Aditxt, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number: 001-39336 Aditxt, Inc. (Exact name of registrant as specified in its charter) Delaware 82-3204328 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2569 Wyandotte Street , Suite 101 Mountain View , CA 94043 (Address of principal executive offices) (Zip Code) (650) 870-1200 (Registrant’s telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share ADTX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 20, 2026, the registrant had 815,922 and 815,921 shares of common stock, $0.001 par value per share, issued and outstanding, respectively. Table of Contents INDEX Page No. Cautionary Note Regarding Forward-Looking Statements and Industry Data ii PART I FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) 1 Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 1 Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 2 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025 3 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative and Qualitative Disclosures About Market Risk 41 Item 4. Controls and Procedures 41 PART II OTHER INFORMATION Item 1. Legal Proceedings 42 Item 1A. Risk Factors 42 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43 Item 3. Defaults Upon Senior Securities 43 Item 4. Mine Safety Disclosures 43 Item 5. Other Information 43 Item 6. Exhibits 44 Signatures 45 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding: ● our financial situation creates doubt whether we will continue as a going concern; ● the Company’s receipt of a Nasdaq staff determination letter notifying the Company that it had determined to delist the Company’s securities from The Nasdaq Capital Market, the Company’s intent to appeal that determination, the timing and outcome of any appeal (including any stay of a delisting), the Company’s ability to regain or maintain compliance with Nasdaq listing standards, and the Company’s continued listing on Nasdaq; ● we have generated no significant revenue from commercial sales to date, and our future profitability is uncertain; ● if we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development, and you will likely lose your entire investment; ● we may need to raise additional funding, which may not be available on acceptable terms, or at all; ● even if we can raise additional funding, we may be required to do so on terms that are dilutive to you; ● the regulatory approval process is expensive, time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of our future product candidates, if any; ● we may encounter substantial delays in completing our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate safety and efficacy to the satisfaction of applicable regulatory authorities; ● if our future pre-clinical development and future clinical Phase I/II studies are unsuccessful, we may be unable to obtain regulatory approval of, or commercialize, our product candidates on a timely basis or at all; ● even if we receive regulatory approval for any of our product candidates, we may not be able to successfully commercialize the product and the revenue that we generate from their sales, if any, may be limited; ● adverse events involving our products may lead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result in product recalls that could harm our reputation, business and financial results; ● certain technologies are subject to licenses from LLU and Stanford (as defined below), each of which are revocable in certain circumstances, including in the event we do not achieve certain payments and milestone deadlines. Without these licenses, we may not be able to continue to develop our product candidates; ● if we were to lose our CLIA certification or state laboratory licenses, whether as a result of a revocation, suspension or limitation, we would no longer be able to offer our assays (including our AditxtScore™ platform), which would limit our revenues and harm our business. If we were to lose, or fail to obtain, a license in any other state where we are required to hold a license, we would not be able to test specimens from those states; ii ● our results of operations will be affected by the level of royalty and milestone payments that we are required to pay to third parties; ● we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do; ● our technologies and products under development, and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant revenues as a result; ● customers may not adopt our products quickly, or at all; ● the failure to obtain or maintain patents, licensing agreements and other intellectual property could materially impact our ability to compete effectively; ● some of our intellectual property may be subject to “march-in” rights by the U.S. federal government; ● we do not expect to pay dividends in the foreseeable future; ● we have issued a significant number of shares of convertible preferred stock and warrants and may continue to do so in the future. The conversion and/or exercise of these securities and the sale of the shares of common stock issuable thereunder may dilute your percentage ownership interest and may also result in downward pressure on the price of our common stock; and ● we may engage in future acquisitions or strategic transactions, which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management. All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition, and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes, or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles, and surveys. Industry surveys, publications, consultant surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources. References to Aditxt, Inc. Throughout this Quarterly Report on Form 10-Q, the “Company,” “Aditxt,” “we,” “us,” and “our” refers to Aditxt, Inc. and “our board of directors” refers to the board of directors of Aditxt, Inc. iii PART I - FINANCIAL INFORMATION Item 1. Financial Statements ADITXT, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 2026 2025 ASSETS CURRENT ASSETS: Cash $ 268,852 $ 3,198,599 Accounts receivable, net 11,974 - Inventory 128,366 5,774 Prepaid expenses 440,819 617,362 TOTAL CURRENT ASSETS 850,011 3,821,735 Fixed assets, net 810,463 880,241 Intangible assets, net 1,944 2,778 Deposits 61,586 61,586 Right of use asset 966,701 1,204,526 Convertible notes receivable, at fair value 4,007,664 3,899,859 Investment in Evofem 6,671,060 6,646,056 Goodwill 537,383 - TOTAL ASSETS $ 13,906,812 $ 16,516,781 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued expenses $ 7,917,831 $ 7,693,410 Mandatorily Redeemable A-1 Preferred Stock ( 356 and 678 shares) 409,053 779,049 Mandatorily Redeemable C-1 Preferred Stock ( 896 and 896 shares) 1,030,667 1,030,667 Notes payable, net of discount 3,306,211 1,855,445 Deferred rent 39,243 53,443 Operating lease liability, current 638,568 808,179 TOTAL CURRENT LIABILITIES 13,341,573 12,220,193 Operating lease liability, long term 288,890 342,904 Derivative liabilities 35,450,735 2 TOTAL LIABILITIES 49,081,198 12,563,099 COMMITMENTS AND CONTINGENCIES - - MEZZANINE EQUITY Series C-1 Convertible Preferred stock, $ 0.001 par value, 10,853 shares authorized, zero and zero shares issued and outstanding, respectively - - TOTAL MEZZANINE EQUITY - - STOCKHOLDERS’ EQUITY (DEFICIT) 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, 20,196 and 20,864 shares issued and outstanding, respectively 20 21 Series A-2 Preferred stock, $ 0.001 par value, 36,000 shares authorized, 36,000 and 0 shares issued and outstanding, respectively 36 - 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, 38,631 and 15,297 shares issued and 38,630 and 15,296 shares outstanding, respectively 39 15 Treasury stock, 1 and 1 shares, respectively ( 201,605 ) ( 201,605 ) Additional paid-in capital 191,319,135 214,365,867 Accumulated deficit ( 225,756,495 ) ( 209,808,770 ) Accumulated other comprehensive income 1,361,975 1,254,170 TOTAL ADITXT, INC. STOCKHOLDERS’ EQUITY (DEFICIT) ( 33,276,889 ) 5,609,704 NON-CONTROLLING INTEREST ( 1,897,497 ) ( 1,656,022 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) ( 35,174,386 ) 3,953,682 TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 13,906,812 $ 16,516,781 See accompanying notes to the consolidated financial statements. 1 ADITXT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended For the Three Months Ended March 31, 2026 March 31, 2025 REVENUE Sales $ 12,159 $ 1,018 Cost of goods sold 9,291 734 Gross profit 2,868 284 OPERATING EXPENSES General and administrative expenses $ 0 and $ 0 in stock-based compensation, respectively 3,317,648 4,348,274 Research and development $ 0 and $ 10,000 in stock-based compensation, respectively 1,047,083 1,209,205 Sales and marketing $ 0 and $ 0 in stock-based compensation, respectively - 50,920 Total operating expenses 4,364,731 5,608,399 NET LOSS FROM OPERATIONS ( 4,361,863 ) ( 5,608,115 ) OTHER INCOME (EXPENSE) Interest expense ( 27,136 ) ( 157,499 ) Interest income 280 288 Amortization of debt discount ( 24,687 ) ( 200,284 ) Change in fair value of derivative liabilities ( 11,800,798 ) 13,145 Change in fair value of Evofem warrants 25,004 - Total other expense ( 11,827,337 ) ( 344,350 ) Net loss before income taxes ( 16,189,200 ) ( 5,952,465 ) Income tax provision - - NET LOSS $ ( 16,189,200 ) $ ( 5,952,465 ) NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST ( 241,475 ) ( 242,156 ) NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES $ ( 15,947,725 ) $ ( 5,710,309 ) Net loss per share, basic and diluted $ ( 790.49 ) $ ( 198,072.98 ) Weighted average number of shares outstanding during the period, basic and diluted 20,174 29 COMPREHENSIVE LOSS: Net Loss $ ( 16,189,200 ) $ ( 5,952,465 ) Other Comprehensive Income: Change in fair value of Evofem note receivable 107,805 - TOTAL COMPREHENSIVE LOSS $ ( 16,081,395 ) $ ( 5,952,465 ) See accompanying notes to the consolidated financial statements. 2 ADITXT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited) Preferred A-1 Shares Preferred A-1 Shares Par Preferred A-2 Shares Preferred A-2 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 (Deficit) Balance December 31, 2025 20,864 $ 21 - $ - 2,689 $ 3 2,625 $ 3 15,296 $ 15 $ ( 201,605 ) $ 214,365,867 $ ( 209,808,770 ) $ 1,254,170 $ ( 1,656,022 ) $ 3,953,682 Issuance of shares for registered direct offering, net of issuance costs - - - - - - - - 1,857 2 - 603,259 - - - 603,261 Reclass of derivative liability from warrants - - - - - - - - - - - ( 13,736,777 ) - - - ( 13,736,777 ) Redemption of A-1 preferred stock ( 346 ) ( 1 ) - - - - - - 20,250 20 - ( 370,015 ) - - - ( 369,996 ) Reclass of A-1 preferred stock to Mandatorily Redeemable Preferred Stock ( 322 - - - - - - - - - - 369,996 - - - 369,996 Ignite Acquisition - - 36,000 36 - - - - - - - ( 36 ) -- - - - Rounding from reverse stock split - - - - - - - - 1,227 2 - ( 2 ) - - - Change in Evofem note receivable - - - - - - - - - - - - - 107,805 - 107,805 Derivative liability from conversion feature on preferred stock - - - - - - - - - - - ( 9,913,157 ) - - - ( 9,913,157 ) Net loss - - - - - - - - - - - - ( 15,947,725 ) - ( 241,475 ) ( 16,189,200 ) Balance March 31, 2026 20,196 $ 20 36,000 $ 36 2,689 $ 3 2,625 $ 3 38,630 $ 39 $ ( 201,605 ) $ 191,319,135 $ ( 225,756,495 ) $ 1,361,975 $ ( 1,897,497 ) $ ( 35,174,386 ) See accompanying notes to the consolidated financial statements. 3 ADITXT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited) 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 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 57 $ - $ ( 201,605 ) $ 169,970,722 $ ( 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 - - - - - - 8 - - 4,582,262 - - 4,582,262 - - - Issuance of shares under ELOC, net of issuance costs - - - - - - 37 - - 18,466,915 - - 18,466,915 - - - 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 for Pearsanta preferred stock - - - - - - - - - 10,000 - - 10,000 - - - Rounding from reverse stock split - - - - - - 1 - - - - - - - - - Net loss - - - - - - - - - - ( 5,710,309 ) ( 242,156 ) ( 5,952,465 ) - - - Balance March 31, 2025 22,071 $ 22 2,689 $ 3 2,625 $ 3 103 $ - $ ( 201,605 ) $ 191,949,390 $ ( 173,804,878 ) $ ( 825,336 ) $ 17,117,599 - $ - $ - See accompanying notes to the consolidated financial statements. 4 ADITXT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended For the Three Months Ended March 31, 2026 March 31, 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 16,189,200 ) $ ( 5,952,465 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation from asset purchase - 10,000 Depreciation expense 47,882 68,450 Amortization of intangible assets 834 833 Amortization of debt discount - note payable 24,687 200,284 Change in fair value of derivative liability 11,800,798 ( 13,145 ) Change in fair value of Evofem warrants ( 25,004 ) - Impairment of fixed assets 32,275 - Changes in operating assets and liabilities: Accounts receivable ( 11,974 ) 1,317 Prepaid expenses 294,310 ( 59,237 ) Deposits - ( 92,174 ) Inventory 9,289 2,188 Accounts payable and accrued expenses ( 562,609 ) ( 5,879,446 ) Net cash used in operating activities ( 4,578,712 ) ( 11,713,395 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed assets ( 10,379 ) - Net cash used in investing activities ( 10,379 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes and convertible notes payable, net of offering costs 2,855,000 - Repayments of note payable, related party - ( 115,000 ) Repayments of note payable ( 1,428,921 ) ( 2,778,978 ) Common stock, preferred stock, and warrants issued for cash, net of issuance costs 603,261 20,169,072 Cash from subscription receivable - 1,108,751 Redemptions of A-1 preferred stock ( 369,996 ) - Redemptions of C-1 preferred stock - ( 7,027,065 ) Net cash provided by financing activities 1,659,344 11,356,780 NET DECREASE IN CASH ( 2,929,747 ) ( 356,615 ) CASH AT BEGINNING OF PERIOD 3,198,599 833,031 CASH AT END OF PERIOD $ 268,852 $ 476,416 Supplemental cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest $ 152,965 $ 1,264,504 NONCASH INVESTING AND FINANCING ACTIVITIES: Derivative liability from conversion feature on warrants $ 13,736,777 $ - Derivative liability from conversion feature on preferred stock $ 9,913,157 $ - ELOC payable $ - $ 630,105 Series C-1 redemption payable $ - $ 1,247,367 ELOC commitment fee stock payable $ - $ 2,250,000 Reclassification of series A-1 preferred shares to liabilities $ 369,996 $ - Conversion of Series A-1 to common stock $ 20 $ - See accompanying notes to the consolidated financial statements. 5 ADITXT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 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. On May 15, 2026, the Company effectuated a 1-for-27 reverse stock split (the “May 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on May 18, 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 May 2026 Reverse Split. 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. 6 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 three months ended March 31, 2026, the Company had a net loss of $ 16,189,200 and negative cash flow from operating activities of $ 4,578,712 As of March 31, 2026, the Company’s cash balance was $ 268,852 . 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. (Note 14) 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. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2026 and 2025. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in condensed consolidated financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods. 7 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 March 31, 2026. Fair Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities $ 35,450,735 $ — $ 35,450,735 $ — $ 35,450,735 Investment in Evofem warrants 3,160,058 — 3,160,058 — 3,160,058 Evofem Notes 4,007,664 — — 4,007,664 4,007,664 Total $ 42,618,457 $ — $ 38,610,793 $ 4,007,664 $ 42,618,457 The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2025. Fair Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative liabilities $ 2 $ — $ 2 $ — $ 2 Investment in Evofem warrants 3,135,054 — 3,135,054 — 3,135,054 Evofem Notes 3,899,859 — — 3,899,859 3,899,859 Total $ 7,034,915 $ — $ 3,135,056 $ 3,899,859 $ 7,034,915 8 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 March 31, 2026 and December 31, 2025, gross accounts receivable was $ 11,974 and $ 0 , respectively. As of March 31, 2026 and December 31, 2025, there was a current expected credit loss of $0 and $ 0 , respectively. Accounts receivable is made up of billed and unbilled of $ 3,574 and $ 8,400 as of March 31, 2026, respectively, and $ 0 and $ 0 as of December 31, 2025, 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 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. 9 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. 10 The following table sets forth a summary of the components in equity investments. March 31, 2026 Evofem warrants, at fair value $ 3,160,058 Evofem F-1 Preferred Stock, net 3,511,002 As of March 31, 2026 $ 6,671,060 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 three months ended March 31, 2026 As of December 31, 2025 $ 6,646,056 Change in fair value of Evofem Warrants 25,004 As of March 31, 2026 $ 6,671,060 During the three months ended March 31, 2026, the Company recorded a change in the fair value of the Evofem warrants of $ 25,004 . 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 three months ended March 31, 2026, the Company recorded an impairment on its fixed assets of $ 32,275 . (See Note 4) Accounts Payable and Accrued Expenses As of March 31, 2026 and December 31, 2025, accounts payable and accrued expenses was comprised of: March 31, 2026 December 31, 2025 Accounts payable $ 7,728,747 $ 7,340,490 Accrued wages - 52,689 Accrued interest 189,084 300,041 Other - 190 Total accounts payable and accrued expenses $ 7,917,831 $ 7,693,410 Derivative Liabilities 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. 11 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. On February 13, 2026, at the reconvened Special Meeting of Stockholders, the Company’s stockholders approved the terms associated with the Series A-1 Preferred Stock and Series C-1 Preferred Stock. As approved, these instruments contain provisions that permit conversion at an alternate conversion amount, upon the occurrence of specified triggering thresholds set forth in the applicable Certificates of Designation, and voluntary adjustment of the conversion price by the Company. As of the reporting date, the Series A-1 and Series C-1 Preferred Stock are currently subject to the alternate conversion provisions. The Company has determined that a derivative feature exists on its shares of 20,552 shares of Series A-1 Convertible Preferred Stock, 2,689 shares of Series B-1 Convertible Preferred Stock, 2,625 shares of Series B-2 Convertible Preferred Stock, and 896 shares of Series C-1 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 the failure to file the applicable registration statement. On February 13, 2026, at the reconvened Special Meeting of Stockholders, the Company’s stockholders approved the terms and shares underlying 698,818 of the Company’s warrants. The Company has determined that a derivative feature exists on 698,818 of the Company’s warrants. This derivative arose from the warrants contain a lack of a floor price and reset provisions leading to a variable number of shares that can be issued on the exercise of these warrants. The Company valued the derivative using a Black-Scholes Model. For the three months ended March 31, 2026, the fair value the derivative was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 18.63 Expected dividend yield 0 % Risk free interest rate 3.92 % Expected life in years 5.00 Expected volatility 178 % 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 the preferred stock. The Company determined the expected volatility assumption for the preferred stock granted using the historical volatility of the Company’s common stock. The dividend yield assumption for the instruments 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 forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. The following table sets forth a summary of the fair value of the derivative liability. March 31, 2026 December 31, 2025 Fair value of derivative liability of Series A-1 Convertible Preferred Stock $ 14,064,288 $ - Fair value of derivative liability of Series B-1 Convertible Preferred Stock 1,840,155 1 Fair value of derivative liability of Series B-2 Convertible Preferred Stock 1,796,358 1 Fair value of derivative liability of Series C-1 Convertible Preferred Stock 613,157 - Fair value of derivative liability of warrants 17,136,777 - Total derivative liability $ 35,450,735 $ 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 March 31, 2026 and December 31, 2025, the Company had a full valuation allowance against its deferred tax assets. 12 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. 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. 13 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. 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 three months ended March 31, 2026 and 2025, the Company incurred patent licensing fees of $ 44,595 and $ 101,340 , 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 three months ended March 31, 2026 and 2025, the Company incurred research and development costs of $ 1,047,083 and $ 1,209,205 , 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 three months ended March 31, 2026 and 2025, the Company incurred sales and marketing costs of $0 and $ 50,920 , 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 three months ended March 31, 2026 and 2025, the Company recognized $ 241,475 and $ 242,156 in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately 97.0 % of Pearsanta, Inc., as of March 31, 2026. Pearsanta is consolidated in the Company’s financial statements. 14 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 March 31, 2026 Standard Conversion Common Stock Equivalent Liquidation Amount Series A Preferred Stock - - $ - Series A-1 Convertible Preferred Stock 1 20,552 1,103,165 25,689,940 Series A-2 Convertible Preferred Stock 36,000 488,222 36,000,000 Series B Preferred Stock - - - Series B-1 Convertible Preferred Stock 2,689 144,338 3,361,250 Series B-2 Convertible Preferred Stock 2,625 140,902 3,281,250 Series C Preferred Stock - - - Series C-1 Convertible Preferred Stock 1 896 48,107 1,120,290 Series D-1 Preferred Stock - - - Warrants 698,871 698,871 - Options 55 55 - Total Common Stock Equivalent 761,688 2,623,660 $ 69,452,730 1 Quantity issued and outstanding as of March 31, 2026, includes the additional shares classified as mandatorily redeemable in the consolidated balance sheets. 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 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. 15 NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on March 31, 2026: Cost Basis Accumulated Depreciation Net Computers $ 380,297 $ ( 378,198 ) $ 2,099 Lab Equipment 2,296,914 ( 1,527,332 ) 769,582 Office Furniture 53,750 ( 25,796 ) 27,954 Other Fixed Assets 148,605 ( 144,092 ) 4,513 Leasehold Improvements 90,779 ( 84,464 ) 6,315 Total Fixed Assets $ 2,970,345 $ ( 2,159,882 ) $ 810,463 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 Depreciation expense was $ 47,882 and $ 68,450 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $ 0 and $ 0 , respectively. During the three months ended March 31, 2026, the Company recognized an impairment on its fixed assets of $ 32,275 . Fixed asset activity for the three months ended March 31, 2026 consisted of the following: For the three months ended March 31, 2026 As of December 31, 2025 $ 2,992,241 Purchases 10,379 Impairment ( 32,275 ) As of March 31, 2026 $ 2,970,345 NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on March 31, 2026: Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ ( 321,000 ) $ - Intellectual property 10,000 ( 8,056 ) 1,944 Total Intangible Assets $ 331,000 $ ( 329,056 ) $ 1,944 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 16 Amortization expense was $ 834 and $ 833 for the three months ended March 31, 2026 and 2025, respectively. The Company’s proprietary technology is being amortized over its estimated useful life of three years . Intangible asset activity for the three months ended March 31, 2026 consisted of the following: For the three months ended March 31, 2026 As of December 31, 2025 331,000 Additions - As of March 31, 2026 $ 331,000 NOTE 6 – RELATED PARTY TRANSACTIONS On March 11, 2026, the Company completed the acquisition of Ignite in exchange for 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock (the “Preferred A-2 Shares”). Certain investors that received Series A-2 Convertible Preferred Stock as consideration in connection with the Ignite acquisition held pre-existing financial interests in the Company, including ownership of Series A-1 preferred stock, warrants, and other financing arrangements. In addition, certain parties involved in the transaction have participated in prior financing and strategic transactions involving the Company and related entities. Accordingly, the Company determined that the transaction constitutes a related party transaction under ASC 850. The acquisition was reviewed and approved in accordance with the Company’s corporate governance procedures. The accounting for the acquisition remains provisional under ASC 805 while the Company completes its valuation analysis of the consideration transferred and the identifiable assets acquired and liabilities assumed. As of the reporting date, the Company has preliminarily recorded the acquired net tangible assets based on management’s current estimate of fair value. The Company may record adjustments to the preliminary purchase price allocation during the measurement period as additional information becomes available. The Preferred A-2 Shares includes variable conversion pricing mechanisms, anti-dilution adjustments, beneficial ownership limitations, and other conversion features linked to the market price of the Company’s common stock. As of March 31, 2026, no amounts remained payable to the related parties in connection with the acquisition other than rights and obligations arising from the outstanding Preferred A-2 Shares and related transaction agreements. (Note 10) 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 . 17 As of March 31, 2026, the Evofem April Note has an outstanding principal balance of $ 2,307,692 , a fair value of $ 2,495,633 , and accrued interest of $ 0 . During the three months ended March 31, 2026, the Company recognized $ 0 in interest income and a change in fair value on the notes of $ 67,326 . 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. 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 March 31, 2026, the Evofem June Note has an outstanding principal balance of $ 1,423,077 , a fair value of $ 1,512,031 , and accrued interest of $ 0 . During the three months ended March 31, 2026, the Company recognized $ 0 in interest income and a change in fair value on the notes of $ 18,110 . During the three months ended March 31, 2026, the Company has adjusted the fair value of the Evofem Notes by $ 107,805 bringing the total fair value of the Evofem Notes to $ 4,007,664 as of March 31, 2026. The fair value of the convertible notes receivable was estimated using a Monte Carlo Model with the following assumptions: Evofem stock price $ 0.0088 Risk free interest rate 3.70 % Expected life in years 0.5 Expected volatility 54.7 % The following table sets forth a summary of the changes in the Evofem Notes: For the three months ended March 31, 2026 As of December 31, 2025 $ 3,899,859 Change in fair value of Evofem notes 107,805 As of March 31, 2026 $ 4,007,664 For the three months ended March 31, 2026, the fair value of each warrant granted with the convertible notes receivable was estimated using the assumption and/or factors in the Monte-Carlo Model as follows: Exercise price $ 0.0154 Expected dividend yield 0 % Risk free interest rate 3.87 - 3.88 % Expected life in years 4.02 - 4.24 Expected volatility 160 - 163 % 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. 18 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 March 31, 2026, the November Loan has an outstanding principal balance of $ 269,238 , an unamortized debt discount of $ 0 , and accrued interest of $ 0 . As of March 31, 2026, 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 . 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 $ 1,064,986 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. As of March 31, 2026, the January Loan had been paid off. In connection with January Loan Payoff Agreement, the Company paid approximately $ 160,000 as a one time charge, which is recorded in general and administrative expense. 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. 19 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 March 31, 2026, approximately 583 shares were redeemed, as a result approximately 356 Series A-1 Preferred Shares remain mandatorily redeemable. The remaining Series A-1 Preferred Shares are not contingently redeemable. As of March 31, 2026, there was a remaining principal balance of $ 157,286 , an unamortized debt discount of $ 0 , and accrued interest of $ 178,582 . During the three months ended March 31, 2026, the Company recognized $ 0 in amortization of debt discount. The May 2025 Note is in default status as of March 31, 2026. March 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 2026 Notes may be prepaid at anytime with no penalty. The March 2026 Notes mature nine months from the issuance date, and all outstanding principal and accrued interest shall be due on the maturity date, September 11, 2026. 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. As of March 31, 2026, there was a remaining principal balance of $ 3,194,444 , an unamortized debt discount of $314,757 , and accrued interest of $ 10,502 . During the three months ended March 31, 2026, the Company recognized $ 24,687 in amortization of debt discount. Interest During the three months ended March 31, 2026 and 2025, the Company recognized an interest expense of $ 27,136 and $ 157,499 , 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 March 31, 2026 and December 31, 2025 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. 20 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 March 31, 2026, 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 March 31, 2026 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 March 31, 2026, 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. 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 Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Components of total lease costs: Operating lease expense $ 294,882 $ 262,206 Total lease costs $ 294,882 $ 262,206 Lease Positions as of March 31, 2026 and December 31, 2025 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: March 31, 2026 December 31, 2025 Assets Right of use asset – long term $ 966,701 $ 1,204,526 Total right of use asset $ 966,701 $ 1,204,526 Liabilities Operating lease liabilities – short term $ 638,568 $ 808,179 Operating lease liabilities – long term 288,890 342,904 Total lease liability $ 927,458 $ 1,151,083 Lease Terms and Discount Rate as of March 31, 2026 Weighted average remaining lease term (in years) – operating leases 1.76 Weighted average discount rate – operating leases 8.00 % 21 Maturities of leases are as follows: 2026 $ 530,003 2027 389,165 2028 98,005 Total lease payments $ 1,017,173 Less imputed interest ( 89,715 ) Less current portion ( 638,568 ) Total maturities, due beyond one year $ 288,890 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. 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. 22 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. 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. 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”). As of March 31, 2026, there is $ 650,000 remaining of the Appili Termination Fee. The Appili Termination Fee is recorded in general and administrative expenses. 23 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 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. (Note 6) 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. Following the closing of the transaction, Ignite’s financial statements as of the closing date were consolidated with the Consolidated Financial Statements of the Company. The following presents the consideration paid for the acquisition of Ignite and the purchase price allocation. Purchase Price Consideration Assets $ 249,612 Liabilities 786,995 Goodwill* 537,383 Total purchase price consideration* $ - * The purchase price allocation remains provisional under ASC 805 pending completion of the Company’s valuation analysis, including the determination of the fair market value of the A-2 preferred shares. As of the reporting date, $ 537,383 of goodwill has been recognized. The Company may record adjustments to the preliminary purchase price allocation during the measurement period as additional information becomes available. Legal Proceedings The Company is party to various actions and claims arising in the normal course of business, including the below Vertalo Action. 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. 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. Notably, Vertalo did not serve the Company in this matter and thus proceedings have not commenced. Aditxt disputes the allegations and in the event proceedings do commence, Aditxt 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. 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. 24 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. On May 15, 2026, the Company effectuated a 1-for-27 reverse stock split (the “May 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on May 18, 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 May 2026 Reverse Split. 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”). For the three months ended March 31, 2026, the Company sold 1,857 shares at an average price of $ 341.21 per share under the ATM. The sale of Shares generated net proceeds of approximately $ 633,631 after paying fees and expenses. For the three months ended March 31, 2025, the Company sold 8 shares at an average price of $ 572,782.79 per share under the ATM. The sale of Shares generated net proceeds of approximately $ 4,582,262 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. 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. During the three months ended March 31, 2026, the Company sold 0 shares under the ELOC Purchase Agreement. During the three months ended March 31, 2025, the Company sold 35 shares at an average price of $ 443,700.72 per share under the ELOC Purchase Agreement. The sale of shares generated net proceeds of approximately $ 15,529,525 after paying fees and expenses. 25 Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $ 0.001 per share. There were 62,762 and 27,752 shares of preferred stock outstanding as of March 31, 2026 and December 31, 2025, 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 March 31, 2026 Standard Conversion Common Stock Equivalent Liquidation Amount Series A Preferred Stock - - $ - Series A-1 Convertible Preferred Stock 1 20,552 1,103,165 25,689,940 Series A-2 Convertible Preferred Stock 36,000 488,222 36,000,000 Series B Preferred Stock - - - Series B-1 Convertible Preferred Stock 2,689 144,338 3,361,250 Series B-2 Convertible Preferred Stock 2,625 140,902 3,281,250 Series C Preferred Stock - - - Series C-1 Convertible Preferred Stock 1 896 48,107 1,120,290 Series D-1 Preferred Stock - - - Total Aditxt Preferred Shares Outstanding 62,762 1,924,734 $ 69,452,730 1 Quantity issued and outstanding as of March 31, 2026, includes the additional shares classified as mandatorily redeemable in the consolidated balance sheets. Series A-1 Convertible Preferred Stock Redemptions For the three months ended March 31, 2026, 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 three months ended March 31, 2026, the holders of the Series A-1 Convertible Preferred Stock converted approximately 668 shares of Series A-1 Convertible Preferred Stock for 20,250 shares of common stock. 26 Stock-Based Compensation During the three months ended March 31, 2026 and 2025, 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, 2025 55 $ 669,091,001,105.46 5.72 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31, 2026 55 $ 669,091,001,105.46 5.48 Nonvested Stock Options Number Weighted- Average Exercise Price Nonvested on December 31, 2025 - $ - Granted - - Vested - - Forfeited - - Nonvested on March 31, 2026 - $ - As of March 31, 2026, there were 55 exercisable options; these options had a weighted average exercise price $ 669,091,001,105.46 . 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 three months ended March 31, 2026 and 2025, Pearsanta granted no new options under the Pearsanta 2023 Plan. 27 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, 2025 181,227 $ 1.19 7.84 Granted - - - Exercised - - - Expired or forfeited - - - Rounding in connection with Reverse Split - - - Outstanding March 31, 2026 181,227 $ 1.19 7.59 Nonvested Stock Options Number Weighted- Average Exercise Price Nonvested on December 31, 2025 - $ - Granted - - Vested - - Forfeited           -          - Nonvested on March 31, 2026 - $ - As of March 31, 2026, 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 three months ended March 31, 2026. The remaining value to be expensed is $ 0 as of March 31, 2026. The weighted average vesting term is 0 years as of March 31, 2026. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $ 0 during the three months ended March 31, 2026. 28 Warrants A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2025 77 $ 19,764,861,421.50 1.49 Granted - - - Issued due to resets 698,798 18.63 3.24 Exercised - - - Expired or forfeited ( 4 ) 1,952,640,000,000.00 - Outstanding March 31, 2026 698,871 $ 9,068,800.72 3.24 Nonvested Warrants Number Weighted- Average Exercise Price Nonvested on December 31, 2025 - $ - Granted - - Issued due to resets 18,868,057 18.63 Vested ( 18,868,057 ) 18.63 Forfeited - - Nonvested on March 31, 2026 - $ - The Company recognized stock-based compensation expense related to all options granted and vesting expense of $ 0 during the three months ended March 31, 2026. The remaining value to be expensed is $ 0 as of March 31, 2026. The weighted average vesting term is 0 years as of March 31, 2026. Warrant Reprice The August Exchange Agreement, July 2024 Senior Notes, May PIPE, and May PIPE Placement Agent Warrants, (collectively, the “Repriced Outstanding Warrants”) contain full-ratchet anti-dilution provisions whereby the exercise price is adjusted downward in the event the Company issues equity securities at an effective price lower than the warrants’ then-current exercise price. In certain circumstances, the provisions may also require the issuance of additional warrants and/or additional shares underlying the warrants. Following stockholder approval at the reconvened Special Meeting of Stockholders on February 13, 2026, these provisions became effective. During the period, the Company effectuated conversions of Preferred A-1 with conversion prices below the exercise prices of certain outstanding warrants, which triggered downward repricing adjustments under the warrant agreements. Accordingly, the affected warrants were remeasured at fair value and classified as derivative liabilities. For the three months ended March 31, 2026, pursuant to the warrant agreements repriced certain of the Company’s warrants originally issued with the Repriced Outstanding Warrants, pursuant to which the Company adjusted the exercise price of the Repriced Outstanding Warrants to lower the exercise price of the Outstanding Warrants to $ 18.63 per share. A total of 20 warrants were repriced. The reprice of the warrants also resulted in an increase in the amount of shares of common stock issuable upon exercise of such warrants of 698,798 shares. In connection with the warrant reprices, warrants were reclassed to be a derivative liability in the amount of $ 17,136,777 . The August Exchange Agreement warrants were repriced to $ 18.63 and the number of shares issuable upon exercise of such warrants was increased by 205,477 shares as a result of the reprice provisions. The July 2024 Senior Notes warrants were repriced to $ 18.63 and the number of shares issuable upon exercise of such warrants was increased by 248,568 shares as a result of the reprice provisions. The May PIPE and May PIPE Placement Agent Warrants were repriced to $ 18.63 and the number of shares issuable upon exercise of such warrants was increased by 244,753 shares as a result of the reprice provisions. During the three months ended March 31, 2026, the Company recognized a change in fair value on the warrants of approximately $3,400,000. For the three months ended March 31, 2026, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: Exercise price $ 18.63 Expected dividend yield 0 % Risk free interest rate 3.81 % Expected life in years 2.09 - 3.36 Expected volatility 189 - 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. 29 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. NOTE 12 – INCOME TAXES The Company has incurred losses since inception. During the three months ended March 31, 2026, the Company did not provide any provision for income taxes as the Company incurred losses during such period. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the need for a valuation allowance, the Company has considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, the Company has recorded a full valuation allowance for its net deferred tax assets as of March 31, 2026. As of March 31, 2026, the Company did not have any amounts recorded pertaining to uncertain tax positions. 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. 30 NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated all significant events or transactions that occurred through May 19, 2026, the date these consolidated financial statements were available to be issued. Nasdaq Notification Letters On April 1, 2026, the Company received a letter from Nasdaq notifying the Company that, based on the Company’s Annual Report on Form 10-K filed on March 31, 2026, evidencing stockholders’ equity of $ 3,953,682 , Nasdaq has determined that the Company now complies with such continued listing standards and that this matter is closed. On May 6, 2026, the Company received a Staff Determination letter (the “Staff Determination”) from the Listing Qualifications Department of the Nasdaq notifying the Company that Nasdaq Staff had determined to delist the Company’s securities from The Nasdaq Capital Market. The Staff Determination stated that the bid price of the Company’s listed securities had closed at less than $1.00 per share over the previous 30 consecutive business days, from March 24, 2026 through May 5, 2026, and that, as a result, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Rule”). The Staff Determination further stated that, although companies are typically afforded a 180-calendar day period to regain compliance with the Bid Price Rule, the Company is not eligible for any such compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv). Nasdaq Staff cited the fact that the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. The Company has requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal Nasdaq Staff’s determination. This hearing request will stay any further delisting actions through the Hearing process. At the hearing, the Company expects to present its plan to regain compliance with Nasdaq’s continued listing requirements. There can be no assurance that the Company will be successful in its appeal, that the Panel will grant the Company’s request for continued listing, or that the Company will be able to regain or maintain compliance with any applicable Nasdaq listing requirements. Issuance of Note On April 10, 2026, the Company issued and sold senior unsecured promissory notes (each, a “Note,” and collectively, the “Notes”) to accredited investors in the aggregate original principal amount of $ 1,250,000 for an aggregate purchase price of $ 1,000,000 , reflecting an aggregate original issue discount of $ 250,000 . The Notes bear interest at a rate of 10 % per annum, payable monthly, and mature on September 30, 2026. Pursuant to the Notes, if the Company sells shares of Common Stock pursuant to an at-the-market offering or equity line of credit, 100 % of the aggregate gross proceeds from such sales, less reasonable and documented legal fees and expenses, must be applied on a weekly basis to redeem the Notes at a redemption price equal to 120 % of the outstanding amount redeemed. The Notes also permit the Company to redeem all, but not less than all, of the outstanding amount of the Notes at 120% of the outstanding amount redeemed, subject to the terms of the Notes. In addition, upon an event of default, holders may require the Company to redeem the Notes at 125% of the outstanding amount being redeemed, and upon a bankruptcy event of default, the Company must immediately pay an amount equal to 125% of all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges. The Notes also grant one specific noteholder the right to withhold applicable equity line and at-the-market proceeds for direct distribution to the holders until the Notes are repaid in full. Following the maturity date and until the Notes have been redeemed or otherwise satisfied, the Notes contain various negative covenants, including restrictions on indebtedness, liens, dividends and other restricted payments, asset transfers and the early maturity or acceleration of other indebtedness. Series A-1 Convertible Preferred Stock Conversions For the period beginning April 1, 2026 through the date of this report, the holders of the Series A-1 Convertible Preferred Stock converted approximately 2,353 shares of Series A-1 Convertible Preferred Stock for 666,382 shares of common stock. Warrant Exercises For the period beginning April 1, 2026 through the date of this report, the holders of warrants have exercised 110,737 warrants for 110,737 shares of common stock. Letter of Intent On May 12, 2026, the Company entered into a non-binding letter of intent with a special purpose acquisition company, pursuant to which the special purpose acquisition company would acquire the Company’s wholly-owned subsidiary, Ignite Proteomics, LLC, in a business combination implying a pre-money equity valuation of Ignite of $ 150,000,000 . The proposed transaction remains subject to negotiation and execution of definitive agreements, regulatory and stockholder approvals, and other customary closing conditions, and there can be no assurance that the transaction will be consummated. Reverse Stock Split On May 15, 2026, the Company effectuated a 1-for-27 reverse stock split (the “May 2026 Reverse Split”). The Company’s stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on May 18, 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 May 2026 Reverse Split. 31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report on Form 10-Q, including those factors set forth in the section entitled “Cautionary Note Regarding Forward-Looking Statements and Industry Data” and in the section entitled “Risk Factors” in Part II, Item 1A. Overview and Mission We believe the world needs—and deserves—a new approach to innovation that harnesses the power of large groups of stakeholders who work together to ensure that the most promising innovations reach people who need them most. We were incorporated in the State of Delaware on September 28, 2017, and our headquarters are in Mountain View, California. The Company was founded with a mission of redefining how health innovations are discovered, developed, and deployed—transforming a highly centralized industry into a socially owned and guided ecosystem to advance human well-being. The socialization of innovation through engaging stakeholders in every aspect of it, is key to transforming more innovations, more rapidly, and more efficiently. At inception, the first innovation we took on was an immune modulation technology titled ADI/Adimune with a focus on prolonging life and enhancing life quality of patients that have undergone organ transplants. Since then, we expanded our portfolio of innovations and subsidiaries, and we continue to evaluate a variety of promising health innovations. ADIMUNE ™ , INC. Subsidiary Formed in January 2023, Adimune™, Inc. (“Adimune”) is focused on leading our immune modulation therapeutic programs. Adimune’s proprietary immune modulation product, Apoptotic DNA Immunotherapy™ (ADI™), utilizes a novel approach that mimics the way our bodies naturally induce tolerance to our own tissues. It includes two DNA molecules designed to deliver signals to induce tolerance. ADI-100, the first product candidate based on the ADI platform, is designed to tolerize against an antigen known as glutamic acid decarboxylase (“GAD”), which is implicated in type-1 diabetes (T1D), psoriasis, and in many autoimmune diseases of the CNS and has been successfully tested in several preclinical models (e.g., skin grafting, psoriasis, and T1D). All preclinical studies for ADI-100 have been completed providing several data points supporting the potential effectiveness of ADI-100 in restoring durable tolerance as illustrated in 10-month studies in prevention and treatment of T1D in nonclinical animal models. Preclinical safety and toxicology studies have shown absence of drug toxicity, no antibody formation to the drug product, and a lack of persistence in all organs evaluated except the skin (at the injection site). Furthermore, Adimune has demonstrated in three separate preclinical studies that ADI-100 does not impair the responsiveness of the immune system to combat infection, cancer, or the tumor fighting capabilities of checkpoint inhibitors. 32 Good Manufacturing Practices (GMP) clinical-grade drug substances have been successfully manufactured by a qualified contract manufacturer. The clinical grade drug substances are now being prepared for shipment to another contract manufacturer to be formulated into the final drug product in preparation for stability testing and use in the clinical trials pending required regulatory submissions. Lastly, one remaining drug product release stability assay specifically designed for ADI-100 is in the final stages of qualification to be used once the final drug product is ready. Preclinical and manufacturing data, including the clinical-grade drug substance, are essential components of the complete dossier that we intend to submit to the regulatory agencies, which evaluate the safety and quality of the final drug product to be administered in the clinical trials. Adimune has had pre-submission meetings with the regulatory agency in Germany and has completed the additional studies requested. For the clinical trials that are planned in Germany, Adimune has engaged with a Contract Research Organization (CRO) to manage the process, including site selection for clinical studies planned in psoriasis and T1D. In parallel, Adimune is working with the Mayo Clinic to prepare the IND package for FDA submission and is awaiting a pre-IND meeting expected in the second quarter of this year to review the package before full submission. In May 2023, Adimune entered into a clinical trial agreement with the Mayo Clinic to advance clinical studies targeting autoimmune diseases of the central nervous system (“CNS”) with the initial focus on the rare, but debilitating, autoimmune disease Stiff Person Syndrome (“SPS”). According to the National Organization of Rare Diseases, the exact incidence and prevalence of SPS is unknown; however, one estimate places the incidence at approximately one in one million individuals in the general population. Pending approval by the International Review Board and U.S. Food and Drug Administration, a human trial for SPS is expected to get underway in 2026 with enrollment of 10-20 patients, some of whom may also have T1D. In these studies, the primary readouts for ADI-100 will be safety and tolerability as well as clinical and immunological signals of tolerance induction. Background The discovery of immunosuppressive (anti-rejection and monoclonal antibodies) drugs over the past 40 years has made possible life-saving organ transplantation procedures and blocking of unwanted immune responses in autoimmune diseases. However, immune suppression leads to significant undesirable side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately and broadly suppresses immune function throughout the body. While the use of these drugs has been justifiable because they prevent or delay organ rejection, their use for treatment of autoimmune diseases and allergies may not be widely acceptable because of the aforementioned side effects. Furthermore, often transplanted organs ultimately fail despite the use of immune suppression, and about 40% of transplanted organs survive no more than five years. Through Aditxt, Adimune has the right to the exclusive worldwide license for commercializing ADI nucleic acid-based technology from Loma Linda University. ADI has been designed to use a novel approach that mimics the way the body naturally induces tolerance to our own tissues (“therapeutically induced immune tolerance”). While immune suppression requires continuous administration to prevent rejection of a transplanted organ, induction of tolerance has the potential to retrain the immune system to accept the organ for longer periods of time. ADI may potentially allow patients to live with transplanted organs with significantly reduced need for immune suppression. ADI is a technology platform which we believe can be engineered to address a wide variety of indications. 33 Advantages ADI™ is a nucleic acid-based technology ( e.g. , DNA-based), which we believe selectively suppresses only those immune cells involved in attacking (in autoimmune diseases) or rejecting self (in transplanted tissues and organs). It does so by tapping into the body’s natural process of cell turnover (i.e., apoptosis) to retrain the immune system to stop unwanted attacks on self or transplanted tissues. Apoptosis is a natural process used by the body to clear dying cells and to allow recognition and tolerance to self-tissues. ADI triggers this process by enabling the cells of the immune system to recognize the targeted tissues as “self.” Conceptually, it is designed to retrain the immune system to accept the tissues, similar to how natural apoptosis reminds our immune system to be tolerant to our own “self” tissues. While various groups have promoted tolerance through cell therapies and ex vivo manipulation of patient cells (i.e., conducted outside the body), to our knowledge, we will be unique in our approach of using in-body induction of apoptosis to promote tolerance to specific tissues. In addition, ADI treatment itself will not require additional hospitalization but only an injection of minute amounts of the therapeutic drug into the skin. Moreover, preclinical studies have demonstrated that ADI treatment significantly and substantially prolongs graft survival, in addition to successfully “reversing” other established immune-mediated inflammatory processes. License Agreement with Loma Linda University (“LLU”) On March 15, 2018, we entered into a License Agreement with LLU, which was subsequently amended on July 1, 2020. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases (the ADI™ technology). In consideration of the LLU License Agreement, we issued 1 share of common stock to LLU. PEARSANTA, INC. Subsidiary The best approach for addressing cancer may be its early detection. Pearsanta is pioneering the development of molecular tests based on the mitochondrial DNA (mtDNA) to develop tests for early detection of cancer. Though further technical development and clinical validation is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional characteristics of mtDNA, and more specifically mutated mtDNA, render it a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment, and therapeutic targeting. Pearsanta acquired the assets of MDNA Life Sciences, Inc. on January 4, 2024. Through the acquisition of these assets, and in particular the Mitomic ® Technology platform, patents, and intellectual property, our management believes that Pearsanta is well positioned for research and discovery of mtDNA-based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mtDNA-based biomarkers for a wide spectrum of human diseases. 34 Pearsanta is continuing to leverage this technology to discover mtDNA-based biomarkers. Though Pearsanta has no commercially available FDA or foreign regulatory approved products, Pearsanta has two product candidates in development and hopes to enter the cancer screening market with these two product candidates, and if proven successful continue to discover additional mtDNA-based biomarkers and develop a pipeline of disease screening and diagnostics tests. The current in-development products include a potential product for prostate cancer diagnosis and a potential product for the detection of endometriosis. Pearsanta has also discovered mtDNA-based biomarkers, which it believes are associated with ovarian cancer and lung cancer; and Pearsanta intends to pursue the biomarker identification phase of development for pancreatic, liver, breast, stomach, esophageal, and colorectal cancers. Licensed Technologies – AditxtScore TM We issued Pearsanta an exclusive worldwide sub-license (the “Exclusive Worldwide Sublicense Agreement”) for commercializing the AditxtScore™ technology which provides a personalized comprehensive profile of the immune system. AditxtScore is intended to detect individual immune responses to viruses, bacteria, peptides, drugs, supplements, bone marrow and solid organ transplants, and cancer. It has broad applicability to many other agents of clinical interest impacting the immune system, including those not yet identified such as emerging infectious agents. On September 23, 2025, the Company and Pearsanta entered in a Mutual Termination Agreement (the “Exclusive Worldwide Sublicense Termination Agreement”) to terminate the Exclusive Worldwide Sublicense Agreement. As provided in the Exclusive Worldwide Sublicense Termination Agreement, the Exclusive Worldwide Sublicense Agreement has been terminated in its entirety and all rights and obligations of the parties under the Exclusive Worldwide Sublicense Agreement have ceased. A non-exclusive licensing agreement has been granted by Aditxt to Pearsanta as of December 30, 2025 for the use of the technology for evaluating levels of antibodies and neutralizing antibodies to SARS-CoV-2, which are currently available in use by the CLIA/CAP facility in Richmond, VA. Advantages The advantages of the AditxtScore technology include the following: ● greater sensitivity/specificity. ● 20-fold higher dynamic range, greatly reducing signal to noise compared to conventional assays. ● ability to customize assays and multiplex a large number of analytes with speed and efficiency. ● ability to test for cellular immune responses (i.e., T and B cells and cytokines). ● proprietary reporting algorithm. License Agreement with Leland Stanford Junior University (“Stanford”) On February 3, 2020, we entered into an exclusive license agreement (the “February 2020 License Agreement”) with Stanford with regard to a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license to Stanford’s patent with regard to use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented FlowSpot technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the “February 2020 License Agreement”). However, Stanford agreed not to grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology and securing worldwide exclusivity in all fields of use of the licensed technology. 35 AditxtScore and FlowSpot have been designed to enable individuals and their healthcare providers to understand, manage and monitor their immune profiles and to stay informed about attacks on or by their immune system. We believe these platforms can also assist the medical community and individuals in anticipating the immune system’s potential response to viruses, bacteria, allergens, and foreign tissues such as transplanted organs. These technologies may be able to serve as tools allowing for more time to respond appropriately. Their advantages include the ability to provide simple, rapid, accurate, high throughput assays that can be multiplexed to determine immune status with respect to several factors simultaneously, in approximately 3-16 hours. In addition, they can determine and differentiate between distinct types of cellular and humoral immune responses (e.g., T and B cells and other cell types). The FlowSpot technology can also provide simultaneous monitoring of cell activation and levels of cytokine release (i.e., cytokine storms). In collaboration with its partners, the platforms underlying AditxtScore and FlowSpot are being further evaluated for evaluating the immune status of individuals including those with hypersensitivity to certain antigens (e.g., patients with autoimmunity). These tests may become tools that can monitor dynamic changes after administration of immunotherapies designed to tolerize to these target antigens. Technologies – Mitomic ® Technology Platform In January 2024, Pearsanta acquired the assets comprising our Mitomic ® Technology platform from MDNA Life Sciences Inc. This platform seeks to harness the unique properties of mitochondrial DNA (“mtDNA”) to detect disease through non-invasive, blood-based liquid biopsies. Though further technical development and clinical validation is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional characteristics of mtDNA, and more specifically mutated mtDNA, make mtDNA a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment, and therapeutic targeting. Pearsanta plans to license distribution rights through various agreements with U.S.-based and international business partners to commercialize our Mitomic ® Technology, should Mitomic ® tests be successfully developed and successfully approved by the FDA, or a foreign regulator or other relevant regulatory agency. We believe our biomarker portfolio covers many high-clinical need cancers, with potential applications outside oncology. Pearsanta leases a state-of-the-art facility located in Richmond VA, that is a high-complexity, CLIA-certified, CAP-accredited and NYS CLEP-approved laboratory equipped to accommodate rapid development and rollout of innovative laboratory tests for the clinical market. Our laboratory facility is optimized for contamination prevention including dedicated workspaces for key functions; advanced molecular biology capabilities including digital PCR, real-time PCR, automated electrophoresis with scale-up capacity and redundancy; and automated and semi-automated (robotic) processes for DNA/RNA isolation and liquid handling to achieve efficient and standardized workflows. Our Mitomic ® Products and Product Candidates The Mitomic ® Technology targets mutations in mtDNA to detect disease. Every human cell is home to multiple copies of mtDNA, some of which become mutated beyond repair when cells are stressed by diseases such as cancer. Though further technical development and clinical validation is required to determine utility, Mitomic ® tests are being designed to detect this mutated DNA, which can accumulate from the very early stages of a disease. If the development of Mitomic ® tests is successful and if Mitomic ® tests can achieve their still unproven objective of early disease detection, our Mitomic ® Technology presents an opportunity to detect disease before it presents clinically. The Mitomic ® Technology platform is designed to identify biomarker targets, develop robust assays, discover new biomarkers, and develop new products. The biomarker identification program is based on the identification of a new class of molecules generated through a process associated with mitochondria. The Mitomic ® Technology platform has already discovered biomarkers which are believed to be associated with cancer and has generated an “in-silico” database, which is an experiment that generates thousands of potential biomarkers, developed through computer software and simulation. 36 To date, the Mitomic ® Technology biomarker discoveries have identified numerous biomarker targets from the in-silico database, and we plan to use these biomarker targets in our various assay development programs. Mitomic ® Prostate Test (MPT™) is currently in development and is being designed as a blood-based assay that quantifies the level of the 3.4kb mtDNA deletion. Published analytical data for the 3.4kb mtDNA deletion associated with prostate cancer, suggests the 3.4kb mtDNA deletion may be able to identify clinically significant prostate cancer for men in the prostate-specific antigen (PSA) grey zone (PSA < 10ng/ml) and if proven through ongoing clinical study, the 3.4kb mtDNA deletion may be able to aid in the decision to biopsy. Some of the significant clinical challenges that have not been met for prostate cancer are that up to 50% of men will be ‘over’ diagnosed with cancer that never harms them and the risks associated with treatment of low-grade cancers (≤ Gleason 6) appear to outweigh the benefits –e.g. urinary incontinence, erectile dysfunction. 1 NIH National Cancer Institute reports this number is even higher at ~ 75% based on 5-year survival rates. Seer database (https://seer.cancer.gov/statfacts/html/prost.html). Mitomic ® Prostate Test (MPT™) is in development and is being designed with the following objectives: ● Simple – The test is expected to be completed using a patient’s blood sample and is not expected to require an algorithm. ● Provide New Information – If ongoing clinical studies support the published analytical data for the 3.4kb mtDNA deletion, healthcare providers will be provided with new information related to clinically significant prostate cancer – independent of PSA, age, and family history. Mitomic Endometriosis Test (MET™) is currently in development and is being designed as a blood-based assay that quantifies the level of one or more mtDNA deletions which published analytical data suggest are associated with endometriosis – a condition affecting approximately 1 in 10 women according to Endometriosis World and the World Health Organization. The MET is intended for use in females of child-bearing age who present symptoms of endometriosis to determine whether medical or surgical intervention is warranted. Endometriosis occurs when the tissue of the uterus (endometrium) grows in areas where it does not belong, most often on the ovaries, fallopian tubes, outer surface of the uterus, and tissues holding the uterus, but can be found almost anywhere in the body. Endometriosis is challenging to identify, and on average takes ten years to diagnose, and when patients are finally diagnosed, greater than 90% have moderate to severe symptoms. Technologies – Adductomics Technology On March 21, 2025, Pearsanta acquired certain patents related to the detection and analysis of DNA adducts. DNA adducts are chemically modified nucleotides that result from exposure to carcinogens and other damaging agents, serving as early indicators of genomic instability and increased cancer risk. The technology includes proprietary mass-tag enhancements designed to improve the sensitivity and specificity of DNA adduct detection across a full genomic landscape. Pearsanta intends to develop this platform to enable a comprehensive, panoramic assessment of DNA adducts using urine, blood, or solid tissue samples. This approach aims to provide actionable insights into DNA damage before mutations occur, offering the potential to identify environmental or biological factors that contribute to cancer risk. The development roadmap includes further validation of the technology and the creation of commercially available diagnostic kits. While still in the early stages, Pearsanta anticipates that additional development over the next two to three years will advance this platform toward clinical and commercial applications. ADIVIR™ INC. Subsidiary Formed in April 2023, Adivir™, Inc. (“Adivir”) is a wholly owned subsidiary of Aditxt, Inc., dedicated to advancing the clinical and commercial development of innovative products intended to address significant unmet needs in infectious disease and population health. Adivir is focused on building a portfolio of antiviral and other antimicrobial solutions designed to target life-threatening viral infections and emerging pathogens. Its strategic objective is to identify, develop, and commercialize therapeutic candidates that have the potential to improve treatment access and outcomes in areas where existing options are limited or inadequate. 37 We believe the global healthcare landscape underscores the critical importance of strengthening antiviral preparedness and accelerating development of both novel and repurposed therapeutic solutions. Through Adivir, the Company seeks to contribute to addressing the ongoing and evolving challenges posed by infectious diseases worldwide. ADIFEM, INC. Subsidiary Adifem, Inc. (“Adifem”), f/k/a Adicure, Inc., was formed in April of 2024 connection with Aditxt’s planned strategic expansion into women’s health through its proposed acquisition of Evofem Biosciences. Adifem is a wholly owned subsidiary of the Company dedicated to advancing innovative solutions that address critical unmet needs in women’s health. Although we are no longer pursuing the acquisition of Evofem Biosciences, our commitment to women’s health reflects a broader strategic objective to invest in therapeutic areas where there are significant unmet medical need and opportunity for meaningful patient impact. We believe that empowering women with innovative, science-driven solutions remains an important and timely priority in global healthcare. Evofem 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. Our Team We have assembled a team of experts from a variety of scientific fields and commercial backgrounds, with many years of collective experience that ranges from founding startup biotech companies, to developing and marketing biopharmaceutical products, to designing clinical trials, and to managing private and public companies. Going Concern We were incorporated on September 28, 2017 and have not generated significant revenues to date. During the three months ended March 31, 2026, we had a net loss of $16,189,200 and cash of $268,852 as of March 31, 2026. We are currently over 90 days past due on a significant number of vendor obligations. The Company will require significant additional capital to operate in the normal course of business and fund clinical studies in the long-term. We believe our remaining funds on hand will not be sufficient to fund our operations for the next 12 months and such creates substantial doubt about our ability to continue as a going concern beyond one year. Financial Results We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. Our condensed consolidated financial statements as of March 31, 2026, show a net loss of $16,189,200. We expect to incur additional net expenses over the next several years as we continue to maintain and expand our existing operations. The amount of future losses and when, if ever, we will achieve profitability are uncertain. 38 Results of Operations Results of operations for the three months ended March 31, 2026 and 2025 We generated revenue of $12,159 and $1,018 for the three months ended March 31, 2026 and 2025, respectively. Cost of goods sold for the three months ended March 31, 2026 and 2025 was $9,291 and $734, respectively. The increase in revenue and costs of goods sold during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to the acquisition of Ignite. During the three months ended March 31, 2026, we incurred a loss from operations of $4,361,863. This is due to general and administrative expenses of $3,317,648, which includes approximately $1,099,229 in payroll expenses and $692,249 in professional fees. Research and development expenses were $1,047,083 which includes $501,732 in consulting expenses. Sales and marketing expenses were $0. During the three months ended March 31, 2025, we incurred a loss from operations of $5,608,115. This is due to general and administrative expenses of $4,348,274, which includes approximately $751,786 in payroll expenses and $1,670,782 in professional fees. Research and development expenses were $1,209,205, which includes $2,250 in consulting expenses. Sales and marketing expenses were $50,920. The decrease in expenses during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to decreased general and administrative spend. During the three months ended March 31, 2026, the Company had other expenses of $11,827,337. This was primarily comprised of a loss on the change in the fair value of the derivative liability of $11,800,798, interest expense of $27,136, amortization of debt discount of $24,687, and change in fair value of the Evofem warrant of $25,004. During the three months ended March 31, 2025, the Company had other expenses of $344,350. This was primarily comprised of a gain on the change in the fair value of the derivative liability of $13,145, interest expense of $157,499, and amortization of debt discount of $200,284. Liquidity and Capital Resources We have incurred substantial operating losses since inception and expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of March 31, 2026, we had an accumulated deficit of $225,756,495. We had working capital of $(12,491,562) as of March 31, 2026. During the three months ended March 31, 2026, we purchased $10,379 dollars in fixed assets. Our consolidated financial statements have been prepared assuming that we will continue as a going concern. We will need significant additional capital to continue to fund our operations and the clinical trials for our product candidates. We may seek to sell common stock, preferred stock or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. In addition, we may seek to raise cash through collaborative agreements or from government grants. The sale of equity and convertible debt securities may result in dilution to our stockholders and certain of those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities, or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. The source, timing, and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our clinical development program. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us to, among other things, delay, scale back or eliminate expenses including some or all our planned development, including our clinical trials. We will need to raise funds in the future, because we do not believe the current cash reserves are sufficient to fund our operation for the foreseeable future. Because of these factors, we believe that this creates substantial doubt about our ability to continue as a going concern. 39 Contractual Obligations The following table shows our contractual obligations as of March 31, 2026: Payment Due by Year Total 2026 2027 2028 Lease $ 1,017,173 $ 530,003 $ 389,165 $ 98,005 Critical Accounting Policies and Estimates Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We believe that our critical accounting policies described under the heading “Management’s Discussion and Analysis of Financial Condition and Plan of Operations—Critical Accounting Policies” in our Prospectus, dated September 1, 2020, filed with the SEC pursuant to Rule 424(b), are critical to fully understanding and evaluating our financial condition and results of operations. The following involve the most judgment and complexity: ● Research and development ● Stock-based compensation expense Accordingly, we believe the policies set forth above are critical to fully understanding and evaluating our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected. Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC. 40 Recently Issued and Adopted Accounting Pronouncements See Note 3 - Summary of Significant Accounting Policies to the accompanying condensed consolidated financial statements for a description of other accounting policies and recently issued accounting pronouncements. Recent Developments See Note 14 – Subsequent Event to the accompanying condensed consolidated financial statements for a description of material recent developments. Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are not required to provide the information required by this Item as we are a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act. Item 4. Controls and Procedures. 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 Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have not materially changed since the Company determined that we did not maintain effective internal controls over financial reporting and the following weaknesses still exist as of March 31, 2026. ● We did not maintain adequate controls over the documentation of accounting and financial reporting policies and procedures. Specifically, we did not maintain policies and procedures to ensure account reconciliations were adequately prepared and reviewed by management. ● We did not retain individuals and/or entities with extensive knowledge to recognize and record technical and complex accounting issues. ● We did not maintain the sufficient procedures for the identification and cutoff of accounts payable. These material weaknesses resulted in material misstatements to the financial statements, which were corrected. There were no changes to previously released financial results. We are in the process of remediating these material weaknesses. 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 quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 41 PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Item 1A. Risk Factors Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth below and in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results. Our financial situation creates doubt whether we will continue as a going concern. The Company was incorporated on September 28, 2017 and through the date of this report has generated no significant revenues. For the years ended December 31, 2025 and 2024, the Company had a net loss of $42,787,043 and $35,020,058, respectively. Our condensed consolidated financial statements as of March 31, 2026, show a net loss of $16,189,200. Our cash and cash equivalents were approximately $268,852 as of March 31, 2026. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment. We are currently over 90 days past due on a significant amount of vendor obligations. We may not be able to refinance, extend or repay our substantial indebtedness owed to our secured and unsecured lenders, which would have a material adverse effect on our financial condition and ability to continue as a going concern. As of March 31, 2026, we have approximately $6.6 million in accounts payable with approximately $5.8 million that is over 90 days past due. If we are unable to repay these amounts, as well as our existing debt obligations at maturity, and we are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default. We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay these obligations or that we will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default, our secured lenders would have the right to exercise their rights and remedies to collect, which would include foreclosing on our assets. Accordingly, a default would have a material adverse effect on our business, and we would likely be forced to seek bankruptcy protection. A significant number of shares of our common stock may be issued and sold upon the exercise of outstanding options, warrants, and upon the conversion of the Company’s convertible preferred stock. As of March 31, 2026, there were 55 shares of common stock issuable under outstanding options, 698,871 shares of common stock issuable upon exercise of outstanding warrants at various exercise prices and approximately 1,924,734 shares of common stock reserved for issuance upon the standard conversion of outstanding convertible preferred stock. To the extent that holders of existing options, warrants or convertible preferred stock sell the shares of common stock issued upon the exercise of options or warrants or conversion of the convertible preferred stock, the market price of our common stock may decrease due to the additional selling pressure in the market. The risk of dilution from issuances of shares of common stock underlying existing options, warrants and convertible preferred stock may cause shareholders to sell their common stock, which could further decline in the market price. 42 Our obligations to certain of our creditors are secured by security interests in our assets, so if we default on those obligations, our creditors could foreclose on some or all of our assets. Our obligations to certain of our creditors are secured by security interests in our assets. As of March 31, 2026, approximately $0.6 million was owed to such secured creditors. Under such agreements, we are required to pay $99,000 on a weekly basis to a certain creditor. If we default on our obligations under these agreements, our secured creditors could foreclose on its security interests and liquidate some or all of these assets, which would harm our financial condition and results of operations and would require us to reduce or cease operations and possibly seek Bankruptcy Protection. We have received a Staff Determination letter from Nasdaq notifying us that our securities are subject to delisting. On May 6, 2026, we received a Staff Determination letter (the “Staff Determination”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that the Nasdaq staff has determined to delist our securities from The Nasdaq Capital Market for failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires that listed securities maintain a minimum bid price of at least $1.00 per share. The Staff Determination further notified us that we are not eligible for an additional compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact we have effected a reverse stock split over the prior one-year period and have effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more. We intend to appeal the Staff Determination to the Nasdaq Hearings Panel (the “Panel”) in accordance with Nasdaq Listing Rule 5815(a), and the delisting action will be stayed pending the outcome of such appeal. However, there can be no assurance that the Panel will grant our request for continued listing or that we will be able to satisfy the conditions, if any, imposed by the Panel for continued listing. If our common stock is delisted from Nasdaq, it will likely be traded 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. 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. In addition, certain institutional investors are restricted from investing in securities not listed on a national securities exchange, which could further reduce the liquidity and market price of our common stock. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities The May 2025 Note is in default status as of March 31, 2026. As of March 31, 2026, there was a remaining principal balance of $157,286, an unamortized debt discount of $0, and accrued interest of $178,582. During the three months ended March 31, 2026, the Company recognized $0 in amortization of debt discount. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information During the three months ended March 31, 2026, none of the Company’s directors or officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408 of Regulation S-K. 43 Item 6. Exhibits Exhibit Number Exhibit Description 3.1 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). 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 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 Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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 (the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 is formatted as Inline XBRL and contained in the Exhibit 101 XBRL Document Set). * Filed herewith. ** Furnished herewith. 44 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. Aditxt, Inc. Date: May 20, 2026 By: /s/ Amro Albanna Amro Albanna Chief Executive Officer (Principal Executive Officer) Date: May 20, 2026 By: /s/ Thomas J. Farley Thomas J. Farley Chief Financial Officer (Principal Financial and Accounting Officer) 45