Material Agreement - Form 8-K

Item 1.01 Entry Into a Material Definitive Agreement.

On May 2, 2024, Aditxt, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with an equity line investor (the "Investor"), pursuant to which the 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 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 "Purchase Shares"), upon the terms and subject to the conditions and limitations set forth in the Purchase Agreement.

In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement"), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issued to the Investor pursuant to the Purchase Agreement (the "Registration Statement") by the later of (i) the 30^th calendar day following the closing date, and (ii) the second business day following Stockholder Approval (defined below).

The Company may, from time to time and at its sole discretion, direct the Investor to purchase shares of its common stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on the market price of the Company's common stock at the time of sale as computed under the Purchase Agreement. There is no upper limit on the price per share that the Investor could be obligated to pay for common stock under the Purchase Agreement. The Company will control the timing and amount of any sales of its common stock to the Investor, and the Investor has no right to require us to sell any shares to it under the Purchase Agreement. Actual sales of shares of common stock to the Investor under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of its common stock and determinations by the Company as to available and appropriate sources of funding for the Company and its operations. The Investor may not assign or transfer its rights and obligations under the Purchase Agreement.

Under the applicable Nasdaq rules, in no event may the Company issue to the Investor under the Purchase Agreement more than 332,876 shares of common stock, which number of shares is equal to 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"), unless (i) the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules ("Stockholder Approval"), or (ii) the average price per share paid by the Investor for all of the shares of common stock that the Company directs the Investor to purchase from the Company pursuant to the Purchase Agreement, if any, equals or exceeds the official closing sale price on the Nasdaq Capital Market immediately preceding the delivery of the applicable purchase notice to the Investor and (B) the average of the closing sale prices of the Company's common stock on the Nasdaq Capital market for the five business days immediately preceding the delivery of such purchase notice.

In all cases, the Company may not issue or sell any shares of common stock to the Investor under the Purchase Agreement which, when aggregated with all other shares of the Company's common stock then beneficially owned by the Investor and its affiliates, would result in the Investor beneficially owning more than 4.99% of the outstanding shares of the Company's common stock.

The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to the Investor. The Company expects that any proceeds received by it from such sales to the Investor will be used for working capital and general corporate purposes.