Aditxt, Inc. Enters Material Definitive Agreement

TL;DR

Aditxt signed a big deal, details TBD.

AI Summary

On August 26, 2025, Aditxt, Inc. entered into a material definitive agreement. The company, previously known as Aditx Therapeutics, Inc., is incorporated in Delaware and operates in the Pharmaceutical Preparations sector. The filing does not disclose specific details of the agreement or any associated dollar amounts.

Why It Matters

This filing indicates a significant new development for Aditxt, Inc., potentially impacting its business operations and future strategy.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but lacks specific details, creating uncertainty about its implications.

Key Players & Entities

• Aditxt, Inc. (company) — Registrant
• Aditx Therapeutics, Inc. (company) — Former company name
• August 26, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 ADTX The Nasdaq Stock Market LLC
• $0.0001 — s Series F-1 Preferred Stock, par value $0.0001 per share ("F-1 Preferred Stock") for a
• $500,000 — ck") for an aggregate purchase price of $500,000 (the " Initial Parent Equity Investment
• $20,000,000 — proceeds to the Company of no less than $20,000,000, (such earlier date the " Third Parent
• $2,000,000 — additional aggregate purchase price of $2,000,000 (the " Third Parent Equity Investment "
• $1,000,000 — additional aggregate purchase price of $1,000,000 (the " Fourth Parent Equity Investment
• $2 million — just the amount of such investment from $2 million to $1.5 million, and to extend the date
• $1.5 m — t of such investment from $2 million to $1.5 million, and to extend the date by which
• $1 million — just the amount of such investment from $1 million to $1.5 million. As previously reporte
• $1.5 million — t of such investment from $1 million to $1.5 million. As previously reported in a Current R
• $720,000 — stment was reduced from $1.5 million to $720,000, and the amount of the Fourth Parent Eq
• $2.28 million — ment was increased from $1.5 million to $2.28 million. As previously reported in a Current
• $1,500,000 — Company shall make invest an additional $1,500,000 in Evofem no later than April 7, 2025 i

Filing Documents

• ea0254726-8k_aditxt.htm (8-K) — 36KB
• ea025472601ex10-1_aditxt.htm (EX-10.1) — 70KB
• 0001213900-25-081146.txt ( ) — 285KB
• adtx-20250826.xsd (EX-101.SCH) — 3KB
• adtx-20250826_lab.xml (EX-101.LAB) — 33KB
• adtx-20250826_pre.xml (EX-101.PRE) — 22KB
• ea0254726-8k_aditxt_htm.xml (XML) — 4KB

01 Entry Into

Item 1.01 Entry Into a Material Definitive Agreement Amendment No. 5 to Amended and Restated Merger Agreement As previously reported in a Current Report on Form 8-K filed by the Aditxt, Inc. (the "Company"), on December 11, 2023 the Company entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Adifem, Inc. f/k/a 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. As previously reported in a Current Report on Form 8-K filed by the Company, on July 12, 2024, the Company, Merger Sub and Evofem entered into an Amended and Restated Agreement and Plan of Merger (the " Amended and Restated Merger Agreement "), pursuant to which, among other things, the parties agreed that on or prior to (a) the date of this Agreement, July 12, 2024 (the " Initial Parent Equity Investment Date "), the Company shall purchase 500 shares of Evofem's Series F-1 Preferred Stock, par value $0.0001 per share ("F-1 Preferred Stock") for an aggregate purchase price of $500,000 (the " Initial Parent Equity Investment "), (b) August 9, 2024 (the " Second Parent Equity Investment Date "), the Company shall purchase an additional 500 shares of the F-1 Preferred Stock for an additional aggregate purchase price of $500,000 (the " Second Parent Equity Investment "), (c) the earlier of August 30, 2024 or five (5) business days of the closing of a public offering by the Company resulting in aggregate net proceeds to the Company of no less than $20,000,000, (such earlier date the " Third Parent Equity Investment Date "), the Company shall purchase an additional 2,000 shares of F-1 Preferred Stock for an additional aggregate purchase price of $2,000,000 (the " Third Parent Equity Investment ") and (d) September 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit 10.1 Amendment No. 6 to Amended and Restated Merger Agreement 104 Cover Page Interactive Data File (embedded within the XBRL document) -2- SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 27, 2025 Aditxt, Inc. By: /s/ Amro Albanna Name: Amro Albanna Title: Chief Executive Officer -3-

View Full Filing

View this 8-K filing on SEC EDGAR