Aditxt Announces Closing of $11 Million Registered Direct Offering, and Funding of Bridge Loan Satisfying a Key Term of its Letter of Intent for Planned Acquisition of Commercial Stage Pharma Company with Anti-Viral COVID-19 Therapy

RICHMOND, Va.--(BUSINESS WIRE)-- Aditxt, Inc. (Nasdaq: ADTX), a biotech innovation company with a mission to improve the health of the immune system, today announced it has closed on a registered direct offering for $11 million announced on August 26, 2021 and funded a bridge loan to its acquisition target, satisfying a key term of the Letter of Intent (LOI). Additionally, the Company entered into an agreement with the holder of its outstanding convertible note, whereby the parties agreed to waive certain rights with respect to the convertible note and modify certain provisions of the warrants held by the holder, and pursuant to which the Company can satisfy the note through a combination of the issuance of shares and a cash payment by October 15, 2021, giving it the opportunity to clear the path for the Company’s planned acquisition.

Aditxt is advancing its negotiations and due diligence under an exclusive LOI to reach a definitive agreement to acquire a biopharmaceutical company that is commercializing a COVID-19 antiviral oral therapy by September 30, 2021.

The acquisition transaction is subject to numerous conditions, including satisfactory due diligence, the negotiation and execution of definitive agreements, and other closing conditions, including board and shareholder approval and approval by Nasdaq of the listing of shares proposed to be issued in the transaction. The parties have agreed to an exclusivity period until September 30, 2021, with a view to settling the definitive agreement. However, there can be no assurance that a definitive agreement will be entered into or that the proposed acquisition will be completed as proposed or at all.

The proposed transaction contemplates Aditxt issuing such number of shares of common stock that yields 50% of the number of Aditxt’s outstanding shares post-closing of the transaction.

“We are working diligently to reach a definitive agreement with this acquisition candidate which we believe is a strong synergistic fit with Aditxt’s immune health technology and particularly our COVID-19 monitoring test. The acquisition would potentially grow our immune innovation platforms and further advance our commercialization and revenue generating activities,” stated Aditxt Co-Founder and CEO Amro Albanna.

About Aditxt:

Aditxt is developing technologies specifically focused on improving the health of the immune system through immune monitoring and reprogramming. Aditxt’s immune monitoring technology is designed to provide a personalized comprehensive profile of the immune system. Aditxt’s immune reprogramming technology is currently at the pre-clinical stage and is designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. For more information, please visit: www.aditxt.com

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of federal securities laws. Forward looking statements include statements regarding the Company’s intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the Company’s ongoing and planned product and business development; the Company’s intellectual property position; the Company’s ability to develop commercial functions; expectations regarding product launch and revenue; the Company’s results of operations, cash needs, spending, financial condition, liquidity, prospects, growth and strategies; the industry in which the Company operates; and the trends that may affect the industry or the Company. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, as well as those risks more fully discussed in the section titled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Investor Relations Contact:

Aditxt, Inc.

ir@aditxt.com

Source: Aditxt, Inc.