form of October 2019 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.15 Form of January 2020 Note Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.16 Form of January 2020 Private Placement Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.17 Consulting Agreement by and between the Company and Salveo Diagnostics, Inc., dated November 18, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 23, 2020) 10.18 Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) 10.19 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) 10.20 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) 10.21 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) 10.22 Employment Agreement, dated as of February 24, 2021, by and between the Company and Amro Albanna (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 26, 2021) 10.23 2021 Omnibus Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 26, 2021) 10.24 Lease Agreement, dated as of May 4, 2021, by and between LS Biotech Eight, LLC as Landlord, and Aditxt Therapeutics, Inc., as Tenant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 10, 2021) 10.25 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.26 Placement Agency Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.27 Form of Placement Agent Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.28 Waiver and Defeasance Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.29 Secured Credit Agreement, dated as of August 27, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.30 Security Agreement, dated as of August 27, 2021 by and between AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.31 Security Agreement, dated as of August 27, 2021 by and between AiPharma Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.32 Security Agreement – AiPharma Limited and Aditxt (BVI Law) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 74 10.33 Floating Charge (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.34 Transaction Agreement, dated as of October 4, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.35 First Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 18, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.36 Second Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 27, 2021(incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.37 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Amro Albanna, Chief Executive Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.38 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Corinne Pankovcin, President and Secretary (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.39 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Thomas Farley, Chief Financial Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.40 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Shahrokh Shabahang, Chief Innovation Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.41 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Rowena Albanna, Chief Operating Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.42 Form of Warrant Reduction and Release Agreement dated as of November 24, 2021 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.43 First Amendment to Transaction Agreement dated November 30, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.44 Third Amendment to Secured Credit Agreement dated November 30, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.45 Second Amendment to Transaction Agreement dated December 7, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.46 Secured Credit Agreement, dated as of December 8, 2021, by and among the Company and the Target Company (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.47 Third Amendment to Transaction Agreement dated December 17, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.48 Fifth Amendment to Secured Credit Agreement dated December 22, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.49 Sixth Amendment to Secured Credit Agreement dated December 28, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.50 Employment Agreement between Aditxt, Inc. and Matthew Shatzkes, Chief Legal Officer and General Counsel (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.51 Forbearance Agreement and Seventh Amendment to Secured Credit Agreement dated as of February 14, 2022 by and among the Company, Cellvera Global Holdings LLC, Cellvera Holdings Ltd., Cellvera Asia Limited (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 75 10.52 Fourth Amendment to Transaction Agreement dated December 22,2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2022) 10.53 Series C Warrant Agent Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K/A filed on April 15, 2022) 10.54 Form of Placement Agent Warrant dated January 25, 2021 (incorporated by reference to the Registrant’s Annual Report on Form 10-K/A filed on April 15, 2022) 10.55 Forbearance Agreement and Eighth Amendment to Secured Credit Agreement dated as of March 31, 2022 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2022) 10.56 Security Agreement between Cellvera Holdings and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2022) 10.57 Security Agreement between Cellvera Development LLC and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2022) 10.58 Security Agreement between Cellvera Global Holdings and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2022) 10.59 Amended and Restated Security Agreement between Cellvera Asia Limited and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2022) 10.60 Revenue Sharing Agreement by and among Aditxt, Inc., Cellvera Global Holdings LLC and Cellvera Asia Limited dated as of March 31, 2022 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2022) 10.61 Form of Agreement for the Purchase and Sale of Future Receipts (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 3, 2022) 10.62 Amendment No. 1 to Series C Warrant Agent Agreement dated June 15, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) 10.63 Inducement Offer to Exercise Series C Common Stock Purchase Warrants (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) 10.64 Form of New Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) 10.65 Form of Placement Agent Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 15, 2022) 10.66 Subscription and Investment Representation Agreement, dated July 19, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 20, 2022) 10.67 Unsecured Promissory Note dated July 21, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 26, 2022) 10.68 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) 10.69 Form of August 2022 Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) 10.70 Form of August 2022 Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) 10.71 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) 10.72 Form of Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 10, 2022) 10.73 Form of First Amendment and Waiver effective as of August 31, 2022 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 7, 2022) 10.74 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 7, 2022) 10.75 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on September 15, 2022) 10.76 Form of Warrant (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on September 15, 2022) 10.77 Form of Placement Agent’s Warrant (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on September 15, 2022) 10.78 Form of Pre-Funded Warrant (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on September 15, 2022) 76 10.79 Amendment No. 2 to Series C Warrant Agent Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 23, 2022) 10.80 Form of Amended and Restated Unit Purchase Option (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 23, 2022) 10.81 Form of Consulting Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 21, 2023) 10.82 Form of Business Loan and Security Agreement dated April 4, 2023(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 7, 2023) 10.83 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 24, 2023) 10.84 Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 25, 2023) 10.85 Form of Business Loan and Security Agreement, dated April 24, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 25, 2023) 10.86 Form of Agreement for the Purchase and Sale of Future Receipts (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 31, 2023) 10.87 Unsecured Promissory Note dated May 25, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 31, 2023) 10.88 Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 16, 2023) 10.89 At The Market Offering Agreement dated December 20, 2022 between Aditxt, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 20, 2022) 10.90 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023) 10.91 Form of Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023) 10.92 Form of Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023) 10.93 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023) 10.94 Form of Business Loan and Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 7, 2023) 10.95 Subscription and Investment Representation Agreement, dated July 11, 2023, by and between Aditxt, Inc., and the purchaser signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 14, 2023) 10.96 Separation Agreement and General Release by and between Matthew Shatzkes and Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 27, 2023) 10.97 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023) 10.98 Form of Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023) 10.99 Form of Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023) 10.100 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2023) 10.101 Amendment to Separation Agreement and General Release dated August 15, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 21, 2023) 10.102 Form of Business Loan and Security Agreement dated August 23, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 28, 2023) 10.103 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 6, 2023) 10.104 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 6, 2023) 77 10.105 Form of Business Loan and Security Agreement dated November 7, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 9, 2023) 10.106 Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 1, 2023) 10.107 Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 8, 2023) 10.108 Assignment Agreement dated as of December 11, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023) 10.109 Form of December 2023 Secured Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023) 10.110 Form of September 2024 Secured Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023) 10.111 Form of Royalty Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023) 10.112 IP Security Agreement dated December 11, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023) 10.113 Security Agreement dated December 11, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 12, 2023) 10.114 Form of Consulting Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 22, 2023) 10.115 Form of Unsecured Promissory Note dated December 20, 2023 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 22, 2023) 10.116 Exchange Agreement, dated December 22, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 26, 2023) 10.117 Registration Rights Agreement, dated December 22, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 26, 2023) 10.118 Exchange Agreement, dated December 28, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024) 10.119 Form of Voting Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 2, 2024) 10.120 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024) 10.121 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024) 10.122 Form of Amendment No. 1 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024) 10.123 Form of Amendment No. 2 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024) 10.124 Form of Amendment No. 1 to September 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 5, 2024) 10.125 First Amendment to Asset Purchase Agreement dated January 4, 2024 by and among Aditxt, Inc., Pearsanta, Inc. and MDNA Life Sciences, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 9, 2024) 10.126 First Amendment to Agreement and Plan of Merger dated as of January 8, 2024, by and among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 9, 2024) 10.127 Form of Business Loan and Security Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024) 10.128 Assignment Agreement dated January 24, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024) 10.129 Form of Securities Purchase Agreement dated January 24, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024) 78 10.130 Patent Assignment dated January 24, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024) 10.131 Form of Voting Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 30, 2024) 10.132 Second Amendment to Agreement and Plan of Merger dated as of January 8, 2024, by and among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 2, 2024) 10.133 Form of Amendment No. 3 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 6, 2024) 10.144 Form of Amendment No. 2 to September 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 6, 2024) 10.145 Form of Unsecured Promissory Note dated February 7, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 9, 2024) 10.146 Unsecured Promissory Note dated February 15, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 16, 2024) 10.147 Engagement Letter dated February 16, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 21, 2024) 10.148 Assignment Agreement dated as of February 26, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 29, 2024) 10.149 Form of Amendment No. 4 to January 2024 Secured Notes (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 29, 2024) 10.150 Payoff Letter dated February 26, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 29, 2024) 10.151 Form of Unsecured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 1, 2024) 10.152 Third Amendment to Agreement and Plan of Merger dated as of February 29, 2024, by and among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 4, 2024) 10.153 Unsecured Promissory Note dated March 7, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 11, 2024) 10.154 Unsecured Promissory Note dated April 10, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 12, 2024) 10.155 Reinstatement and Fourth Amendment to the Merger Agreement dated May 2, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on May 3, 2024) 10.156 Common Stock Purchase Agreement dated as of May 2, 2024 by and among Aditxt, Inc. and the Investor (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 7, 2024) 10.157 Registration Rights Agreement dated as of May 2, 2024 by and between the Investor and Aditxt, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 7, 2024) 10.158 Form of Securities Purchase Agreement dated as of May 2, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 8, 2024) 79 10.159 Form of Registration Rights Agreement dated as of May 2, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 8, 2024) 10.160 Unsecured Promissory Note dated May 9, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 13, 2024) 10.161 Form of Senior Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 22, 2024) 10.162 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 28, 2024) 10.163 Form of Senior Note (May 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 28, 2024) 10.164 Unsecured Promissory Note dated June 20, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 25, 2024) 10.165 Form of Securities Purchase Agreement (July 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2024) 10.166 Form of Senior Note (July 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2024) 10.167 Amended and Restated Agreement and Plan of Merger among Aditxt, Inc., Adifem, Inc. f/k/a Adicure, Inc. and Evofem Biosciences, Inc. dated as of July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024) 10.168 Waiver Agreement by and between Evofem Biosciences, Inc., Aditxt, Inc. and Adifem, Inc. dated July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024) 10.169 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024) 10.170 Form of Senior Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024) 10.171 Securities Purchase Agreement by and among Evofem Biosciences, Inc. and Aditxt, Inc. dated July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024) 10.172 Registration Rights Agreement by and among Evofem Biosciences, Inc. and Aditxt, Inc. dated July 12, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 18, 2024) 10.173 Exchange Agreement dated August 7, 2024 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 8, 2024) 10.174 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024) 10.175 Form of Lock-Up Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 9, 2024) 10.176 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 13, 2024) 10.177 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 13, 2024) 10.178 Amendment No. 1 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on August 19, 2024) 10.179 Form of Waiver to Senior Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 28, 2024) 10.180 Form of Letter Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 28, 2024) 10.181 Amendment No. 2 to Amended and Restated Agreement and Plan of Merger dated as of September 6, 2024, by and among Aditxt, Inc., Adifem, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 6, 2024) 10.182 Form of Senior Note (September 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024) 80 10.183 Form of Securities Purchase Agreement (September 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024) 10.184 Form of Registration Rights Agreement (September 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024) 10.185 Market Development and Collaboration Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 23, 2024) 10.186 Amendment No. 3 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024) 10.187 Form of Securities Purchase Agreement (Oct 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024) 10.188 Form of Registration Rights Agreement (Oct 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 3, 2024) 10.189 Form of Securities Purchase Agreement (Oct 28, 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 30, 2024) 10.190 Form of Registration Rights Agreement (Oct 28, 2024) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 30, 2024) 10.191 Amendment No. 4 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 19, 2024) 10.192 Settlement Agreement dated March 5, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2025) 10.193 Form of Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2025) 10.194 Amendment No. 5 to Amended and Restated Merger Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 24, 2025) 10.195 Securities Purchase Agreement by and between Evofem Biosciences, Inc. and Aditxt, Inc. dated April 9, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 9, 2025) 10.196 Form of Senior Subordinated Convertible Note of Evofem Biosciences, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 9, 2025) 10.197 Form of Warrant of Evofem Biosciences, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 9, 2025) 10.198 Waiver Agreement by and between Evofem Biosciences, Inc., Aditxt, Inc. and Adifem, Inc. dated April 8, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 9, 2025) 10.199 Call Option Agreement by and among Aditxt, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology fund DE, L.P., and Evofem Biosciences, Inc. dated April 10, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 15, 2025) 10.200 Form of Senior Note (April 2025) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 25, 2025) 10.201 Securities Purchase Agreement dated May 9, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 15, 2025) 81 10.202 Senior Secured Note, dated May 9, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 15, 2025) 10.203 Form of Forbearance Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 15, 2025) 10.204 Unsecured Promissory Note dated May 22, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 27, 2025) 10.205 Unsecured Promissory Note dated June 5, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 9, 2025) 10.206 Form of Unsecured Promissory Note dated June 20, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 25, 2025) 10.207 Form of Senior Note (June 2025) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 1, 2025) 10.208 Securities Purchase Agreement by and between Evofem Biosciences Inc. and Aditxt, Inc. dated June 26, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 1, 2025) 10.209 Form of Senior Subordinated Convertible Note of Evofem Biosciences, Inc. (June 2025) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 1, 2025) 10.210 Form of Warrant of Evofem Biosciences, Inc. (June 2025) (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 1, 2025) 10.211 Amendment No. 6 to Amended and Restated Merger Agreement 10.212 Officer Letter with Christopher . Porcelli dated September 30, 2025 23.1 Consent of dbb mckennon , independent registered public accounting firm 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Principal Executive, Financial, and Accounting Officers under Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Clawback Policy (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on April 16, 2024) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 82 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 31 st day of March 2026. Aditxt, Inc. By: /s/ Amro Albanna Name: Amro Albanna Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amro Albanna and Thomas J. Farley, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place, or stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Amro Albanna Chief Executive Officer March 31, 2026 Amro Albanna (Principal Executive Officer) /s/ Thomas J. Farley Chief Financial Officer March 31, 2026 Thomas J. Farley (Principal Financial and Accounting Officer) /s/ Brian Brady Director March 31, 2026 Brian Brady /s/ Sylvia Hermina Director March 31, 2026 Sylvia Hermina /s/ Charles Nelson Director March 31, 2026 Charles Nelson /s/ Shahrokh Shabahang Chief Innovation Officer and Director March 31, 2026 Shahrokh Shabahang 83 ADITXT, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Page Report of Independent Registered Public Accounting Firm (PCAOB ID# 3501 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-7 Consolidated Notes to Financial Statements F-8 F- 1 PART I - FINANCIAL INFORMATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Aditxt, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aditxt, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows, for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s net losses and negative cash flow from operations, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ dbbmckennon We have served as the Company’s auditor since 2018. San Diego, California March 31, 2026 F- 2 Item 1. Financial Statements ADITXT, INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash $ 3,198,599 $ 833,031 Accounts receivable, net - 43,435 Inventory 5,774 11,245 Prepaid expenses 617,362 3,379 Subscription receivable - 1,108,751 TOTAL CURRENT ASSETS 3,821,735 1,999,841 Fixed assets, net 880,241 1,547,774 Intangible assets, net 2,778 6,111 Deposits 61,586 87,672 Right of use asset 1,204,526 1,225,781 Convertible notes receivable, at fair value 3,899,859 - Investment in Evofem 6,646,056 27,277,211 TOTAL ASSETS $ 16,516,781 $ 32,144,390 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 7,693,410 $ 13,212,239 Mandatorily Redeemable A-1 Preferred Stock ( 678 and 0 shares) 779,049 - Mandatorily Redeemable C-1 Preferred Stock ( 896 and 1,178 shares) 1,030,667 1,354,774 Stock payable - 2,250,000 Notes payable, related party - 115,000 Notes payable, net of discount 1,855,445 5,537,860 Financing on fixed assets - 147,823 Deferred rent 53,443 106,075 Operating lease liability, current 808,179 683,352 TOTAL CURRENT LIABILITIES 12,220,193 23,407,123 Operating lease liability, long term 342,904 436,354 Derivative liability 2 14,517 TOTAL LIABILITIES 12,563,099 23,857,994 COMMITMENTS AND CONTINGENCIES - - MEZZANINE EQUITY Series C-1 Convertible Preferred stock, $ 0.001 par value, 10,853 shares authorized, zero and 7,195 shares issued and outstanding, respectively - 7,195,000 TOTAL MEZZANINE EQUITY - 7,195,000 STOCKHOLDERS’ EQUITY Preferred stock, $ 0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively - - Series A-1 Convertible Preferred stock, $ 0.001 par value, 22,280 shares authorized, 20,864 and 22,071 shares issued and outstanding, respectively 21 22 Series B Preferred stock, $ 0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively - - Series B-1 Convertible Preferred stock, $ 0.001 par value, 6,000 shares authorized, 2,689 and 2,689 shares issued and outstanding, respectively 3 3 Series B-2 Convertible Preferred stock, $ 0.001 par value, 2,625 shares authorized, 2,625 and 2,625 shares issued and outstanding, respectively 3 3 Series C Preferred stock, $ 0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively - - Series D-1 Preferred stock, $ 0.001 par value, 4,186 shares authorized, zero and zero shares issued and outstanding, respectively - - Common stock, $ 0.001 par value, 1,000,000,000 and 100,000,000 shares authorized, 411,500 and 194 shares issued and 411,499 and 193 shares outstanding, respectively 412 1 Treasury stock, 1 and 1 shares, respectively ( 201,605 ) ( 201,605 ) Additional paid-in capital 214,365,470 169,970,721 Accumulated deficit ( 209,808,770 ) ( 168,094,569 ) Accumulated other comprehensive income 1,254,170 - TOTAL ADITXT, INC. STOCKHOLDERS’ EQUITY 5,609,704 1,674,576 NON-CONTROLLING INTEREST ( 1,656,022 ) ( 583,180 ) TOTAL STOCKHOLDERS’ EQUITY 3,953,682 1,091,396 TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY $ 16,516,781 $ 32,144,390 See accompanying notes to the consolidated financial statements. F- 3 ADITXT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended Year Ended December 31, 2025 December 31, 2024 REVENUE Sales $ 3,195 $ 133,985 Cost of goods sold 2,927 627,474 Gross profit (loss) 268 ( 493,489 ) OPERATING EXPENSES General and administrative expenses $ 0 and $ 33,071 in stock-based compensation, respectively 15,974,863 16,286,216 Research and development $ 10,000 and $ 6,712,663 in stock-based compensation, respectively 3,194,133 10,886,130 Sales and marketing $ 473,311 and $ 0 in stock-based compensation, respectively 401,996 197,863 Total operating expenses 19,570,992 27,370,209 NET LOSS FROM OPERATIONS ( 19,570,724 ) ( 27,863,698 ) OTHER INCOME (EXPENSE) Interest expense ( 681,156 ) ( 4,188,725 ) Interest income 200,179 1,454 Amortization of debt discount ( 1,706,697 ) ( 3,174,920 ) Gain (loss) on note exchange agreement - ( 208,670 ) Change in fair value of derivative liability 14,515 414,501 Change in fair value of Evofem warrants 2,806,983 - Impairment of Evofem F-1 Preferred Stock ( 23,766,209 ) - Bargain purchase gain from purchase of Evofem convertible notes 328,071 - Impairment of fixed assets ( 412,005 ) - Total other expense ( 23,216,319 ) ( 7,156,360 ) Net loss before income taxes ( 42,787,043 ) ( 35,020,058 ) Income tax provision - - NET LOSS $ ( 42,787,043 ) $ ( 35,020,058 ) Deemed Dividends ( 1,387,250 ) ( 5,907,011 ) NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST ( 1,072,842 ) ( 573,572 ) NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES $ ( 43,101,451 ) $ ( 40,353,497 ) Net loss per share, basic and diluted $ ( 1,153.83 ) $ ( 22,147,415.22 ) Weighted average number of shares outstanding during the period, basic and diluted 37,355 2 COMPREHENSIVE LOSS: Net Loss $ ( 42,787,043 ) $ ( 35,020,058 ) Other Comprehensive Loss: Change in valuation of Evofem note 1,254,170 - TOTAL COMPREHENSIVE LOSS $ ( 41,532,873 ) $ ( 35,020,058 ) See accompanying notes to the consolidated financial statements. F- 4 ADITXT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY YEAR ENDED DECEMBER 31, 2025 AND 2024 Preferred A-1 Shares Preferred A-1 Shares Par Preferred B-1 Shares Preferred B-1 Shares Par Preferred B-2 Shares Preferred B-2 Shares Par Common Shares Outstanding Common Shares Par Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Non- Controlling Interest Total Stockholders’ Equity Preferred C-1 Shares Redeemable Preferred C-1 Total Mezzanine Equity Balance December 31, 2024 22,071 $ 22 2,689 $ 3 2,625 $ 3 193 $ 1 $ ( 201,605 ) $ 169,970,721 $ ( 168,094,569 ) $ - $ ( 583,180 ) $ 1,091,396 7,195 $ 7,195,000 $ 7,195,000 Issuance of shares for registered direct offering, net of issuance costs - - - - - - 348,778 352 - 17,846,356 - - - 17,846,708 - - - Issuance of shares under ELOC, net of issuance costs - - - - - - 55,218 56 - 28,531,461 - - - 28,531,517 - - - Redemption of C-1 preferred stock - - - - - - - - - ( 917,069 ) - - - ( 917,069 ) ( 4,932 ) ( 6,110,000 ) ( 6,110,000 ) Reclass of C-1 preferred stock to Mandatorily Redeemable Preferred Stock - - - - - - - - - ( 163,440 ) - - - ( 163,440 ) ( 2,263 ) ( 1,085,000 ) ( 1,085,000 ) Acquisition of patent - - - - - - - - - 10,000 - - - 10,000 - - - Redemption of A-1 preferred stock ( 529 ) - - - - - - - - ( 308,000 ) - - - ( 308,000 ) - - - Reclass of A-1 preferred stock to Mandatorily Redeemable Preferred Stock ( 678 ) ( 1 ) - - - - - - - ( 1,079,046 ) - - - ( 1,079,047 ) - - - Warrants issued for services - - - - - - - - - 473,311 - - - 473,311 - - - Rounding from reverse stock split - - - - - - 7,310 3 - 1,176 - - - 1,179 - - - Change in valuation of Evofem note - - - - - - - - - - - 1,254,170 - 1,254,170 - - - Net loss - - - - - - - - - - ( 41,714,201 ) - ( 1,072,842 ) ( 42,787,043 ) - - - Balance December 31, 2025 20,864 $ 21 2,689 $ 3 2,625 $ 3 411,499 $ 412 $ ( 201,605 ) $ 214,365,470 $ ( 209,808,770 ) $ 1,254,170 $ ( 1,656,022 ) $ 3,953,682 - $ - $ - See accompanying notes to the consolidated financial statements. F- 5 ADITXT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY YEAR ENDED DECEMBER 31, 2025 AND 2024 Preferred A-1 Shares Preferred A-1 Shares Par Preferred B-1 Shares Preferred B-1 Shares Par Preferred B-2 Shares Preferred B-2 Shares Par Preferred D-1 Shares Preferred D-1 Shares Par Common Shares Outstanding Common Shares Par Treasury Stock Additional Paid-in Capital Accumulated Deficit Non- Controlling Interest Total Stockholders’ Equity Preferred C-1 Shares Redeemable Preferred C-1 Total Mezzanine Equity Balance December 31, 2023 22,280 $ 22 - $ - 2,625 $ 3 - $ - 41 $ - $ ( 201,605 ) $ 143,999,018 $ ( 127,741,072 ) $ ( 9,608 ) $ 16,046,758 - $ - $ - Stock option compensation - - - - - - - - - - - 32,918 - - 32,918 - - - MDNA asset purchase - - - - - - - - 1 - - 1,008,668 - - 1,008,668 - - - Brain asset purchase - - 6,000 6 - - - - - - - 5,970,437 - - 5,970,443 - - - Issuance of shares for settlement - - - - - - - - 1 - - 1,599,999 - - 1,599,999 - - - Restricted stock unit compensation - - - - - - - - 1 - - 153 - - 153 - - - Issuance of shares for offering, net of issuance costs - - - - - - 4,186 4 - - - ( 532,164 ) - - ( 532,160 ) 4,186 4,186,000 4,186,000 Issuance of shares for debt issuance costs - - - - - - - - 1 - - 662,717 - - 662,717 - - - Modification of warrants - - - - - - - - - - - 4,137 ( 4,137 ) - - - - - Issuance of shares for registered direct offering, net of issuance costs - - - - - - - - 36 - - 3,022,939 - - 3,022,939 - - - Issuance of shares under ELOC, net of issuance costs - - - - - - - - 105 1 - 12,739,556 - - 12,739,557 - - - Exchange of warrants for Series C-1 Convertible Preferred Stock - - - - - - - - - - - ( 6,000,006 ) - - ( 6,000,006 ) 6,000 6,000,000 6,000,000 Liquidation damages - - - - - - - - - - - ( 1 ) - - ( 1 ) 667 667,000 667,000 Conversion of Series A-1 Convertible Preferred stock ( 209 ) - - - - - - - 1 - - ( 1 ) - - ( 1 ) - - - Conversion of Series B-1 Convertible Preferred stock - - ( 3,311 ) ( 3 ) - - - - 4 - - 1 - - ( 2 ) - - - Exercise of warrants - - - - - - - - 1 - - 1,246,489 - - 1,246,489 - - - Issuance of warrants as debt issuance costs - - - - - - - - - - - 913,713 - - 913,713 - - - Modifications of warrants as debt issuance costs - - - - - - - - - - - 376,901 - - 376,901 - - - Modifications of warrants - - - - - - - - - - - 5,902,874 ( 5,902,874 ) - - - - - Derivative liability from conversion feature on preferred stock - - - - - - - - - - - ( 429,018 ) - - ( 429,018 ) - - - Rounding from reverse stock split - - - - - - - - 1 - - 21 - - 21 - - - Redemption of C-1 preferred stock - - - - - - - - - - - ( 548,602 ) - - ( 548,602 ) ( 3,658 ) ( 3,658,000 ) ( 3,658,000 ) Redemption of D-1 preferred stock - - - - - - ( 4,186 ) ( 4 ) - - - ( 28 ) - - ( 32 ) - - - Net loss - - - - - - - - - - - - ( 34,446,486 ) ( 573,572 ) ( 35,020,058 ) - - - Balance December 31, 2024 22,071 $ 22 2,689 $ 3 2,625 $ 3 - $ - 193 $ 1 $ ( 201,605 ) $ 169,970,721 $ ( 168,094,569 ) $ ( 583,180 ) $ 1,091,396 7,195 $ 7,195,000 $ 7,195,000 See accompanying notes to the consolidated financial statements. F- 6 ADITXT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended Year Ended December 31, 2025 December 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 42,787,043 ) $ ( 35,020,058 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 473,311 33,071 Stock-based compensation from asset purchase 10,000 6,712,663 Depreciation expense 269,271 613,918 Amortization of intangible assets 3,333 3,333 Amortization of debt discount - note payable 1,706,697 3,174,920 Amortization of debt discount - note receivable ( 220,689 ) - Loss on note exchange agreement - 208,670 Modification of warrants for debt issuance costs - 376,901 New principal from extension of notes, net of debt discount - 451,974 Change in fair value of derivative liability ( 14,515 ) ( 414,501 ) Change in fair value of Evofem warrants ( 2,806,983 ) - Impairment of Evofem F-1 preferred stock 23,766,209 - Disposal of fixed assets - 3,000 Bargain purchase gain from purchase of Evofem convertible notes ( 328,071 ) - Impairment of fixed assets 412,005 - Changes in operating assets and liabilities: Accounts receivable 43,435 364,891 Prepaid expenses ( 613,983 ) 214,011 Deposits 26,086 18,738 Inventory 5,471 734,257 Accounts payable and accrued expenses ( 5,632,893 ) 5,095,091 Settlement liability - 667,000 Net cash used in operating activities ( 25,688,359 ) ( 16,762,121 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets ( 13,743 ) - Investment in convertible notes receivable and warrants ( 2,425,000 ) - Investment in Evofem F-1 preferred stock - ( 5,000,000 ) Net cash used in investing activities ( 2,438,743 ) ( 5,000,000 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable, related party 678,000 467,000 Proceeds from notes and convertible notes payable, net of offering costs 1,191,018 4,149,153 Repayments of note payable, related party ( 793,000 ) ( 727,000 ) Repayments of note payable ( 6,613,882 ) ( 5,287,942 ) Common stock, preferred stock, and warrants issued for cash, net of issuance costs 44,128,225 21,166,343 Cash from subscription receivable 1,108,751 4,335,877 Proceeds from exercises of warrants - 1,246,490 Redemptions of A-1 preferred stock ( 308,000 ) - Redemptions of C-1 preferred stock ( 8,898,442 ) ( 2,851,839 ) Redemptions of D-1 preferred stock - ( 32 ) Net cash provided by financing activities 30,492,670 22,498,050 NET INCREASE IN CASH 2,365,568 735,929 CASH AT BEGINNING OF PERIOD 833,031 97,102 CASH AT END OF PERIOD $ 3,198,599 $ 833,031 Supplemental cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest $ 2,465,546 $ 1,235,640 NONCASH INVESTING AND FINANCING ACTIVITIES: Issuance of shares for the conversion of notes payable $ - $ 500,000 Debt discount from shares issued as inducement for note payable $ - $ 1,576,431 Warrant modification $ - $ 5,907,011 Issuance of shares in asset purchase $ - $ 266,448 Shares issued for settlement $ - $ 1,600,000 Return of notes payable from Evofem merger agreement $ - $ 11,174,246 Accrued interest rolled into notes payable $ 33,752 $ 538,223 Settlement of liability for Series C-1 Convertible Preferred Stock $ $ 667,000 Subscription receivable $ - $ - Exchange of warrants for Series C-1 convertible preferred stock $ - $ 6,000,000 Derivative liability from conversion feature on preferred stock $ - $ 429,018 ELOC payable $ 328,071 $ - Series C-1 redemption payable $ 237,498 $ 1,354,774 ELOC commitment fee stock payable $ 2,250,000 $ 2,250,000 Loan in escrow $ 2,000,000 $ - Reclassification of series A-1 preferred shares to liabilities $ 517,444 $ - Write off of financed asset $ 147,823 $ - Initial recognition of lease liability and right of use asset $ 800,359 $ - See accompanying notes to the consolidated financial statements. F- 7 ADITXT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditxt, Inc. ® is an innovation platform dedicated to discovering, developing, and deploying promising innovations. Aditxt’s ecosystem of research institutions, industry partners, and shareholders collaboratively drives their mission to “Make Promising Innovations Possible Together.” The innovation platform is the cornerstone of Aditxt’s strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model that democratizes innovation, ensures every stakeholder’s voice is heard and valued, and empowers collective progress. Reverse Stock Splits On October 2, 2024, the Company effectuated a 1-for-40 reverse stock split (the “2024 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on October 3, 2024. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the 2024 Reverse Split. On March 14, 2025, the Company effectuated a 1-for-250 reverse stock split (the “2025 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 17, 2025. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the 2025 Reverse Split. On March 14, 2025, Pearsanta effectuated a 1-for-60 reverse stock split (the “2025 Pearsanta Reverse Split”). There was no change to the number of authorized shares of Pearsanta’s common stock. All Pearsanta share amounts referenced in this report are adjusted to reflect the 2025 Pearsanta Reverse Split. On November 3, 2025, the Company effectuated a 1-for-113 reverse stock split (the “November 2025 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on November 3, 2025. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the November 2025 Reverse Split. On March 9, 2026, the Company effectuated a 1-for-8 reverse stock split (the “March 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 9, 2026. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the March 2026 Reverse Split. Reclassification of Previously Reported Preferred Stock Information Certain prior period amounts have been reclassified to conform to the current presentation related to the Company’s Preferred C-1 shares. As of December 31, 2024, the Company had 8,373 shares of Preferred C-1 outstanding, each with a stated value of $ 1,000 , for an aggregate stated value of $ 8,373,000 . These shares were initially presented within mezzanine equity. Subsequent analysis determined that the 1,178 of the Preferred C-1 shares which were mandatorily redeemable and classified as a liability should have reduced the mezzanine equity from $ 8,373,000 to $ 7,195,000 . After giving effect to the proper classification, mezzanine equity should have reflected 7,195 shares of Preferred C-1 outstanding with an aggregate stated value of $ 7,195,000 , and additional paid-in capital (“APIC”) should have increased by $ 1,178,109 to $ 169,970,721 . As a result of this reclassification, total stockholders’ equity as of December 31, 2024, should have been $ 1,091,396 . The reclassification did not affect the Company’s net income, cash flows, or total assets and liabilities for the period. Management has evaluated the impact of this reclassification and concluded that it was not material to the consolidated financial statements. F- 8 Risks and Uncertainties The Company has a limited operating history and is in the very early stages of generating revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated significant revenues to date. During the year ended December 31, 2025, the Company had a net loss of $ 42,787,043 and negative cash flow from operating activities of $ 25,688,359 As of December 31, 2025, the Company’s cash balance was $ 3,198,599 . As of December 31, 2025, the Company was not subject to the offering limits in General Instruction I.B.6 of Form S-3 (the “Baby Shelf Limitation”). Thus, the maximum amount of securities that the Company could offer and sell under its shelf registration statement on Form S-3 as of December 31, 2025 was $ 54,053,691 . If we are delisted from Nasdaq, but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock, warrants and pre-funded warrants would likely be significantly adversely affected. A delisting of our common stock from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners. The Company continues to actively pursue numerous capital raising transactions with the objective of obtaining sufficient bridge funding to meet the Company’s existing capital needs as well as more substantial capital raises to meet the Company’s longer-term needs. In addition, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company’s ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to continue as a going concern. The Company has the ability to raise capital from equity or debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties. The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances, and other initiatives to strengthen the Company. F- 9 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Use of 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. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates, with the exception of the derivative liability. The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2025. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liability $ 2 $ — $ 2 $ — $ 2 Investment in Evofem warrants 3,135,054 — 3,135,054 — 3,135,054 Evofem Note 3,899,859 — — 3,899,859 3,899,859 Total $ 7,034,915 $ — $ 3,135,056 $ 3,899,859 $ 7,034,915 The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2024. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liability $ 14,517 — $ 14,517 — $ 14,517 F- 10 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. Cash Cash includes short-term, liquid investments with maturities less than 90 days. Accounts Receivable and Current Expected Credit Losses Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2025 and 2024, gross accounts receivable was $ 0 and $ 121,582 , respectively. As of December 31, 2025 and 2024, there was a current expected credit loss of $0 and $ 78,147 , respectively. Accounts receivable is made up of billed and unbilled of $ 0 and $ 0 as of December 31, 2025, respectively, and $ 120,296 and $ 1,286 as of December 31, 2024, respectively. Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Useful lives assigned to fixed assets are as follows: Computers Three years to five years Lab Equipment Seven to ten years Office Furniture Five to ten years Other Fixed Assets Five to ten years Leasehold Improvements Shorter of estimated useful life or remaining lease term F- 11 Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Convertible Notes Receivable The Company accounts for its convertible notes receivable in accordance with the FASB Accounting Standards Codification 320, Investments – Debt and Equity Securities (“ASC 320”). The convertible notes receivable are classified as available for sale. Amortization of discount or premium as well as loan origination, commitment, and other fees and costs recognized as an adjustment of the effective interest rate are to be included in interest income. The convertible notes receivable are presented as the carrying value net of any impairment. (See Note 7) Allowance for Credit Losses The Company maintains an allowance for credit losses on convertible notes receivable measured at amortized cost within the scope of ASC 326, Financial Instruments—Credit Losses . The allowance for credit losses represents management’s estimate of expected lifetime credit losses and is measured using the current expected credit loss (“CECL”) model. In developing the allowance, the Company considers a combination of quantitative and qualitative factors, including (i) historical loss experience for assets with similar risk characteristics, (ii) current economic conditions, and (iii) reasonable and supportable forecasts of future economic conditions that may affect the collectability of the related financial assets. Financial assets that do not share similar risk characteristics are evaluated on an individual basis. The Company updates its estimates of expected credit losses at each reporting date. For convertible notes receivable, expected credit losses are based on specific analyses of the borrower’s financial condition, the value of underlying collateral when applicable, collectability, and other relevant factors. Management believes the allowance for credit losses as of the reporting date is adequate to absorb the Company’s expected losses over the contractual lives of the related financial assets. Investments The Evofem investment is included in its own line item on the Company’s consolidated balance sheets. Under ASC 321, the Company accounts for equity investments at fair value. If fair value is not readily determinable or marketable, the Company values at cost less impairment. Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any. All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net. We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investee’s financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value. For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary. The Evofem F-1 Preferred Stock is recorded at cost less impairment and the Evofem warrants are recorded at fair value. The Evofem F-1 Preferred Stock is recorded as cost due to it being a non-marketable equity investment. The Evofem warrants are valued at fair market value due to having a readily determinable fair value. F- 12 The following table sets forth a summary of the components in equity investments. December 31, 2025 Evofem warrants, at fair value $ 3,135,054 Evofem F-1 Preferred Stock, net 3,511,002 As of December 31, 2025 $ 6,646,056 The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321 for the shares of Evofem F-1 Preferred Stock and fair value for the Evofem warrants. For the year ended December 31, 2025 As of December 31, 2024 $ 27,277,211 Evofem warrants 328,071 Impairment of F-1 Preferred Stock ( 23,766,209 ) Change in fair value of Evofem Warrants 2,806,983 As of December 31, 2025 $ 6,646,056 The investment in Evofem F-1 Preferred Stock has been impaired $ 23,766,209 to date. During the year ended December 31, 2025, the Company recorded a change in the fair value of the Evofem warrants of $ 2,806,983 . In August of 2025, Evofem issued a like kind security of the Evofem F-1 Preferred Stock. The issuance of the like kind security was a triggering event to the Evofem F-1 Preferred Stock resulting in a revaluation of the fair market value of the Evofem F-1 Preferred Stock. The Evofem Preferred F-1 Preferred Stock was valued via the market value of invested capital method, which yielded a fair market value of $ 3,511,002 . Impairment of long-lived assets The Company reviews and evaluates the net carrying value of its long-lived assets at least annually, or upon the occurrence of other events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. Per ASC 360-10-35-21, a long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Per ASC 360-10-35-17, an impairment loss shall be recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. During the year ended December 31, 2025, the Company recorded an impairment on its fixed assets of $ 412,005 . (See Note 4) Accounts Payable and Accrued Expenses As of December 31, 2025 and 2024, accounts payable and accrued expenses was comprised of: December 31, 2025 December 31, 2024 Accounts payable $ 7,340,490 $ 10,192,373 Accrued wages 52,689 1,130,181 Accrued interest 300,041 1,889,527 Other 190 158 Total accounts payable and accrued expenses $ 7,693,410 $ 13,212,239 F- 13 Derivative Liability The Company evaluates its options, warrants, other equity instruments, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company has determined that a derivative feature exists on its shares of 20,864 shares of Series A-1 Convertible Preferred Stock, 2,689 shares of Series B-1 Convertible Preferred Stock, and 2,625 shares of Series B-2 Convertible Preferred Stock. This derivative arose from a conversion feature of these classes of preferred stock that allows for 50 % additional shares to be issued under certain circumstances, in this case a default on one of the Company’s leases. (See Note 11) The Company valued the derivative based on the conversion formula outlined in the certificate of designation for the preferred stock. Per the formula, the stated value was $ 1,000 , with an additional premium of 50 %, and alternative conversion amount per share of $ 4,000 , and a floor price of $ 8,027,520 for the Series A-1 Convertible Preferred Stock, $ 7,340,480 for the Series B-1 Convertible Preferred Stock, and $ 8,515,680 for the Series B-2 Convertible Preferred Stock. The following table sets forth a summary of the fair value of the derivative liability. December 31, 2025 Fair value of derivative liability of Series A-1 Convertible Preferred Stock - Fair value of derivative liability of Series B-1 Convertible Preferred Stock 1 Fair value of derivative liability of Series B-2 Convertible Preferred Stock 1 Total derivative liability $ 2 Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2025 and December 31, 2024, the Company had a full valuation allowance against its deferred tax assets. Offering Costs Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. F- 14 Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services relating to the AditxtScore™ are recognized when the AditxtScore TM report is delivered to the customer. The services performed include the analysis of specimens received in the Company’s CLIA laboratory and the generation of results which are then delivered upon completion. The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Company’s contractual arrangements. Leases The Company determines if an arrangement is a lease or implicitly contains a lease as well as if the lease is classified as an operating or finance lease in accordance with ASC 842, Leases (ASC 842), at inception based on the lease definition. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date or the adoption date for existing leases based on the present value of lease payments over the lease term using an estimated discount rate. Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. We have made a policy election regarding our real estate leases not to separate nonlease components from lease components, to the extent they are fixed. Nonlease components that are not fixed are expensed as incurred as variable lease expense. Our leases for laboratory and office facilities typically include variable nonlease components, such as common-area maintenance costs. We have also elected not to record on the consolidated balance sheets a lease that has a lease term of twelve months or less and does not contain a purchase option that we are reasonably certain to exercise. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. F- 15 Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred. During the year ended December 31, 2025 and 2024, the Company incurred patent licensing fees of $ 119,808 and $ 61,913 , respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the year ended December 31, 2025 and 2024, the Company incurred research and development costs of $ 3,194,133 and $ 10,886,130 , respectively. Sales and Marketing We incur sales and marketing costs marketing our technologies. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the year ended December 31, 2025 and 2024, the Company incurred sales and marketing costs of $ 401,996 and $ 197,863 , respectively. Non-controlling Interest in Subsidiary Non-controlling interests represent the Company’s subsidiary’s cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the year ended December 31, 2025 and 2024, the Company recognized $ 1,072,842 and $ 573,572 in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately 97.0 % of Pearsanta, Inc., as of December 31, 2025. Pearsanta is consolidated in the Company’s financial statements. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss, less any deemed dividends, by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Instrument Quantity Issued and Outstanding as of December 31, 2025 Standard Conversion Common Stock Equivalent Liquidation Amount Series A Preferred Stock - - $ - Series A-1 Convertible Preferred Stock 1 21,542 3 26,927,363 Series B Preferred Stock - - - Series B-1 Convertible Preferred Stock 2,689 1 3,361,250 Series B-2 Convertible Preferred Stock 2,625 1 3,281,250 Series C Preferred Stock - - - Series C-1 Convertible Preferred Stock 1 896 1 1,120,290 Series D-1 Preferred Stock - - - Warrants 716 716 - Options 55 55 - Total Common Stock Equivalent 28,523 777 $ 34,690,153 1 Quantity issued and outstanding as of December 31, 2025, includes the additional shares classified as mandatorily redeemable in the consolidated balance sheets. F- 16 Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09. ASU 2023-09 requires a company's annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Adoption is either with a prospective method or a fully retrospective method of transition. The Company has adopted Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. Please see additional disclosures related to income taxes in Note 11, Income Taxes, in the Notes to Consolidated Financial Statements. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures. NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on December 31, 2025: Cost Basis Accumulated Depreciation Net Computers $ 381,157 $ ( 378,646 ) $ 2,511 Lab Equipment 2,297,049 ( 1,468,647 ) 828,402 Office Furniture 56,656 ( 26,910 ) 29,746 Other Fixed Assets 136,939 ( 132,138 ) 4,801 Leasehold Improvements 120,440 ( 105,659 ) 14,781 Total Fixed Assets $ 2,992,241 $ ( 2,112,000 ) $ 880,241 The Company’s fixed assets include the following on December 31, 2024 Cost Basis Accumulated Depreciation Net Computers $ 378,480 $ ( 374,360 ) $ 4,120 Lab Equipment 2,697,987 ( 1,235,236 ) 1,462,751 Office Furniture 56,656 ( 21,535 ) 35,121 Other Fixed Assets 136,939 ( 131,278 ) 5,661 Leasehold Improvements 120,440 ( 80,319 ) 40,121 Total Fixed Assets $ 3,390,502 $ ( 1,842,728 ) $ 1,547,774 Depreciation expense was $ 269,271 and $ 613,918 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $ 0 and $ 1,063,269 , respectively. During the year ended December 31, 2025, the Company recognized an impairment on its fixed assets of $ 412,005 . Fixed asset activity for the year ended December 31, 2025 consisted of the following: For the year ended December 31, 2025 As of December 31, 2024 $ 3,390,502 Purchases 13,744 Impairment ( 412,005 ) As of December 31, 2025 $ 2,992,241 F- 17 Financed Assets: In October 2020, the Company purchased two pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $ 19,487 , with an interest rate of 8 %. In January of 2021, the Company purchased one piece of lab equipment and financed it for a period of twenty-four months with a monthly payment of $ 9,733 , with an interest rate of 8 %. In March of 2021, the Company purchased five pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $ 37,171 , with an interest rate of 8 %. As of December 31, 2025, the Company has settled all obligations relating to the financed assets. NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on December 31, 2025: Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ ( 321,000 ) $ - Intellectual property 10,000 ( 7,222 ) 2,778 Total Intangible Assets $ 331,000 $ ( 328,222 ) $ 2,778 The Company’s intangible assets include the following on December 31, 2024: Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ ( 321,000 ) $ - Intellectual property 10,000 ( 3,889 ) 6,111 Total Intangible Assets $ 331,000 $ ( 324,889 ) $ 6,111 Amortization expense was $ 3,333 and $ 3,333 for the years ended December 31, 2025 and 2024, respectively. The Company’s proprietary technology is being amortized over its estimated useful life of three years . Intangible asset activity for the year ended December 31, 2025 consisted of the following: For the year ended December 31, 2025 As of December 31, 2024 331,000 Additions - As of December 31, 2025 $ 331,000 NOTE 6 – RELATED PARTY TRANSACTIONS On May 22, 2025, Amro Albanna, the Chief Executive Officer of the Company loaned $ 233,000 to the Company. The loan was evidenced by an unsecured promissory note (the “May 22nd Note”). Pursuant to the terms of the May 22nd Note, it will accrue interest at the Prime rate of seven and one-half percent ( 7.5 %) per annum and is due on the earlier of November 22, 2025 or an event of default, as defined therein. As of December 31, 2025, the May 22nd Note was fully paid off. F- 18 On June 6, 2025, Shahrokh Shabahang, the Chief Innovation Officer of the Company loaned $ 70,000 to the Company. The loan was evidenced by an unsecured promissory note (the “June 5th Note”). Pursuant to the terms of the June 5th Note, it will accrue interest at the Prime rate of seven and one-half percent ( 7.5 %) per annum and is due on the earlier of December 5, 2025 or an event of default, as defined therein. As of December 31, 2025, the June 5th Note was fully paid off. On June 20, 2025, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $ 90,000 and $ 100,000 , respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “June 20th Notes”). Pursuant to the terms of the June 20th Notes, it will accrue interest at the Prime rate of seven and one-half percent ( 7.5 %) per annum and is due on the earlier of July 20, 2025 or an event of default, as defined therein. As of December 31, 2025, the June 20th Notes were fully paid off. On August 13, 2025, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $ 95,000 and $ 90,000 , respectively, to the Company. The loans were evidenced by an unsecured promissory note (the “August 13 th Notes”). Pursuant to the terms of the August 13 th Notes, it will accrue interest at the Prime rate of seven and one-half percent ( 7.5 %) per annum and is due on the earlier of February 13, 2025 or an event of default, as defined therein. As of December 31, 2025, the August 13 th Notes were fully paid off. NOTE 7 – NOTES RECEIVABLE Convertible Notes Receivable On April 8, 2025, the Company entered into a Securities Purchase Agreement (the “Evofem April Purchase Agreement”) with Evofem, pursuant to which the Company purchased (i) a senior subordinated convertible note (the “Evofem April Note”) of Evofem in the principal amount of $ 2,307,692 , and (ii) a warrant (the “Evofem April Warrant”) to purchase 149,850,150 shares of Evofem common stock for a purchase price of $ 1,500,000 . The Evofem April Warrant is exercisable into shares of common stock of Evofem at an exercise price of $ 0.0154 , subject to adjustment and may be exercised on a cashless basis. The Evofem April Warrant may not be exercised by the Company if, after giving effect to such an exercise, the Company would beneficially own in excess of 9.99 % of Evofem stock. The fair value of the Evofem April Warrant was $ 235,389 . The Evofem April Warrant is exercisable for a term of five years . The Company had fully funded the $ 1,500,000 on April 22, 2025. The Evofem April Note is a senior subordinate obligation of Evofem and will accrue interest at a rate of 8 % per annum, which will adjust to 12 % upon an Event of Default (as defined in the Evofem April Note). The Evofem April Note is initially convertible into shares of common stock of Evofem at a conversion price of $ 0.0154 per share, subject to adjustment as described therein. The Evofem April Note may not be converted by the Company if, after giving effect to such conversion, the Company would beneficially own in excess of 9.99 % of Evofem common stock. Unless earlier converted, or redeemed, the Evofem April Notes will mature on April 8, 2028. This note is accounted for as available for sale under ASC 320 – Investment in Debt Securities. The Company recorded the notes at fair value of $ 4,367,212 which was comprised of $ 1,938,905 from the warrants issued with the note and $ 2,428,307 from the principal and interest on the note, which included $ 2,307,692 from principal and $ 136,923 from accrued interest. During the year ended December 31, 2025, the Company recognized a day one gain of $ 204,278 . As of December 31, 2025, the Evofem April Note has an outstanding principal balance of $ 2,307,692 , a fair value of $ 2,428,307 , and accrued interest of $ 136,923 . During the year ended December 31, 2025, the Company recognized $ 123,952 in interest income and a change in fair value on the notes of $ 780,928 . On June 26, 2025, the Company entered into a Securities Purchase Agreement (the “Evofem June Purchase Agreement”) with Evofem, pursuant to which the Company purchased (i) a senior subordinated convertible note (the “Evofem June Note”) (collectively with the Evofem April Note, the “Evofem Notes”) of Evofem in the principal amount of $ 1,423,077 , and (ii) a warrant (the “Evofem June Warrant”) to purchase 92,407,592 shares of Evofem common stock for a purchase price of $ 925,000 . The Evofem June Warrant is exercisable into shares of common stock of Evofem at an exercise price of $ 0.0154 , subject to adjustment and may be exercised on a cashless basis. The Evofem June Warrant may not be exercised by the Company if, after giving effect to such an exercise, the Company would beneficially own in excess of 9.99 % of Evofem stock. The fair value of the Evofem June Warrant was $ 92,682 . The Evofem June Warrant is exercisable for a term of five years . The Company had fully funded the $ 925,000 on June 26, 2025. F- 19 The Evofem June Note is a senior subordinate obligation of Evofem and will accrue interest at a rate of 8 % per annum, which will adjust to 12 % upon an Event of Default (as defined in the Evofem June Note). The Evofem June Note is initially convertible into shares of common stock of Evofem at a conversion price of $ 0.0154 per share, subject to adjustment as described therein. The Evofem June Note may not be converted by the Company if, after giving effect to such conversion, the Company would beneficially own in excess of 9.99 % of Evofem common stock. Unless earlier converted, or redeemed, the Evofem June Notes will mature on June 26, 2028. This note is accounted for as available for sale under ASC 320 – Investment in Debt Securities. The Company recorded the notes at fair value of $ 2,667,701 which was comprised of $ 1,196,149 from the warrants issued with the note and $ 1,471,552 from the principal and interest on the note, which included $ 1,423,077 from principal and $ 59,453 from accrued interest. During the year ended December 31, 2025, the Company recognized a day one gain of $ 123,793 . As of December 31, 2025, the Evofem June Note has an outstanding principal balance of $ 1,423,077 , a fair value of $ 1,471,552 , and accrued interest of $ 59,453 . During the year ended December 31, 2025, the Company recognized $ 75,115 in interest income and a change in fair value on the notes of $ 473,242 . During the year ended December 31, 2025, the Company has adjusted the fair value of the Evofem Notes by $ 1,781,307 bringing the total fair value of the Evofem Notes to $ 3,899,859 as of December 31, 2025. The fair value of the convertible notes receivable was estimated using a Monte Carlo Model with the following assumptions: Evofem stock price $ 0.0095 Risk free interest rate 3.59 % Expected life in years 0.50 Expected volatility 88.9 % The following table sets forth a summary of the changes in the Evofem Notes: For the year ended December 31, 2025 As of December 31, 2024 $ - Evofem notes 2,317,618 Bargain purchase gain from purchase of Evofem convertible notes 328,071 Impairment - Change in fair value of Evofem notes 1,254,170 As of December 31, 2025 $ 3,899,859 For the period ended December 31, 2025, the fair value of each warrant granted with the convertible notes receivable was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 0.1232 Expected dividend yield 0 % Risk free interest rate 7.79 - 3.88 % Expected life in years 0.50 - 4.74 Expected volatility 170 - 180 % The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of Evofem’s common stock. The dividend yield assumption for warrants granted is based on Evofem’s history and expectation of dividend payouts. Evofem has never declared nor paid any cash dividends on its common stock. NOTE 8 – NOTES PAYABLE November Loan Agreement On November 7, 2023, the Company entered into a Business Loan and Security Agreement (the “November Loan Agreement”) with the lender (the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $ 2,100,000 with an interest rate of 49 %, which satisfied the outstanding balance on the August Loan of $ 1,089,000 and includes origination fees of $ 140,000 (the “November Loan”). Pursuant to the November Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain collateral (as defined in the November Loan Agreement). The total amount of interest and fees payable by us to the Lender under the November Loan will be $ 3,129,000 , which will be repaid in 34 weekly installments ranging from $ 69,000 - $ 99,000 . The November Loan Agreement had an original maturity date of July 2, 2024. As of December 31, 2025, the November Loan has an outstanding principal balance of $ 289,238 , an unamortized debt discount of $ 0 , and accrued interest of $ 0 . As of December 31, 2025, the November Loan Agreement is in technical default, however, default provisions were not enforced by the Lender. January Loan Agreement On January 24, 2024, the Company entered into a Business Loan and Security Agreement (the “January Loan Agreement”) with a commercial funding source (the “January Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $ 3,600,000 and an interest rate of 49 %, which includes origination fees of $ 252,000 (the “January Loan”). Pursuant to the January Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain collateral (as defined in the January Loan Agreement). The total amount of interest and fees payable by the Company to the January Lender under the January Loan will be $ 5,364,000 , which will be repayable by the Company in 30 weekly installments of $ 178,800 . The January Loan Agreement had an original maturity date of August 12, 2024. The Company received net proceeds from the January Loan of $ 814,900 following repayment of the outstanding balance on the October Purchased Amount of $ 2,533,100 . As of December 31, 2025, there was a remaining principal balance of $ 751,921 , an unamortized debt discount of $ 0 , and accrued interest of $ 152,965 . As of December 31, 2025, the January Loan Agreement is in technical default, however, default provisions were not enforced by the January Lender. (Note 14) F- 20 September Note On September 17, 2024, the Company issued and sold a senior note (the “2024 September Note”) to an accredited investor (the “2024 September Note Holder”) in the original principal amount of $ 923,077 for a purchase price of $ 600,000 , reflecting an original issue discount of $ 323,077 . The 2024 September Note does not bear interest and has a maturity date of the earlier of (i) June 18, 2025 and (ii) the initial time of consummation by the Company after the date hereof of any public or private offering(s), individually or in the aggregate, of securities with gross proceeds of at least $ 1 million. The Company may prepay any portion of the outstanding principal of the 2024 September Note at any time without penalty. So long as any amounts remain outstanding under the 2024 September Note, 30 % of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the 2024 September Note. The 2024 September Note was repaid in February 2025. Senior Notes On April 24, 2025, the Company issued and sold senior notes (each, a “April Note”) to accredited investors in the aggregate original principal amount of $ 256,250 for a purchase price of $ 205,000 , reflecting an aggregate original issue discount of $ 51,250 . The April Notes bear interest at a rate of 10 %per annum and have a maturity date of May 15, 2025 (the “April Notes Maturity Date”). So long as any amounts remain outstanding under the April Notes, 100 % of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the April Notes. The April Notes contain certain standard events of default, as defined in the Note. Following the April Maturity Date and until all of the April Notes have been satisfied, the Company shall be prohibited from taking certain actions, including but not limited to, incurring any additional indebtedness, redeeming any capital stock or declaring or paying any dividends. As of December 31, 2025, April Notes have been repaid. May Note On May 9, 2025, the Company entered into a securities purchase agreement (the “May Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and sold a 30 % Original Issue Discount Senior Secured Note (the “May 2025 Note”) to an accredited investor in the original principal amount of $ 3,114,286 for a purchase price of $ 2,000,000 . The May 2025 Note bears interest at a rate of 10 % per annum (the “May Note Interest Rate”) and has a maturity date of May 12, 2025 (the “May Note Maturity Date”). The May 2025 Note contains certain standard events of default, as defined in the May 2025 Note (each, an “May 2025 Event of Default”). Following any May 2025 Event of Default, the May 2025 Interest Rate on the May 2025 Note is automatically increased to 20 % per annum to the extent permitted by law. The May 2025 Note is secured by the assets of the Company. In connection with the May Purchase Agreement, the Company entered into forbearance agreements (each, a “Forbearance Agreement”) with the holders (each, a “Holder”) of certain outstanding shares of the Company’s Series A-1 Convertible Preferred Stock and the Company’s Series C-1 Convertible Preferred Stock. Pursuant to the Forbearance Agreement, the Company agreed, in consideration of the settlement of the Holder’s claims and obligations with respect to one or more Triggering Events (as defined in the applicable Certificate of Designation) that: (i) provided that the Company receives gross proceeds of an aggregate of $ 10 million or more in the Proposed Offerings (as defined in the Forbearance Agreement), the Company shall concurrently redeem 5,124 of the Series A-1 Preferred Shares allocated pro rata among the holders of Series A-1 Preferred Shares in a Company Optional Redemption (as defined in the Certificate of Designation of the Series A-1 Preferred Shares), (ii) provided that the Company receives gross proceeds of $ 20 million or more in the Proposed Offerings, the Company shall concurrently redeem 8,200 of the Series A-1 Preferred Shares (or, if less, the remaining Series A-1 Preferred Shares then outstanding assuming the completion of any exercised Reinvestment Right (as defined in the Forbearance Agreement with respect thereto) allocated pro rata among the holders of Series A-1 Preferred Shares in a Company Optional Redemption, (iii) by no later than the first business day following the closing of any Additional Offering (as defined in the Forbearance Agreement), the Company shall redeem any remaining Series C-1 Preferred Shares (after giving effect to any Reinvestment Right with respect thereto) in a Company Optional Redemption, (iv) if the Company sells any securities pursuant to any VRT Potential Offering (as defined in the Forbearance Agreement), the Company shall apply 30 % of the gross proceeds thereof to redeem any remaining Series C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series C-1 Preferred Shares and/or Series A-1 Preferred Shares in a Company Optional Redemption, and (v) if the Company consummates any EVFM Sale (as defined in the Forbearance Agreement), the Company shall apply 30 % of the gross proceeds thereof to redeem any remaining Series C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series C-1 Preferred Shares and/or Series A-1 Preferred Shares in a Company Optional Redemption. The Forbearance Agreement has an expiration date of August 7, 2025. The Company applied $ 1,079,047 of the gross proceeds of the ATM as a payable to redeem approximately 939 of the Series A-1 Preferred Shares in a mandatory redemption. As of December 31, 2025, approximately 261 shares were redeemed, as a result approximately 678 Series A-1 Preferred Shares remain mandatorily redeemable. The remaining Series A-1 Preferred Shares are not contingently redeemable. As of December 31, 2025, there was a remaining principal balance of $ 814,286 , an unamortized debt discount of $0 , and accrued interest of $ 147,076 . During the year ended December 31, 2025, the Company recognized $ 60,000 in amortization of debt discount. The May 2025 Note is in default status as of December 31, 2025. F- 21 Promissory Note On June 7, 2025, an investor entered into a $ 44,396 promissory note to the Company (the “June 2025 Promissory Note”). Pursuant to the terms of the note, it will accrue interest at a rate of seven and a half percent ( 7.50 %) per annum, and is due on the earlier of December 5, 2025, or an event of default, as defined therein. As of December 31, 2025, this note has been repaid. June Senior Notes On June 26, 2025, the Company issued and sold senior notes (each, a “June Note”) to accredited investors in the aggregate original principal amount of $ 1,000,000 for a purchase price of $ 800,000 , reflecting an aggregate original issue discount of $ 200,000 . The original issuance discount is being straight line amortized over the life of the notes. The June Notes bear interest at a rate of 10 % per annum and have a maturity date of December 31, 2025 (the “June Notes Maturity Date”). So long as any amount remains outstanding under the June Notes, 100 % of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the June Notes. The June Notes contains certain standard events of default, as defined in the Note. Following the June Maturity Date and until all of the June Notes have been satisfied, the Company shall be prohibited from taking certain actions, including but not limited to, incurring any additional indebtedness, redeeming any capital stock or declaring or paying any dividends. As of December 31, 2025, this note has been repaid, inclusive of a 125 % redemption premium. During the year ended December 31, 2025, the Company recognized $ 200,000 in amortization of debt discount. The proceeds of the June Notes were used in connection with the Evofem June Purchase Agreement. (Note 7). September Notes On September 12, 2025, the Company issued and sold $ 212,500 promissory notes to the accredited investors (the “September 2025 Promissory Notes”). These notes had an original issuance discount of $ 42,500 . Pursuant to the terms of the note, it will accrue interest at a rate of ten percent ( 10.00 %) per annum, and is due on the earlier of December 31, 2025, or an event of default, as defined therein. Pursuant to the terms of the September 2025 Promissory Notes, the September 2025 Promissory Notes are to be redeemed at a redemption price of $ 1.20 per $ 1.00 raised via the ELOC and ATM. As of December 31, 2025, this note has been repaid. During the year ended December 31, 2025, the Company recognized $ 42,500 in amortization of debt discount. Interest During the year ended December 31, 2025 and 2024, the Company recognized an interest expense of $ 876,060 and $ 3,242,935 , respectively, related to the notes payable. NOTE 9 – LEASES Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2025 and December 31, 2024 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Our corporate headquarters is located in Mountain View, California where we lease approximately 5,810 square feet of laboratory and office space. On March 20, 2025, the Company entered an amendment to the Mountain View lease, extending the term through March 31, 2028. As of December 31, 2025, the Company is current on this lease. We also lease approximately 25,000 square feet in Richmond, Virginia. The lease expires on August 31, 2026 , subject to extension. As of December 31, 2025 the Company is in default on the Richmond lease in the amount of $ 159,375 due to an outstanding security deposit. LS Biotech Eight Default On May 10, 2024, the Company received written notice (the “2024 Default Notice”) from LS Biotech Eight, LLC (the “Landlord”), the Landlord of the Company’s CLIA-certified, CAP accredited, high complexity immune monitoring center in Richmond, Virginia, that the Company was in violation of its obligation to (i) pay Base Rent (as defined in the Lease) and Additional Rent (as defined in the Lease) in the amount of $ 431,182 in the aggregate, together with administrative charges and interest, as well as (ii) replenish the Security Deposit (as defined in the Lease) in the amount of $ 159,375 , all as required under that certain Lease Agreement dated as of May 4, 2021 by and between the Landlord and the Company (the “Lease”). Pursuant to the Notice, the Landlord has demanded that a payment of $ 590,557 plus administrative charges and interest, which shall accrue at the Default Rate (as defined in the Lease) be made no later than May 17, 2024. As of December 31, 2025, the Company has made the payment of $ 431,182 and is in default on the lease in the amount of $ 159,375 due to an outstanding security deposit. F- 22 The Company is working with the Landlord to come to an amicable resolution. However, no assurance can be given that the parties will reach an amicable resolution on a timely basis, on favorable terms, or at all. Lease Costs Year Ended December 31, 2025 Year Ended December 31, 2024 Components of total lease costs: Operating lease expense $ 1,158,494 $ 1,233,777 Total lease costs $ 1,158,494 $ 1,233,777 Lease Positions as of December 31, 2025 and December 31, 2024 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: December 31, 2025 December 31, 2024 Assets Right of use asset – long term $ 1,204,526 $ 1,225,781 Total right of use asset $ 1,204,526 $ 1,225,781 Liabilities Operating lease liabilities – short term $ 808,179 $ 683,352 Operating lease liabilities – long term 342,904 436,354 Total lease liability $ 1,151,083 $ 1,119,706 Lease Terms and Discount Rate as of December 31, 2025 Weighted average remaining lease term (in years) – operating leases 1.91 Weighted average discount rate – operating leases 8.00 % Maturities of leases are as follows: 2026 $ 801,760 2027 389,165 2028 98,005 Total lease payments $ 1,288,930 Less imputed interest ( 137,847 ) Less current portion ( 808,179 ) Total maturities, due beyond one year $ 342,904 NOTE 10 – COMMITMENTS & CONTINGENCIES License Agreement with Loma Linda University On March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases (the ADI™ technology). In consideration for the LLU License Agreement, we issued 1 share of common stock to LLU. F- 23 Pursuant to the LLU License Agreement, we are required to pay an annual license fee to LLU. Also, we paid LLU $ 455,000 in July 2020 for outstanding milestone payments and license fees. We are also required to pay to LLU milestone payments in connection with certain development milestones. Specifically, we are required to make the following milestone payments to LLU: $ 175,000 on June 30, 2022; $ 100,000 on September 30, 2024; $ 500,000 on September 30, 2026; and $ 500,000 on September 30, 2027. In lieu of the $ 175,000 milestone payment due on September 30, 2023, the Company paid LLU an extension fee of $ 100,000 . The Company did not make the September 30, 2024 payment; the Company intends to obtain an extension for this payment. Upon payment of this extension fee, an additional year will be added for the September 30, 2023 milestone. Additionally, as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we made the following payments to LLU: $ 70,000 at the end of December 2018, and a final payment of $ 60,000 at the end of March 2019. We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement. Additionally, we will owe royalty payments of (i) 1.5 % of Net Product Sales (as such terms are defined under the LLU License Agreement) and Net Service Sales on any Licensed Products (defined as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or supply), and (ii) 0.75 % of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services (as such terms are defined under the LLU License Agreement) not covered by a valid patent claim for technology rights and know-how for a three (3) year period beyond the expiration of all valid patent claims. We also are required to produce a written progress report to LLU, discussing our development and commercialization efforts, within 45 days following the end of each year . All intellectual property rights in and to LLU Patent and Technology Rights shall remain with LLU (other than improvements developed by or on our behalf). The LLU License Agreement shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day that the last patent application licensed to us is abandoned. The LLU License Agreement may be terminated by mutual agreement or by us upon 90 days written notice to LLU. LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty, milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events (each, a “Milestone Deadline”)) not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches of the LLU License Agreement by us in any 12-month period. Additional Milestone Deadlines include: (i) the requirement to have regulatory approval of an IND application to initiate first-in-human clinical trials on or before September 30, 2023, which will be extended to September 30, 2024 with a payment of a $ 100,000 extension fee, (ii) the completion of first-in-human (phase I/II) clinical trials by September 30, 2024, which the Company is actively pursuing an extension, (iii) the completion of Phase III clinical trials by September 30, 2026 and (iv) biologic licensing approval by the FDA by September 30, 2027. The Company has not initiated clinical trials to date and the Company intends to obtain an extension to commence human trials. License Agreement with Leland Stanford Junior University On February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford regarding a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license to Stanford’s patent regarding use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License Agreement). However, Stanford agreed to not grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology deployed in AditxtScore TM and securing worldwide exclusivity in all fields of use of the licensed technology. We were obligated to pay and paid a fee of $ 25,000 to Stanford within 60 days of February 3, 2020. We also issued 1 share of the Company’s common stock to Stanford. An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License Agreement in the amount of $ 40,000 for 2021 through 2024 and $ 60,000 starting in 2025 until the license expires upon the expiration of the patent. The Company is required to pay and has paid $ 25,000 for the issuances of certain patents. The Company will pay milestone fees of $ 50,000 on the first commercial sales of a licensed product and $ 25,000 at the beginning of any clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product. The Company paid a milestone fee for a clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product of $ 25,000 in March of 2022. We are also required to: (i) provide a listing of the management team or a schedule for the recruitment of key management positions by June 30, 2020 (which has been completed), (ii) provide a business plan covering projected product development, markets and sales forecasts, manufacturing and operations, and financial forecasts until at least $ 10,000,000 in revenue by June 30, 2020 (which has been completed), (iii) conduct validation studies by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which has been completed), (iv) submit a 510(k) application to the FDA, Emergency Use Authorization (“EUA”), or a Laboratory Developed Test (“LDT”) by March 31, 2021 (which has been completed), (vi) develop a prototype assay for human profiling by December 31, 2021 (which has been completed), (vii) execute at least one partnership for use of the technology for transplant, autoimmunity, or infectious disease purposes by March 31, 2022 (which has been completed) and (viii) provided further development and commercialization milestones for specific fields of use in writing prior to December 31, 2022. F- 24 In addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the term of the agreement as follows: 4 % when Net Sales are below or equal to $ 5 million annually or 6 % when Net Sales are above $ 5 million annually. The February 2020 License Agreement may be terminated upon our election on at least 30 days advance notice to Stanford, or by Stanford if we: (i) are delinquent on any report or payment; (ii) are not diligently developing and commercializing Licensed Product; (iii) miss certain performance milestones; (iv) are in breach of any provision of the February 2020 License Agreement; or (v) provide any false report to Stanford. Should any events in the preceding sentence occur, we have a thirty (30) day cure period to remedy such violation. Call Option Agreement On April 10, 2025, the Company entered into a Call Option Agreement (the “Option Agreement”) with Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology fund DE, L.P. (collectively, the “Security Holder”) and Evofem, pursuant to which the Security Holder granted the Company a call option (the “Option”) to purchase, at the sole discretion of the Company, the Evofem Securities (defined below) for an aggregate purchase price of $ 13 million. The “Evofem Securities” consist of convertible promissory notes of Evofem in the aggregate principal amount of $ 25 million and certain right to receive common stock agreements issued by Evofem. The Option has a term commencing on or after the satisfaction in full of the repayment obligations under that certain Securities Purchase and Security Agreement by and between Evofem, Future Pak, LLC and the designated agent dated April 23, 2020, as amended to date (the “Future Pak Note”), until 5:00 Pacific time on June 30, 2025 (the “Call Period”). Pursuant to the Option Agreement, the Security Holder may not transfer the Evofem Securities without the prior written consent of the Company; provided, however, that (i) if the Company has not provided $ 1.5 million of capital to Evofem by April 30, 2025 (the “Funding Milestone”), the Security Holder may transfer the Evofem Securities after April 30, 2025 without the prior written consent of the Company; (ii) if the Funding Milestone has not been satisfied and the Future Pak Note is still held by Future Pak on May 31, 2025, the Security Holder may transfer the Evofem Securities after May 31, 2025, without the prior written consent of the Company; and (iii) if at any time the repayment obligations of the Future Pak Note have been satisfied through or by a transaction not associated with either the Company or the transactions contemplated under the Amended and Restated Agreement and Plan of Merger, as amended to date, by and between the Company, Adifem, Inc. and Evofem, the Security Holder may transfer the Evofem Securities, without the prior written consent of the Company. As of December 31, 2025, the Option had expired. Appili Mutual Waiver On January 30, 2025, the Company, Adivir, and Appili (the “Parties”) entered into a mutual waiver, pursuant to which, among other things, the Parties waived certain provisions of the Arrangement Agreement relating to the Outside Date not occurring on or before January 31, 2025, such waiver effective until 5:00pm (ET) on February 28, 2025, in consideration of (i) a payment by Adivir to Appili in the amount of $ 125,000 on or before January 31, 2025, which was paid, and (ii) a payment by Adivir to Appili in the amount of $ 125,000 not later than February 14, 2025, which was paid, to the extent the Arrangement Agreement has not been completed prior to that time. On February 28, 2025, the Parties entered into a waiver to waive any termination rights that they may have as a result of the effective time not occurring by February 28, 2025, which waiver shall expire on September 30, 2025 in consideration of (i) a payment by Adivir to Appili in the amount of $ 125,000 on or before February 28, 2025, which was paid, and (ii) a payment by Adivir to Appili in the amount of $ 125,000 not later than March 14, 2025 (collectively the “February Appili Waiver Payments”), which was paid, to the extent the Arrangement Agreement has not been completed prior to that time. On April 2, 2025, the Company, Adivir, and Appili (the “Parties”) entered into a Mutual Waiver (the “March Waiver”), pursuant to which the Parties waived any termination rights that they had as a result of the Effective Time not occurring by March 31, 2025, which waiver shall expire on April 30, 2025 in consideration of a payment by the Company to Appili in the amount of $ 250,000 no later than 5:00 pm (ET) on April 18, 2025, provided that in the event a Termination Fee becomes payable by the Company or Aditxt pursuant to the Arrangement Agreement, the amount payable by the Company or Aditxt to Appili shall be reduced by the amount of the Waiver Fee paid by Adivir to Appili. As of the date of this filing, the $ 250,000 has not been paid. On May 2, 2025, the Parties entered into a waiver to waive any termination rights that they may have as a result of the effective time not occurring by April 30, 2025, which waiver shall expire on May 31, 2025 in consideration of a payment by Adivir to Appili in the amount of $ 250,000 on or before May 15, 2025 to the extent the Arrangement Agreement has not been completed prior to that time. The $ 250,000 was applied to the Appili Termination Fee. F- 25 Appili Termination The Parties terminated the Arrangement Agreement effective May 31, 2025. In connection with the termination of the Arrangement Agreement, the Company is required to pay a $ 1,250,000 termination fee (the “Appili Termination Fee”). The February Appili Waiver Payments of $ 250,000 has been applied to the Appili Termination fee. As of December 31, 2025, there is $ 750,000 remaining of the Appili Termination Fee. The Appili Termination Fee is recorded in general and administrative expenses. Fifth Amendment to Amended and Restated Merger Agreement On March 23, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 5 to the Amended and Restated Merger Agreement (“Amendment No. 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 On August 26, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 6 to the Amended and Restated Merger Agreement(“Amendment No. 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; (iii) 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 On 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. Legal Proceedings The Company is party to various actions and claims arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate risk. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. F- 26 NOTE 11 – STOCKHOLDERS’ EQUITY Common Stock On March 14, 2025, the Company effectuated a 1-for-250 reverse stock split (the “2025 Reverse Split”). The Company’s stock began trading at the 2025 Reverse Split price effective on the Nasdaq Stock Market on March 17, 2025. On March 14, 2025, Pearsanta effectuated a 1-for-60 reverse stock split (the “2025 Pearsanta Reverse Split”). There was no change to the number of authorized shares of Pearsanta’s common stock. All share amounts referenced in this report are adjusted to reflect the 2025 Pearsanta Reverse Split. On November 3, 2025, the Company effectuated a 1-for-113 reverse stock split (the “November 2025 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on November 3, 2025. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the November 2025 Reverse Split. On March 9, 2026, the Company effectuated a 1-for-8 reverse stock split (the “March 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 9, 2026. There was no change to the number of authorized shares of the Company’s common stock. All share amounts referenced in this report are adjusted to reflect the March 2026 Reverse Split. During the year ended December 30, 2024, the Company issued 1 share of common stock as part of the MDNA asset purchase agreement. During the year ended December 30, 2024, the Company issued 1 share of common stock as part of a settlement agreement. At the Market Offering Agreement Amendment & Activity On October 25, 2024 the Company entered into an amendment to the existing At The Market Offering Agreement (the “ATM”) with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Company’s common stock having an aggregate offering price of up to $ 35,000,000 (the “ATM Shares”). During the year ended December 31, 2025, the Company sold 348,777 ATM Shares at an average price of $51.20 per share under the ATM. The sale of the ATM Shares generated net proceeds of approximately $ 17,846,708 after paying fees and expenses. (Note 14) ELOC Activity On May 2, 2024, the Company entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an equity line investor (the “ELOC Investor”), pursuant to which the ELOC Investor has agreed to purchase from the Company, at the Company’s direction from time to time, in its sole discretion, from and after the date effective date of the Registration Statement (as defined below) and until the termination of the ELOC Purchase Agreement in accordance with the terms thereof, shares of the Company’s common stock having a total maximum aggregate purchase price of $ 150,000,000 (the “ELOC Purchase Shares”), upon the terms and subject to the conditions and limitations set forth in the ELOC Purchase Agreement. In January 2025, the Company issued a total of 410 shares to the ELOC Investor in connection with $ 2,250,000 in commitment fees as defined in the ELOC Purchase Agreement. During the year ended December 31, 2025, the Company sold 55,165 shares at an average price of $ 475.60 per share under the ELOC Purchase Agreement. The sale of shares generated net proceeds of approximately $ 26,281,517 after paying fees and expenses. F- 27 Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $ 0.001 per share. There were 27,752 and 35,758 shares of preferred stock outstanding as of December 31, 2025 and December 31, 2024, respectively. All series of the Company’s convertible preferred stock include alternate conversion provisions. The Company’s convertible preferred stock also contains floor pricing provisions; the Company has the discretion to issue shares below the floor price. Aditxt Preferred Share Class Quantity Issued and Outstanding as of December 31, 2025 Standard Conversion Common Stock Equivalent Liquidation Amount Series A Preferred Stock - - $ - Series A-1 Convertible Preferred Stock 1 21,542 3 26,927,363 Series B Preferred Stock - - - Series B-1 Convertible Preferred Stock 2,689 1 3,361,250 Series B-2 Convertible Preferred Stock 2,625 1 3,281,250 Series C Preferred Stock - - - Series C-1 Convertible Preferred Stock 1 896 1 1,120,290 Series D-1 Preferred Stock - - - Total Aditxt Preferred Shares Outstanding 27,752 6 $ 34,690,153 1 Quantity issued and outstanding as of December 31, 2025, includes the additional shares classified as mandatorily redeemable in the consolidated balance sheets. Series A-1 Convertible Preferred Stock Redemptions During the year ended December 31, 2025, the Company redeemed approximately 529 shares of Series A-1 Convertible Preferred Stock for $ 608,000 . In connection with the May Purchase Agreement, the Company applied $ 779,049 of the gross proceeds of the ATM and ELOC as a payable to redeem approximately 678 of the Series A-1 Preferred Shares in a mandatory redemption. (Note 8) Series C-1 Convertible Preferred Stock Redemptions For the year ended December 31, 2025, the Company redeemed approximately 7,476 shares of Series C-1 Convertible Preferred Stock for $ 8,598,442 . As of the date of this report, the Company has an outstanding redemption payable of 896 shares Series C-1 Convertible Preferred Stock of $ 1,030,667 . Pearsanta Acquisition of Assets On March 24, 2025, Pearsanta, a majority-owned subsidiary of the Company entered into an Agreement for the Acquisition of Patents (the “Pearsanta Acquisition Agreement”) with the holders (the “Asset Holders”) of certain patents and intellectual property assets (the “Pearsanta Acquired Assets”), which are related to the detection of DNA adducts for detection of changes to the DNA that may lead to potentially disease-causing mutations, pursuant to which Pearsanta acquired the Pearsanta Acquired Assets in consideration of the issuance by Pearsanta to the Asset Holders of an aggregate of 200 shares of Series B Convertible Preferred Stock, par value $ 0.001 per share (the “Pearsanta Series B Preferred Stock”). The Pearsanta Series B Preferred Stock valued at $ 50.00 per share resulting in $ 10,000 of patent expenses being recognized on the statement of operations. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Pearsanta Series B Preferred Stock, the Pearsanta Series B Preferred Stock will be mandatorily and automatically converted, with no further action on the part of the holders thereof, into 1,000 fully paid and nonassessable shares of common stock (1:1,000) (the “Series B Conversion Ratio”) of Pearsanta upon the consummation of a firm underwritten initial public offering of the common stock for cash effected pursuant to a registration statement or similar document filed by or on behalf of Pearsanta under the Securities Act of 1933, as amended (a “Pearsanta Qualifying IPO”), provided, however, that if the value of such Pearsanta Series B Preferred Stock, on an as-converted basis, at the time of the pricing of the Pearsanta common stock in connection with the Pearsanta Qualifying IPO does not equal $ 1,000,000 , then the conversion ratio of the Pearsanta Series B Preferred Stock will be adjusted such that the value of the securities received in the Pearsanta Qualifying IPO by the Asset Holders shall equal $ 1,000,000 in the aggregate. F- 28 Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to directors, employees, and consultants. The Company is authorized to issue up to 1 share of our common stock pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board of Directors. All shares of our common stock pursuant to awards under the 2017 Plan have been awarded. On February 24, 2021, our Board of Directors adopted the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the “Awards”). Eligible recipients of Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Compensation Committee of the Board of Directors (the “Committee”) administers the 2021 Plan. An amendment to the 2021 Plan was submitted and approved by the Company’s stockholders at the 2024 annual meeting of stockholders, increasing the shares of common stock issuable under the plan by 1 share. A total of 1 share of common stock, par value $ 0.001 per share, of the Company may be issued pursuant to Awards granted under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent ( 100 %) of the Fair Market Value (as defined in the 2021 Plan) of a share of common stock on the date of grant. The 2021 Plan was submitted and approved by the Company’s stockholders at the 2021 annual meeting of stockholders, held on May 19, 2021. Securities issued under the 2017 and 2021 plans are on a per participant basis, upon adjustment for reverse stock splits each lot of securities are rounded to the nearest whole share. During the year ended December 31, 2025 and 2024, the Company granted no new options. The Company recognizes option forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2024 61 $ 40,133,192,629.36 6.10 Granted - - - Exercised - - - Expired or forfeited ( 6 ) 180,860,266,666.67 - Outstanding December 31, 2025 55 $ 24,781,148,189.09 5.72 Nonvested Stock Options Number Weighted- Average Exercise Price Nonvested on December 31, 2024 - $ - Granted - - Vested - - Forfeited - - Nonvested on December 31, 2025 - $ - As of December 31, 2025, there were 55 exercisable options; these options had a weighted average exercise price $ 24,781,148,189.09 . F- 29 On December 18, 2023, our Board of Directors adopted the Pearsanta, Inc. 2023 Omnibus Equity Incentive Plan (the “Pearsanta 2023 Plan”) and the 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent 2023 Plan”), collectively (the “Pearsanta Plans”). The Pearsanta Plans provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the “Pearsanta Awards”). Eligible recipients of Pearsanta Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Board of Directors administers the Pearsanta Plans. The Pearsanta 2023 Plan consists of a total of 250,000 shares of Pearsanta common stock, par value $ 0.001 per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta 2023 Plan. The Pearsanta Parent 2023 Plan consists of a total of 155,334 shares of Pearsanta common stock, par value $ 0.001 per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta Parent 2023 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent ( 100 %) of the Fair Market Value (as defined in the Pearsanta Plans) of a share of Common Stock on the date of grant. During the year ended December 31, 2025 and 2024, Pearsanta granted no new options under the Pearsanta 2023 Plan. The following is an analysis of the stock option grant activity under the Pearsanta Plans: Vested and Nonvested Stock Options Number Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2024 181,227 $ 1.19 8.84 Granted - - - Exercised - - - Expired or forfeited - - - Rounding in connection with Reverse Split - - - Outstanding December 31, 2025 181,227 $ 1.19 7.84 Nonvested Stock Options Number Weighted- Average Exercise Price Nonvested on December 31, 2024 - $ - Granted - - Vested - - Forfeited           -          - Nonvested on December 31, 2025 - $ - As of December 31, 2025, there were 181,227 exercisable options; these options had a weighted average exercise price $ 1.19 . The Company recognized stock-based compensation expense related to all options granted and vesting expense of $ 0 during the year ended December 31, 2025. The remaining value to be expensed is $ 0 as of December 31, 2025. The weighted average vesting term is 0 years as of December 31, 2025. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $ 32,918 during the year ended December 31, 2024, of which $ 32,918 is included in general and administrative expenses in the accompanying statements of operations. F- 30 Warrants For the year ended December 31, 2025, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 1,808.00 Expected dividend yield 0 % Risk free interest rate 3.75 % Expected life in years 1.0 Expected volatility 190 % The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future warrant grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for warrants granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes warrant forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2024 64 $ 19,576,789,106.88 4.51 Granted 664 1,808.00 1.98 Exercised - - - Expired or forfeited ( 12 ) 86,422,400,000.00 - Outstanding December 31, 2025 716 $ 732,031,904.50 1.49 Nonvested Warrants Number Weighted- Average Exercise Price Nonvested on December 31, 2024 - $ - Granted 664 1,808.00 Vested ( 664 ) 1,808.00 Forfeited - - Nonvested on December 31, 2025 - $ - The Company recognized stock-based compensation expense related to all options granted and vesting expense of $ 473,311 during the year ended December 31, 2025. The remaining value to be expensed is $ 0 as of December 31, 2025. The weighted average vesting term is 0 years as of December 31, 2025. F- 31 NOTE 12 – INCOME TAXES For the years ended December 31, 2025 and 2024, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s losses before income taxes consist solely of losses from domestic operations. Income (loss) before income taxes: Year Ended December 31, Year Ended December 31, (In thousands) 2025 2024 Income (loss) before income taxes: Domestic $ ( 42,787 ) $ ( 35,021 ) Foreign - - Total $ ( 42,787 ) $ ( 35,021 ) A reconciliation of income tax expense to the amount computed by applying the 21 % statutory federal income tax rate to the loss from operations is summarized for the year ended December 31, 2025 after the adoption of ASU 2023-09 is as follows: Year Ended December 31, 2025 (In thousands) Amount Percent U.S. Federal Statutory Tax Rate $ ( 8,992 ) 21.0 % State and Local Income Tax, Net of Federal (National) Income Tax Effect - - % Foreign Tax Effects - - % Effect of Changes in Tax Laws or Rates Enacted in the Current Period - - % Effect of Cross-Border Tax Laws - - % Tax Credits - - % Changes in valuation allowances 9,203 - 21.5 % Nontaxable or Nondeductible Items 3 - % Changes in Unrecognized Tax Benefits - - % Other Adjustments ( 214 ) 0.5 % Total Provision for Income Taxes $ - - % A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory federal income tax rate to the loss from operations is summarized for the tax year ended December 31, 2024 prior to the adoption of ASU 2023-09 is as follows: Year Ended December 31, 2024 (In thousands) Amount Percent U.S. Federal Statutory Tax Rate $ ( 7,354 ) 21.0 % State and local income tax — net of federal benefit ( 385 ) 1.1 % Tax Credits ( 106 ) 0.3 % Change in valuation allowance 8,300 ( 23.7 )% Permanent Differences/Others ( 455 ) 1.3 % Total Provision for Income Taxes $ - - % F- 32 Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and December 31, 2024 are as follows: Year Ended December 31, Year Ended December 31, 2025 2024 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 34,068 $ 24,722 Capitalized Research and Experimental Expenditures 3,226 4,158 R&D and investment tax credits 637 752 Investment in Evofem 4,750 - Stock-based compensation 1,627 1,584 Operating lease liability 273 271 Loss on Impairment of Debt - 3,320 Other 204 151 Total deferred tax assets $ 44,785 $ 34,958 Deferred tax liabilities: Right of use asset ( 273 ) ( 251 ) Fixed assets ( 56 ) ( 147 ) Total deferred tax liabilities ( 329 ) ( 398 ) Valuation allowance ( 44,456 ) ( 34,560 ) Net deferred tax assets/(liabilities) $ - $ - The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and tax credits. Management has considered the Company’s history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2025 and 2024, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2025 by approximately $ 9.9 million primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures. The Company’s valuation allowance increased during 2024 by approximately $ 9.9 million primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures. As of December 31, 2025 and 2024, the Company had U.S. federal net operating loss carryforwards of $ 34.1 million and $ 24.7 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act (“ TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80 % of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100 % of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The Company has federal net operating losses generated following 2017 of $ 99.8 million, which do not expire. The federal net operating losses generated prior to 2018 of $ 0.1 million will expire at various dates through 2037. The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year taxable income without the 80 % of the taxable income limitation under the TCJA which was enacted on December 22, 2017. The Company has been generating losses since its inception, as such the net operating loss carryback provision under the CARES Act is not applicable to the Company. F- 33 As of December 31, 2025 and 2024, the Company also had U.S. state net operating loss carryforwards (post-apportioned) of $ 2.8 million and $ 2.8 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2042. As of December 31, 2025, the Company had $ 0.0 million federal tax credit carryforwards available to reduce future tax liabilities which expire at various dates through 2042. As of December 31, 2024, the Company had $ 0.1 million federal tax credit carryforwards. As of December 31, 2025 and 2024, the Company had state research and development tax credit carryforwards of approximately $ 0.6 million and $ 0.8 million, respectively, which may be available to reduce future tax liabilities and can be carried over indefinitely. Utilization of the U.S. federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company has not, as of yet, conducted a study of research and development tax credit carryforwards. Such a study, once undertaken by the Company, may result in an adjustment to the research and development tax credit carryforwards; however, a full valuation allowance has been provided against the Company’s research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment is required. The Company files tax returns in the United States, California, Virginia, and New York. The Company is subject to U.S. federal and state tax examinations by tax authorities for the tax years ended December 31, 2019 through present. As of December 31, 2025 and 2024, the Company has recorded no liability for unrecognized tax benefits, interest, or penalties related to federal and state income tax matters and there currently no pending tax examinations. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. NOTE 13 – SEGMENT REPORTING The Company operates in one operating segment, and therefore one reportable segment, and is focused on the discovery and development of biopharmaceutical products. The Company’s business activities are managed on a consolidated basis through the development and potential commercialization of biopharmaceutical products, which are aimed at the global market in the event that products are successful in receiving regulatory approvals. Our determination that we operate as a single operating segment is consistent with the financial information regularly reviewed by the chief operating decision makers for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. Our chief operating decision makers are the Chief Executive Officer and Chief Financial Officer. The accounting policies for our single operating segment are the same as those described in the summary of significant accounting policies. Our single operating segment incurs expenses from the development of biopharmaceutical products. For the segment, the chief operating decision makers use net loss, that also is reported on the consolidated statements of operations as consolidated net loss, to allocate resources. The chief operating decision maker also uses consolidated net loss, along with non-financial inputs and qualitative information, to evaluate our performance, establish compensation, monitor budget versus actual results, and decide the allocation of funds in our various research activities. F- 34 NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated all significant events or transactions that occurred through March 31, 2026, the date these consolidated financial statements were available to be issued. Nasdaq Notification Letter On January 27, 2026, the Company received a letter from Nasdaq indicating that, based on Nasdaq’s review of the Company’s plan submitted on January 15, 2026, Nasdaq has granted the Company an extension to regain compliance with Nasdaq Listing Rule 5550(b) (the “Rule”). The Rule requires a company to maintain a minimum of $ 2,500,000 in stockholders’ equity, a market value of listed securities of at least $ 35,000,000 , 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. Nasdaq’s extension is conditioned on the Company completing financing transactions and, on or before May 15, 2026, furnishing to the Securities and Exchange Commission and Nasdaq a publicly available report that includes certain disclosures regarding the deficiency and the transaction or event the Company believes enabled it to satisfy the stockholders’ equity requirement for continued listing. Nasdaq’s letter also provides that the Company may be required to include, as applicable, a balance sheet no older than 60 days with pro forma adjustments evidencing compliance. Nasdaq further stated that if the Company fails to evidence compliance with the Rule upon filing its periodic report for the period ending June 30, 2026, the Company may be subject to delisting. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will be able to regain compliance with the Rule, or maintain compliance thereafter, or that Nasdaq will continue to grant the Company additional time to regain compliance. Vertalo Action On February 3, 2026, Vertalo, Inc. (“Vertalo”) filed an Original Petition against the Company in the District Court of Travis County, Texas (98th Judicial District), Cause No. D-1-GN-26-000795. The complaint follows Aditxt terminating their agreement with Vertalo for material breach. Vertalo’s complaint asserts claims for breach of contract and seeks, among other relief, alleged unpaid fees of $ 300,000 , warrants to acquire 6,250 shares of Aditxt common stock, $ 26,000 of alleged travel-related costs, additional alleged damages of at least $ 500,000 , attorneys’ fees, and interest. Aditxt disputes the allegations and intends to defend the matter vigorously, pursue counterclaims and pursue available claims and defenses. Based on information available to the Company at present, the Company cannot reasonably estimate a range of loss for this potential action We cannot predict the outcome of this dispute with certainty. Regardless of the outcome, this action could have an adverse impact on the Company due to legal costs, diversion of management resources, and other factors. 2026 Special Meeting On February 13, 2026, the Company reconvened its special meeting of stockholders (the “Reconvened Special Meeting”), which was initially held on January 30, 2026 in virtual format and adjourned until February 13, 2026 in order to allow for additional time for the Company’s stockholders to vote. An aggregate of 64,571 shares of the Company’s common stock or 33.39 % of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Reconvened Special Meeting. F- 35 The stockholders of the Company approved the following matters (i) for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023 (ii) for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 (iii) for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024 (iv) the Company’s 2025 Employee Stock Purchase Plan (v) to approve an amendment to our 2021 Plan to increase the number of shares of common stock issuable thereunder to 350,000 shares from 3 shares (vi) the Company’s proposed amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to change the Company’s name from “Aditxt, Inc.” to “bitXbio, Inc.” (vii) discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders Aditxt Reverse Split At the Reconvened Special Meeting, the stockholders approved a proposal to amend the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $ 0.001 at a specific ratio within a range of one-for five (1:for:5) to a maximum of one-for-two hundred fifty (1:for:250), with the exact ratio to be determined by the Company’s board of directors in its sole discretion. Following the Special Meeting, the board of directors approved the March 2026 Reverse Split with a ratio of one-for-eight (1:for:8) of the Company’s issued and outstanding shares of common stock. On March 9, 2026, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the March 2026 Reverse Split. The March 2026 Reverse Split became effective as of 4:01 p.m. Eastern Time on March 6, 2026, and the Company’s common stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened on March 9, 2026. The March 2026 Reverse Stock Split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement. When the March 2026 Reverse Split became effective, every 8 shares of the Company’s issued and outstanding common stock were automatically combined, converted and changed into 1 share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock created as a result of the March 2026 Reverse Split was rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee did not need to take any action in connection with the March 2026 Reverse Split. Stockholders of record received information from the Company’s transfer agent regarding their common stock ownership post- the March Reverse Stock Split. The Company’s common stock continues to trade on the Nasdaq Stock Market LLC under the existing symbol “ADTX”, but the security has been assigned a new CUSIP number (007025877). Acquisition of Ignite Proteomics, LLC On March 11, 2026, the Company entered into a Securities Purchase Agreement (the “Ignite Agreement”) with IMAC Holdings, Inc. (“IMAC”) and the several investors listed on the Schedule of Buyers attached to the Agreement (collectively, the “Ignite Buyers”) whereby the Ignite Buyers sold 100 % of their equity interests in Ignite Proteomics, LLC, a Delaware limited liability company (“Ignite”) and formerly a wholly owned subsidiary of IMAC plus $ 475,000 in cash, for a total consideration of 36,000 shares of the Company’s newly created Series A-2 Convertible Preferred Stock (the “Preferred A-2 Shares”). The stated value of the Preferred A-2 Shares is $ 1,000 per share for a total of $ 36,000,000 in preferred stock. The equity interests of Ignite purchased by the Company under the Ignite Agreement represent 100 % of the issued and outstanding equity of Ignite. As of the date of this filing, the Company is still determining the financial statement impact of the transaction. F- 36 The Preferred A-2 Shares are convertible into shares of Common Stock. If, as of the first anniversary of the Closing Date (as defined in the Ignite Agreement), the Conversion Price (as defined in the Certificate of Designation for the Preferred A-2 Shares) is less than the Market Price (as defined in the Ignite Agreement), the Company shall provide each stockholder entitled to vote at the next annual meeting of stockholders of the Company a proxy statement soliciting each such stockholder’s affirmative vote at the stockholder meeting for approval to change the amount of the Conversion Price to such lower number. If the stockholders do not approve changing the Conversion Price, the Company will again recommend approval of the new Conversion Price at each succeeding annual meeting of stockholders until such approval is obtained. Issuance of Note On March 11, 2026, the Company entered into a Note Purchase Agreement (the “March Note Purchase Agreement”) with the several buyers (the “March Note Buyers”), pursuant to which the Company will issue its 10 % original issue discount promissory notes (the “March 2026 Notes”) for the aggregate principal amount of $ 3,194,444 . The aggregate funding amount from all March Note Buyers was $ 2,875,000 at closing. The March 2026 Notes bear interest on the outstanding principal balance at 6 % per annum and shall adjust to 12 % per annum upon an Event of Default (as defined in the March 2026 Notes) so long as such Event of Default remains uncured. The March 2026Notes may be prepaid at anytime with no penalty. The March 2026Notes mature nine months from the issuance date, and all outstanding principal and accrued interest shall be due on the maturity date. A March Note Buyer also has the right to roll all or any portion of the March 2026 Notes into securities issued by the Company in future capital-raising transactions. January Loan Agreement Payoff On March 12, 2026, the Company entered into a payoff agreement (the “January Loan Payoff Agreement”) with the January Lender. Pursuant to the January Loan Payoff Agreement, the Company paid $ 1,064,985.99 to the January Lender to settle the outstanding balance of the January Loan Agreement and for the consent to enter into the March Note Purchase Agreement and Ignite Agreement. At the Market Activity For the period beginning January 1, 2026, through the date of this report, the Company sold 50,139 shares at an average price of $ 13.06 per share under the ATM. The sale of Shares generated net proceeds of approximately $ 633,631 after paying fees and expenses. On March 27, 2026, the Company increased the maximum aggregate offering price of the shares of the Company’s Common Stock issuable under the ATM with H.C. Wainwright &Co., dated October 25, 2024, by an additional $ 36,800,000 or up to $ 53,398,964 , not including the approximately $ 21,257,000 of shares of common stock sold to date under the ATM, and filed a prospectus supplement. Series A-1 Convertible Preferred Stock Redemptionss For the period beginning January 1, 2026 through the date of this report, the Company redeemed approximately 322 shares of Series A-1 Convertible Preferred Stock for $ 369,996 . As of the date of this report, the Company has an outstanding redemption payable of 356 shares Series A-1 Convertible Preferred Stock of $ 409,052 . Series A-1 Convertible Preferred Stock Conversions For the period beginning January 1, 2026 through the date of this report, the holders of the Series A-1 Convertible Preferred Stock converted approximately 604 shares of Series A-1 Convertible Preferred Stock for 408,239 shares of common stock. F- 37