Aditxt enters into definitive agreement for purchase, sale of 1,237,114 shares

Aditxt, Inc., announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 1,237,114 shares of common stock (or pre-funded warrant in lieu thereof) at a purchase price of $4.85 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 two shares of common stock at an exercise price of $4.60 per share. The warrants will be exercisable immediately upon issuance and expire three years from the date of issuance. The private placement is expected to close on or about January 3, 2024, 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 $6 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 Company also has agreed that certain warrants to purchase an aggregate of 106,594 shares of common stock of the Company that were issued to such investors with exercise prices ranging from $34.40 to $6,380 per share and expiration dates ranging from March 2, 2024 to September 20, 2027, will be amended, among others, to have a reduced exercise price of $4.60 per share, at an additional offering price of $0.125 per amended warrant.

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.
MB Bureau