Aditxt Announces $10.0 Million Private Placement Priced At-The-Market under Nasdaq Rules

Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt” or the “Company”), an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 1,000,000 shares of common stock (or pre-funded warrant in lieu thereof) at a purchase price of $10.00 per share (or pre-funded warrant in lieu thereof) and accompanying warrant, in a private placement priced at-the-market under Nasdaq rules. Each share of common stock (or pre-funded warrant in lieu thereof) is being offered in the offering together with warrants to purchase one share of common stock at an exercise price of $10.00 per share. The warrants will be exercisable immediately upon issuance and expire five and one-half years from the date of issuance. The private placement is expected to close on or about September 5, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be $10.0 million, prior to deducting placement agent’s fees and other offering expenses payable by Aditxt. Aditxt intends to use 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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