Aditxt, Inc. — fact timeline

Aditxt, Inc. incurred senior notes of $463,121 at 10% maturing February 15, 2026.

“The information relating to the Note (as defined below) included in Item 8.01 is incorporated by reference in this item to the extent required.”

Aditxt, Inc. reported a default on loan of current balance of approximately $2.7 million.

“and the Business Loan and Security Agreement dated November 7, 2023 (the “November Business Loan”) which has a current balance of approximately $2.7 million”

Aditxt, Inc. reported a default on loan of current balance of approximately $5.2 million.

“As a result of the defaults on the January 2024 Secured Notes and the September 2024 Secured Notes, the Company is in default on the Business Loan and Security Agreement dated January 24, 2024 (the January Business Loan”), which has a current balance of approximately $5.2 million”

Aditxt, Inc. faced acceleration on debt of aggregate principal amount of $8.0 million maturing September 30, 2024.

“an aggregate principal amount of $5.0 million in secured notes of the Company due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8.0 million in secured notes of the Company due on September 30, 2024 (the “September 2024 Secured Notes”), (iii) an aggregate principal amount of $5.0 million in ten-year unsecured notes,”

Aditxt, Inc. faced acceleration on debt of aggregate principal amount of $5.0 million maturing February 29, 2024.

“dated December 11, 2023, pursuant to which the Holders assigned the Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $5.0 million in secured notes of the Company due on January 2, 2024 (the “January 2024 Secured Notes”), (ii) an aggregate principal amount of $8.0 million in secured notes of the Company due”

Aditxt, Inc. amended senior notes of increase in the aggregate principal balance of $300,000 on the September 2024 Secured Notes with the Holders.

“on January 31, 2024, the Company and the Holders entered into amendments to the September 2024 Secured Notes (“ Amendment No. 2 to September 2024 Secured Notes ”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1.25 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $300,000 on the September 2024 Secured Notes.”

Aditxt, Inc. amended senior notes with the Holders maturing extended to February 29, 2024.

“On January 31, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“ Amendment No. 3 to January 2024 Secured Notes ”), pursuant to which the maturity date of the January 2024 Notes was extended to February 29, 2024.”

Aditxt, Inc. amended Second Amendment to Merger Agreement with Adicure, Inc. and Evofem Biosciences, Inc. (effective 2024-01-30).

“On January 30, 2024, the Company, Adicure and Evofem entered into the Second Amendment to the Merger Agreement (the “ Second Amendment to Merger Agreement ”) to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to be February 29, 2024, (ii) to change the date by which Evofem may terminate the Merger Agreement for failure to receive the Parent Loan to be February 29, 2024, and (iii) to change the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024.”

Aditxt, Inc. entered into Assignment and Assumption Agreement with Agent of certain secured creditors of Brain Scientific, Inc. and Philip J. von Kahle (effective 2024-01-24).

“On January 24, 2024, Aditxt, Inc., a Delaware corporation (the “ Company ”) entered into an Assignment and Assumption Agreement (the “ Assignment Agreement ”) with the agent (the “ Agent ”) of certain secured creditors (the “ Brain Creditors ”) of Brain Scientific, Inc., a Nevada corporation (“ Brain Scientific ”) and Philip J. von Kahle (the “ Seller ”), as assignee of Brain Scientific and certain affiliated entities (collectively, the “ Brain Companies ”) under an assignment for the benefit of creditors pursuant to Chapter 727 of the Florida Statutes.”

Aditxt, Inc. incurred loan of $3,600,000 with commercial funding source.

“pursuant to which the Company obtained a loan from the Lender in the principal amount of $3,600,000”

Aditxt, Inc. entered into January Loan Agreement with a commercial funding source (the "Lender") valued at principal amount of $3,600,000 (effective 2024-01-24).

“On January 24, 2024, the Company entered into a Business Loan and Security Agreement (the “ January Loan Agreement ”) with a commercial funding source (the “ Lender ”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $3,600,000, which includes origination fees of $252,000 (the “ January Loan ”).”

Aditxt, Inc. completed an acquisition involving MDNA Life Sciences, Inc. for the Company completed its acquisition of the Acquired Assets and issued to MDNA the Company Common Stock, the Company Warrants and the Pearsanta Preferred Stock (closed 2024-01-04).

“On January 4, 2024 (the “ Closing Date ”), the Company completed its acquisition of the Acquired Assets and issued to MDNA the Company Common Stock, the Company Warrants and the Pearsanta Preferred Stock.”

Aditxt, Inc. entered into Settlement Agreement valued at $1.6 million (effective 2024-01-03).

“On January 3, 2024, the Company entered into a settlement agreement and general release with the Investor (the “ Settlement Agreement ”), pursuant to which the Company and the Investor agreed to settle an action”

Aditxt, Inc. entered into Registration Rights Agreement (effective 2023-12-29).

“the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”), dated as of December 29, 2023, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement”

Aditxt, Inc. entered into Purchase Agreement (effective 2023-12-29).

“On December 29, 2023, Aditxt, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (“the “ Purchaser ”) for the issuance and sale in a private placement”

Aditxt, Inc. amended senior notes of increase in the aggregate principal balance of $250,000 with Holders.

“increase in the aggregate principal balance of $250,000 on the September 2024 Secured Notes”

Aditxt, Inc. amended senior notes with Holders maturing January 31, 2024.

“that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024”

Aditxt, Inc. amended senior notes with Holders maturing January 5, 2024.

“he Company, Evofem and the holders of certain senior indebtedness of Evofem (the “ Notes ”) entered into an Assignment Agreement dated December 11, 2023, pursuant to which the Holders assigned the Notes to the Company in consideration”

Aditxt, Inc. entered into Assignment Agreement with Holders of certain senior indebtedness of Evofem valued at assignment of Notes to Company in consideration of $5 million January 2024 Secured Notes, $8 million (effective 2023-12-11).

“the Company, Evofem and the holders of certain senior indebtedness of Evofem (the “ Notes ”) entered into an Assignment Agreement dated December 11, 2023, pursuant to which the Holders assigned the Notes to the Company in consideration for the issuance by the Company of (i) an aggregate principal amount of $5 million in secured notes of the Company due on January 2, 2024 (the “ January 2024 Secured Notes ”), (ii) an aggregate principal amount of $8 million in secured notes of the Company due on September 30, 2024 (the “ September 2024 Secured Notes ”), (iii) an aggregate principal amount of $5 million in ten-year unsecured notes, and (iv) payment of $154,480 in respect of net sales of Phexxi in respect of the calendar quarter ended September 30, 2023.”

Aditxt, Inc. amended Amendment No. 1 to September 2024 Secured Notes with Holders of certain senior indebtedness of Evofem valued at principal balance increased by $250,000 (effective 2024-01-05).

“On January 5, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“ Amendment No. 2 to January 2024 Secured Notes ”) and amendments to the September 2024 Secured Notes (“ Amendment No. 1 to September 2024 Secured Notes ”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $250,000 on the September 2024 Secured Notes, that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024.”

Aditxt, Inc. amended Amendment No. 2 to January 2024 Secured Notes with Holders of certain senior indebtedness of Evofem valued at maturity date extended to January 31, 2024, in consideration of $1 million principal payment and $25 (effective 2024-01-05).

“On January 5, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“ Amendment No. 2 to January 2024 Secured Notes ”) and amendments to the September 2024 Secured Notes (“ Amendment No. 1 to September 2024 Secured Notes ”), pursuant to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $1 million on the January 2024 Secured Notes and in increase in the aggregate principal balance of $250,000 on the September 2024 Secured Notes, that the maturity date of the January 2024 Secured Notes would be further extended to January 31, 2024.”

Aditxt, Inc. amended Amendment No. 1 to January 2024 Secured Notes with Holders of certain senior indebtedness of Evofem valued at maturity date of the January 2024 Notes was extended to January 5, 2024 (effective 2024-01-02).

“On January 2, 2024, the Company and the Holders entered into amendments to the January 2024 Secured Notes (“ Amendment No. 1 to January 2024 Secured Notes ”), pursuant to which the maturity date of the January 2024 Notes was extended to January 5, 2024.”

Aditxt, Inc. entered into Note Exchange Agreement with Noteholder (effective 2023-12-29).

“On December 29, 2023, the Company entered into an Exchange Agreement (the “ Note Exchange Agreement ”) with the Noteholder, pursuant to which the Noteholder agreed, subject to the terms and conditions set forth therein, to exchange the Note, including all accrued but unpaid interest thereon, for an aggregate of 2,625 shares of a new series of convertible preferred stock of the Company”

Aditxt, Inc.: Filed Certificate of Designation for Series A-1 Convertible Preferred Stock with the Delaware Secretary of State (effective 2023-12-22).

“On December 22, 2023, the Company filed a Certificate of Designation for its Series A-1 Preferred Stock with the Secretary of State of Delaware (the “ Series A-1 Certificate of Designations ”).”

Aditxt, Inc. entered into Exchange Agreement with holders of Evofem Series F-1 Convertible Preferred Stock valued at Exchange of 22,280 shares of Evofem Series F-1 Preferred Stock for 22,280 shares of Company Series A (effective 2023-12-22).

“on December 22, 2023, the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) with the holders (the “ Holders ”) of an aggregate of 22,280 shares of Series F-1 Convertible Preferred Stock of Evofem (the “ Evofem Series F-1 Preferred Stock ”) agreed to exchange their respective shares of Evofem Series F-1 Preferred Stock for an aggregate of 22,280 shares of a new series of convertible preferred stock of the Company designated as Series A-1 Convertible Preferred Stock, $0.001 par value, (the “ Series A-1 Preferred Stock ”)”

Aditxt, Inc. entered into Registration Rights Agreement with Holders of Evofem Series F-1 Convertible Preferred Stock valued at Registration Rights Agreement covering resale of Conversion Shares (effective 2023-12-26).

“On December 26, 2023, in connection with the Exchange Agreement, the Company entered into a Registration Rights Agreement with the Holders (the “ Registration Rights Agreement ”), pursuant to which the Company agreed to prepare and file with the Securities and Exchange Commission (the “ SEC ”) a registration statement on Form S-3 (the “ Registration Statement ”) covering the resale of the shares of the Company’s common stock, par value $0.001 (the “ Common Stock ”) issuable upon conversion of the Series A-1 Preferred Stock (the “ Conversion Shares ”)”

Aditxt, Inc. entered into Purchase Agreement with MDNA Life Sciences, Inc. (effective 2023-12-17).

“On December 17, 2023, Aditxt, Inc., a Delaware corporation (the “ Company ”) entered into an Asset Purchase Agreement (the “ Purchase Agreement ”) with Pearsanta, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Pearsanta ”) and MDNA Life Sciences, Inc., a Delaware corporation (“ MDNA ”), pursuant to which Pearsanta will acquire certain intellectual property and other specified assets relating to MDNA’s early cancer detection platform.”

Aditxt, Inc. incurred senior notes.

“Reference is made to the disclosure under Item 1.01 above with respect to the December 2023 Secured Notes, September 2024 Secured Notes and the Royalty Note”

Aditxt, Inc. entered into Agreement and Plan of Merger with Evofem Biosciences, Inc. valued at Merger Sub will be merged into and with Evofem, with Evofem surviving as a wholly owned subsidiary o (effective 2023-12-11).

“On December 11, 2023 (the " Execution Date "), Aditxt, Inc., a Delaware corporation (the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (" Merger Sub ") and Evofem Biosciences, Inc., a Delaware corporation (" Evofem "), pursuant to which, Merger Sub will be merged into and with Evofem (the " Merger "), with Evofem surviving the Merger as a wholly owned subsidiary of the Company.”

Aditxt, Inc. incurred debt.

“The information relating to the Note (as defined below) included in Item 8.01 is incorporated by reference in this item to the extent required.”

Aditxt, Inc. entered into Business Loan and Security Agreement with a commercial funding source (the "Lender") valued at principal amount of $2,100,000 (effective 2023-11-07).

“On November 7, 2023, the Company entered into a Business Loan and Security Agreement (the “November Loan Agreement”) with the Lender, pursuant to which the Company obtained a loan from the Lender in the principal amount of $2,100,000”

Charles Athle Nelson was appointed as Director and Chair of Compensation Committee at Aditxt, Inc..

“On November 3, 2023, the Board, with the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Charles Athle Nelson as a member of the Board and as a member of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, to become effective on November 3, 2023 following the resignation of Mr. Kiaie.”

Namvar Kiaie resigned as Director at Aditxt, Inc..

“On November 3, 2023, Namvar Kiaie notified the board of directors (the “Board”) of the Company that he intends to resign as a member of the Board and as a member of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee effective November 3, 2023.”

Aditxt, Inc. entered into Agreement for the Purchase and Sale of Future Receipts with Funder valued at October Purchased Amount of $4,470,000 for gross proceeds of $3,000,000, less fees and outstanding b (effective 2023-10-05).

“On October 5, 2023, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (the " October Agreement ") pursuant to which the Funder increased the May Purchased Amount to $4,470,000 (the " October Purchased Amount ") for gross proceeds to the Company of $3,000,000, less origination fees of $240,000 and the outstanding balance under the February Agreement of $1,234,460.76, resulting in net proceeds to the Company of $1,525,539.24.”

Aditxt, Inc. received a nasdaq compliance regained notice regarding late filing (rules 5550(b)(1), 5550(a)(2), 5550(a)(4)).

“March 31, 2023, and as of March 31, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, or a market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years (the “Equity Rule”). The May Notification Letter further provided that the Company had 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance and if th”

Matthew Shatzkes resigned as Chief Legal Officer, General Counsel and Corporate Secretary at Aditxt, Inc..

“As previously reported, on July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of Aditxt, Inc. (the “Company”).”

Aditxt, Inc. entered into Purchase Agreement with an institutional investor (effective 2023-08-31).

“On August 31, 2023, Aditxt, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock”

Aditxt, Inc. entered into August Loan Agreement with a commercial funding source (the "Lender") valued at principal amount of $1,400,000 (effective 2023-08-23).

“On August 23, 2023, we entered into a Business Loan and Security Agreement (the “August Loan Agreement”) with the Lender pursuant to which we obtained a loan from the Lender in the principal amount of $1,400,000, which will satisfy the outstanding balances on the April Loan and the July Loan and includes origination fees of $70,000”

Matthew Shatzkes resigned as Chief Legal Officer, General Counsel and Corporate Secretary at Aditxt, Inc..

“On July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of Aditxt, Inc.”

Aditxt, Inc.: Certificate of amendment to effect a 1-for-40 reverse stock split of common stock (effective 2023-08-17).

“On August 17, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.”

Aditxt, Inc. shareholders approved Authorization to adjourn the Annual Meeting if necessary at the 2023-08-16 meeting.

“Proposal 9. At the Annual Meeting, the proposal to adjourn the Annual Meeting if necessary or appropriate. The result of the votes were as follows: For Against Abstain 1,824,519 516,791 126,537”

Aditxt, Inc. shareholders approved Amendment to 2021 Omnibus Equity Incentive Plan to increase shares from 60,000 to 1,500,000 at the 2023-08-16 meeting.

“Proposal 8. At the Annual Meeting, the proposal to approve an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable thereunder to 1,500,000 shares from 60,000 shares. The result of the votes were as follows: For Against Abstain Broker Non-Vote 612,462 339,675 61,240 1,444,470”

Aditxt, Inc. shareholders approved Grant discretionary authority to board to effect reverse stock split at ratio of 1:5 to 1:200 at the 2023-08-16 meeting.

“Proposal 7. At the Annual Meeting, the proposal to grant discretionary authority to the Company’s board of directors to (a) amend the Company’s certificate of incorporation to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred (1:200) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion; and (b) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders . The result of the votes were as follows: For Against Abstain 172,053,370 68,707,395 11,697,082”

Aditxt, Inc. shareholders approved Approval of any change in control under Nasdaq Marketplace Rule 5635 from potential issuance at the 2023-08-16 meeting.

“Proposal 6. At the Annual Meeting, the proposal to approve any change in control under Nasdaq Marketplace Rule 5635 that may result from the potential issuance of securities in the non-public offerings . The result of the votes were as follows: For Against Abstain Broker Non-Vote 647,641 319,019 46,717 1,444,470”

Aditxt, Inc. shareholders approved Authorization to issue securities in one or more non-public offerings under Nasdaq Marketplace Rule 5635(d) at the 2023-08-16 meeting.

“Proposal 5. At the Annual Meeting, the proposal to authorize the Company to issue securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rule 5635(d) . The result of the votes were as follows: For Against Abstain Broker Non-Vote 659,182 303,770 50,425 1,444,470”

Aditxt, Inc. shareholders approved Approval of issuance of shares underlying secured promissory notes under Nasdaq Marketplace Rule 5635(d) at the 2023-08-16 meeting.

“Proposal 4. At the Annual Meeting, the proposal to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying secured promissory notes originally issued by the Company in July 2023 . The result of the votes were as follows: For Against Abstain Broker Non-Vote 751,316 210,825 51,236 1,444,470”

Aditxt, Inc. shareholders approved Approval of issuance of shares underlying warrants under Nasdaq Marketplace Rule 5635(d) at the 2023-08-16 meeting.

“Proposal 3. At the Annual Meeting, the proposal to approve, for purposes of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying warrants originally issued by the Company in August 2022 . The result of the votes were as follows: For Against Abstain Broker Non-Vote 737,719 221,814 53,844 1,444,470”

Aditxt, Inc. shareholders approved Ratification of the appointment of dbb mckennon as the independent registered public accounting firm at the 2023-08-16 meeting.

“At the Annual Meeting, the stockholders approved the ratification of the appointment of dbb mckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The result of the votes to approve the ratification of the appointment of dbb mckennon were as follows: For Against Abstain 2,040,719 275,020 142,108”

Aditxt, Inc. shareholders approved Election of five directors at the 2023-08-16 meeting.

“At the Annual Meeting, the stockholders approved the election of five (5) members to our board of directors to serve until the Company’s 2024 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five (5) directors were as follows: Directors For Withhold Broker Non-Votes Amro Albanna 863,559 149,818 1,444,470 Shahrokh Shabahang D.D.S., MS, Ph.D. 812,690 200,687 1,444,470 Brian Brady 836,017 177,360 1,444,470 Namvar Kiaie 823,173 190,204 1,444,470 Jeffrey Runge, M.D. 788,824 224,553 1,444,470”

Aditxt, Inc. incurred loan of $2,625,000 with an accredited investor at Not stated maturing December 31, 2023.

“On July 24, 2023, Aditxt, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with an accredited investor pursuant to which the Company issued and sold a secured promissory note in the principal amount of $2,625,000 (the “ Note ”) resulting in gross proceeds to the Company of $1,750,000.”