Acquisition target Evofem reported revenue of $7.8 million for the six months ended June 30, 2024

Acquisition target Appili has received approximately $6.0 million of the total $14.0 million to date in a non-dilutive funding commitment from DoD

Shelf registration statement and resale registration statement for Equity Line of Credit declared Effective by the SEC

Effected a 1-for-40 reverse split of its common stock, which was primarily intended to regain compliance with Nasdaq’s minimum bid price requirement

Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), an innovation platform dedicated to accelerating promising health innovations, today provided an update on its plans for 2024 year-end.

Business and Acquisitions

Aditxt’s two acquisition targets, Evofem Biosciences, Inc. (“Evofem”) (OTCQB: EVFM) and Appili Therapeutics, Inc. (“Appili”) (TSX: APLI; OTCPink: APLIF), have reported revenue of $7.8 million for the six months ended June 30, 2024. Appili has received approximately $6.0 million of the total $14.0 million to date in a non-dilutive funding commitment from the DoD. These funds, along with other potential funding sources, are anticipated to continue advancing the ATI-1701 program toward an Investigational New Drug (IND) submission to the U.S. Food and Drug Administration (FDA) in 2025.

Aditxt’s strategy is anchored in accelerating promising health innovations. With two subsidiaries in immune health and precision diagnostics already established, the proposed acquisitions of Evofem and Appili seek to further extend Aditxt’s presence into women’s health and public health, supporting its continued expansion.

The Company estimates it will require approximately $4 million in cash to fund its proposed acquisition of Evofem inclusive of the $1.8 million purchase of Common Shares, and Aditxt's obligation to purchase an additional $2.28 million in Evofem Series F-1 Convertible Preferred Stock by October 31, 2024. In addition, the parties are expected to repay approximately $15.2 million to satisfy Evofem’s Senior Secured Note in conjunction with the closing. The Company also estimates it will require approximately $17 million in cash to fund its acquisition of Appili.

The closing of each of the transactions with Evofem and Appili is subject to several conditions, including but not limited to approval of the transactions by the respective target shareholders and Aditxt raising sufficient capital to fund its obligations prior to and at closing. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that either of the transactions will ultimately close.

Capital Access & Nasdaq Compliance

A key element of Aditxt’s strategy revolves around maintaining its Nasdaq listing and securing sufficient capital to fund its existing operations and obligations and supporting its planned strategic growth initiatives. In support of this objective, the Company has filed a shelf registration statement on Form S-3, which has been declared effective by the U.S. Securities and Exchange Commission (SEC). This shelf registration statement covers the sale of up to $100 million in securities. At the time of filing of the registration statement on Form S-3, the market value of the Company’s public float was below $75 million, the maximum amount that the Company could sell was limited to 1/3 of its public float, which was approximately $2 million at that time. Should the Company’s public stock price and / or the number of shares in its public float increase, the amount that the Company may sell off of the shelf may increase. The Company also filed a resale registration statement covering the shares issuable under the Company’s Equity Line of Credit (the “Equity Line”), which was declared effective by the SEC. This registration statement covers the sale of up to $150 million of common stock, the maximum amount issuable under the Company’s Equity Line. The actual amount of common stock that the Company may sell under the Equity Line is subject to several limitations (certain of which may be waived by the Equity Line investor), including but not limited to, the Company’s stock price being equal to or greater than $1.00 and certain daily volume limitations equal to the lower of 100,000 shares or $200,000 for fixed purchases under the Equity Line, or up to $2 million daily for certain other VWAP-based purchases. The Equity Line investor is also prohibited from purchases which would result in ownership by such investor in excess of 4.99% of the Company’s then outstanding common stock.

Capital Table and Balance Sheet

The Company is making concerted efforts to clean up its balance sheet and capitalization table. As of the date hereof, the Company also has approximately $19 million in accounts payable and accrued expenses and approximately $7.8 million is owed to secured creditors. In August 2024, the Company entered into a letter agreement with the holders of its senior notes and shares of the Company’s Series C-1 Convertible Preferred Stock, pursuant to which the Company agreed that it would apply 40% of the net proceeds from: (i) any sales of securities utilizing its currently effective Shelf Registration Statement, (ii) sales of its common stock under its Equity Line, or (iii) any public offering of securities to make payments on such notes. In addition, pursuant to the Letter Agreement, commencing on the date that the senior notes have been repaid in full, the Company shall ratably redeem all holders of the Company’s then outstanding Series C-1 Convertible Preferred Stock in the aggregate amount of approximately $10.9 million, in an amount equal to 40% of the net proceeds raised from any shelf takedowns, any sales of common stock under the Equity Line or any public offering. In addition to the foregoing, in connection with any shelf takedown or public offering, in the event that a Series C-1 holder participates in such shelf takedown or a public offering, the Company shall use 50% of the gross proceeds received in such Shelf Takedown or public offering from such Series C-1 holder to redeem such Series C-1 Holder’s shares of Series C-1 Convertible Preferred Stock.

In addition, the Company has approximately $1.0 million in senior notes with an original maturity date of August 2024, which was extended to September 30, 2024, and $1.5 million in senior notes with a maturity date of October 7, 2024. The Company does not presently have sufficient capital to meet such obligations in full, nor can it provide any assurance that it will successfully raise such capital from its shelf registration statement, Equity Line, or otherwise to satisfy such obligations or meet its current operational needs.

“The closing of the two target acquisitions, maintaining our Nasdaq listing and accessing strategic capital, and reduction of debt and accounts payable, are key to our future plans,” said Amro Albanna, Chairman, Co-Founder, and CEO of Aditxt. “We understand the many challenges that lie ahead but believe that through our current efforts Aditxt will be well-positioned to meet transformational milestones in 2025 that will deliver value to our shareholders and stakeholders.”

About Aditxt, Inc.

Aditxt, Inc.® is an innovation platform dedicated to accelerating promising health 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.

Aditxt currently operates two programs focused on immune health and precision health. The Company plans to introduce two additional programs dedicated to public health and women’s health. For these, Aditxt has entered into an Arrangement Agreement with Appili Therapeutics, Inc. (“Appili”) (TSX: APLI; OTCPink: APLIF), which focuses on infectious diseases, and a Merger Agreement with Evofem Biosciences, Inc. (OTCQB: EVFM). Each program will be designed to function autonomously while collectively advancing Aditxt’s mission of discovering, developing, and deploying innovative health solutions to tackle some of the most urgent health challenges. The closing of each of the transactions with Appili and Evofem is subject to several conditions, including but not limited to approval of the transactions by the respective target shareholders and Aditxt raising sufficient capital to fund its obligations at closing. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that either of the transactions will ultimately close.

For more information, www.aditxt.com.

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Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements include statements regarding the Company’s intentions, beliefs, projections, outlook, analyses, or current expectations concerning, among other things, the Company’s ongoing and planned product and business development; the Company’s ability to finance and execute its strategic M&A initiatives; the Company’s ability to obtain the necessary funding and partner to commence clinical trials; the Company’s intellectual property position; the Company’s ability to develop commercial functions; expectations regarding product launch and revenue; the Company’s results of operations, cash needs, spending, financial condition, liquidity, prospects, growth, and strategies; the Company’s ability to raise additional capital; the industry in which the Company operates; and the trends that may affect the industry or the Company. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, as well as market and other conditions and those risks more fully discussed in the section titled “Risk Factors” in Aditxt’s most recent Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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