Material Agreement Form 8 K

Item 1.01 Entry Into a Material Definitive Agreement

Senior Note

On September 17, 2024, Aditxt, Inc. (the "Company") issued and sold a senior note (the "Note") to an accredited investor (the "Holder") in the original principal amount of $923,077 for a purchase price of $600,000, reflecting an original issue discount of $323,077. The Note does not bear interest and has a maturity date of the earlier of (i) June 18, 2025 and (ii) the initial time of consummation by the Company after the date hereof of any public or private offering(s), individually or in the aggregate, of securities with gross proceeds of at least $1 million., The Company may prepay any portion of the outstanding principal of the Note at any time without penalty. So long as any amounts remain outstanding under the Note, 30% of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the Note. The Note contains certain standard events of default, as defined in the Note.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note, a copy of which is attached hereto as Exhibit 10.1.

Securities Purchase Agreement - Evofem Series F-1 Convertible Preferred Stock

On September 18, 2024 (the "Closing Date"), the Company entered into a Securities Purchase (the "Series F-1 Securities Purchase Agreement") with Evofem Biosciences, Inc. ("Evofem"), pursuant to which the Company purchased 260 shares of Evofem's Series F-1 Convertible Preferred Stock par value $0.0001 per share ("Evofem F-1 Preferred Stock") for an aggregate purchase price of $260,000. In connection with the Series F-1 Securities Purchase Agreement, the Company and Evofem entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which Evofem agreed to file with the SEC a registration statement covering the resale of the shares of its common stock issuable upon conversion of the Evofem Series F-1 Preferred Stock within 300 days of the Closing Date and to have such registration statement declared effective by the SEC the earlier of the (i) 90^th calendar day after the Closing Date and (ii) 2^nd Business Day after the date Evofem is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review.

The foregoing descriptions of the Series F-1 Securities Purchase Agreement and Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the forms of the Series F-1 Securities Purchase Agreement and Registration Rights Agreement, copies of which are filed as Exhibit 10.2and Exhibit 10.3, respectively to this Current Report on Form 8-K and are incorporated by reference herein.