Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On February 16, 2024, Aditxt, Inc. (the "Company") entered into an engagement letter (the "Engagement Letter") with Dawson James Securities, Inc. ("Dawson"), pursuant to which the Company engaged Dawson to serve as financial advisor with respect to one or more potential business combinations involving the Company for a term of twelve months. Pursuant to the Engagement Letter, the Company agreed to pay Dawson an initial fee of $1.85 million (the "Initial Fee"), which amount is payable on the later of (i) the closing of an offering resulting in gross proceeds to the Company of greater than $4.9 million, or (ii) five days after the execution of the Engagement Letter. At the Company's option, the Initial Fee may be paid in securities of the Company. In addition, with respect to any business combination (i) that either is introduced to the Company by Dawson following the date of the Engagement Letter or (ii) that with respect to which the Company hereafter requests Dawson to provide M&A advisory services, the Company shall compensate Dawson in an amount equal to 5% of the Total Transaction Value (as defined in the Engagement Letter) with respect to the first $20.0 million in Total Transaction Value plus 10.0% of the Total Transaction Value that is in excess of $20.0 million (the "Transaction Fee"). The Transaction Fee is payable upon the closing of a business combination transaction.

The foregoing summary of the Engagement Letter is qualified in its entirety by reference to the text of the Engagement Letter, a copy of which is filed as an exhibit hereto and incorporated by reference herein.