Aditxt Announces Pricing of $4.2 Million Private Placement Priced At-The-Market under Nasdaq Rules

Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), a company dedicated to discovering, developing, and deploying promising health innovations, today announced that it has entered into securities purchase agreements for the purchase and sale of an aggregate of 4,186 shares of the Company’s Series C-1 Convertible Preferred Stock, 4,186 shares of the Company’s D-1 Preferred Stock, and warrants to purchase approximately 1.65 million shares of common stock in a private placement priced at-the-market under Nasdaq rules.

The shares of Series C-1 Convertible Preferred Stock have a stated value of $1,000 per share. They are initially convertible into an aggregate of approximately 1.65 million shares of common stock at a conversion price of $2.47 per share. The Series D-1 Preferred Stock permits the holders thereof to vote together with the holders of the Company’s common stock on proposals to effectuate an increase in the shares of common stock that the Company is authorized to issue. The warrants will be exercisable commencing six months following the initial issuance date at an initial exercise price of $2.595 per share and expire five years from the date of issuance. The private placement is expected to close on or about May 6, 2024, subject to the satisfaction of customary closing conditions.

Dawson James Securities is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $4.2 million, prior to deducting the placement agent’s fees and other offering expenses payable by Aditxt. Aditxt intends to use $1.0 million of the net proceeds to fund certain obligations under its merger agreement with Evofem Biosciences, Inc. and the remainder of the net proceeds from the offering for working capital and other general corporate purposes.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.