Aditxt Inc

As reported in a Current Report filed by the Company, on May 2, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors pursuant to which the Company issued and sold, in a private placement (i) an aggregate of 4,186 shares of the Company’s Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), (ii) an aggregate of 4,186 shares of the Company’s Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”), and (iii) warrants (the “Warrants”) to purchase up to an aggregate of 1,613,092 shares of the Company’s common stock. In connection with such transaction, the Company was obligated to pay H.C. Wainwright & Co., LLC (“Wainwright”) pursuant to its engagement letter with Wainwright dated December 3, 2023 as amended as of December 29, 2023, a cash fee of $324,312.96 or 7.75% of the gross proceeds from the private placement (the “Wainwright Cash Fee”), and issue to Wainwright warrants to purchase 96,786 shares of the Company’s common stock at an exercise price of $3.2438 per share, commencing six months following issuance for a term of five years from the date of issuance (the “Wainwright Warrants”).

On August 14, 2024, the Company entered into a Payment Agreement with Wainwright (the “Payment Agreement”), pursuant to which the Company agreed (i) on or prior to September 15, 2024, to pay Wainwright $162, 206.96 of the Wainwright Cash Fee and to issue the Wainwright Warrants and (ii) on or prior to October 15, 2024, to pay the remaining $162,206 of the Wainwright Cash Fee. In addition, pursuant to the Payment Agreement, the Company agreed to make one-time cash payment of $190,000 to Wainwright in satisfaction of certain obligations of Evofem Biosciences, Inc. (“Evofem”) to Wainwright no later than five days following the closing of the Company’s merger with Evofem (the “Wainwright Evofem Payment”), provided however, that the Company shall not be obligated to pay the Wainwright Evofem Payment in the event that the merger has not closed by October 15, 2024 or the merger is terminated.

On August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 1 to the Amended and Restated Merger Agreement (“Amendment No. 1”), pursuant to which the date by which the Company is to make the Third Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000. Except as set forth herein, the terms and conditions of the Amended and Restated Merger Agreement have not been modified.