Form 8-K

8-K — Aditxt, Inc.

Accession: 0001213900-26-079025

Filed: 2026-07-17

Period: 2026-07-16

CIK: 0001726711

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0298348-8k_aditxt.htm (Primary)

EX-10.1 — FORM OF AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (ea029834801ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0298348-8k_aditxt.htm · Sequence: 1

false

0001726711

2026-07-16

iso4217:USD

xbrli:shares

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xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): July 16, 2026

ADITXT, INC.

(Exact name of registrant

as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-39336

82-3204328

(Commission File Number)

(I.R.S. Employer Identification No.)

2569 Wyandotte Street, Suite 101

Mountain View,

California 94043

(Address of principal

executive offices, including zip code)

(650) 870-1200

(Registrant’s

telephone number, including area code)

N/A

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ADTX

The Nasdaq Stock Market LLC

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule

12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement.

July 16, 2026, Aditxt, Inc. (the “Company”) entered into Amendment No.2 to Note Purchase Agreement (the “Amendment”)

by and among the Company, Ignite Proteomics LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary

(“Ignite”), and the investors named therein (the “Investors”), pursuant to which the previously

announced Note Purchase Agreement, dated June 3, 2026, as amended on June 22, 2026 by the previously announced Amendment No.1 to Note

Purchase Agreement (as amended, the “Purchase Agreement”), was amended to (i) allow a new party to join the Purchase

Agreement as an Investor; (ii) cancel a Note (defined below) (the “Cancelled Note”) previously issued pursuant to the

Note Purchase Agreement, and (iii) issue two additional Notes pursuant to the Purchase Agreement (the “Additional Notes”).

The original principal amount of the Cancelled Note is equal to the aggregate original principal amount of the Additional Notes, and the

Amendment did not result in an increase or decrease to the aggregate original principal amount of the senior secured notes (the “Notes”)

issued or issuable pursuant to the Note Purchase Agreement.

The

Additional Notes, together with the previously issued Notes, will be secured by a valid, perfected and enforceable security interest in

certain assets of the Ignite and its subsidiaries, which assets include substantially all of the assets of Ignite pursuant to that certain

Security and Pledge Agreement (the “Security Agreement”) by and among the Company, Ignite and the collateral agent

named therein (the “Collateral Agent”). The Additional Notes, together with the previously issued Notes, will be further

secured by a pledged by the Company of all of the equity held by the Company in Ignite pursuant to that certain Pledge Agreement (the

“Pledge Agreement”) by and between the Company and the Collateral Agent.

The

foregoing descriptions of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement are qualified

in their entirety by reference to the full text of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge

Agreement, forms of which are attached hereto or incorporated herein by reference as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit

10.4, Exhibit 10.5, and Exhibit 10.6, respectively.

The

Purchase Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement contain customary representations and warranties,

covenants and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of

the terms and conditions of such agreements and in the context of the specific relationship between the parties thereto. The provisions

of the Purchase Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement, including any representations and

warranties contained therein, are not for the benefit of any party other than the parties thereto and are not intended as documents for

investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and

the public should look to other disclosures contained in our annual, quarterly and current reports we file with the SEC.

This

Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor

shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Forward-Looking Statements

Certain

statements and assumptions in this Current Report contain or are based upon “forward-looking” information and are being made

pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current

Report include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject

to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,”

“should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify

forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s

control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to

differ materially from those anticipated, including, without limitation, the completion of any sales under the Purchase Agreement or proceeds

received under the Purchase Agreement, if any. Other risk factors are more fully discussed in the Company’s filings with the SEC.

Item 3.02. Unregistered Sales of Equity

Securities.

The

information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Based

in part upon the representations of the Investors in the Purchase Agreement, the offer and sale of the Additional Notes by the Company

to the Investors under the Purchase Agreement as amended by the Amendment is exempt from the registration requirements of the Securities

Act of 1933 (the “Securities Act”), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act

and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission

under the Securities Act. Each Investor represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation

D, and that it is acquiring the shares for investment purposes and not with a view towards, or for resale in connection with, the public

sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities

Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Form

of Amendment No. 2 to Note Purchase Agreement.

10.2

Form of Note Purchase Agreement, dated as of June 3, 2026, by and among the Company, Ignite and the Investors incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 9, 2026.

10.3

Form of Amendment No. 1 to Note Purchase Agreement, dated June 22, 2026, by and among the Company, Ignite and the Investors. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 23, 2026.

10.4

Form of Senior Secured Promissory Note incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 9, 2026

10.5

Form of Security Agreement, dated as of June 3, 2026, by and between Ignite and the Collateral Agent incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on June 9, 2026

10.6

Form of Pledge Agreement, dated as of June 3, 2026, by and between the Company and the Collateral Agent incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on June 9, 2026

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SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADITXT, INC.

Date: July 17, 2026

By:

/s/ Jeffrey M. Busch

Name:

Jeffrey M. Busch

Title:

Interim Chief Executive Officer

EX-10.1 — FORM OF AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

EX-10.1

Filename: ea029834801ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO NOTE

PURCHASE AGREEMENT (this “Amendment No. 2”) is dated as of July [__], 2026, by and among Aditxt, Inc., a Delaware corporation

(the “ADTX Borrower”), Ignite Proteomics LLC, a Delaware limited liability company (the “Ignite Borrower”,

and together with the ADTX Borrower, the “Borrowers”) and the undersigned Buyers (as defined in the Note Purchase Agreement

(as defined below)) (collectively, the “Undersigned Buyers”), and, subject to the occurrence of the Effective Time,

will amend that certain Note Purchase Agreement, dated as of June 3, 2026, by and among the Borrowers and each of the Buyers (the “Note

Purchase Agreement”), as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated June 22, 2026 (“Amendment

No. 1”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the

Note Purchase Agreement.

WHEREAS, the Borrowers and

the Undersigned Buyers desire to amend certain provisions of the Note Purchase Agreement pursuant to Section 9(e) thereof.

WHEREAS, pursuant to Section

9(e) of the Note Purchase Agreement, the Borrowers and the Required Holders may amend the terms of the Note Purchase Agreement, which

amendment shall be binding on all Buyers and holders of Notes.

NOW, THEREFORE, in consideration

of the covenants and agreements contained therein, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Borrowers and the Undersigned Buyers, intending to be legally bound, hereto agree as follows:

ARTICLE I

AMENDMENTS

1. Amendments.

As of the Effective Time (as defined below):

(a) The Supplement to the Schedule of Buyers set forth as Exhibit B to Amendment No. 1 is hereby replaced with the Supplement to the Schedule

of Buyers attached hereto as Schedule I (the “Amended Supplement to Schedule of Buyers”).

(b) In the Transaction Documents, the definition of “Notes” shall be amended to include the Additional Notes (as defined herein).

(c) The definition of “Transaction Documents” in the Note Purchase Agreement is hereby amended to include this Amendment No.

2 and the Joinder (as defined below).

ARTICLE II

MISCELLANEOUS

1. New

Buyer; Joinder. As of the Effective Time, a certain investor desires to become a “Buyer” under the Note Purchase Agreement

(the “New Buyer”) with all of the rights and obligations of a Buyer under the Note Purchase Agreement and the other

Transaction Documents by executing and delivering to the Borrowers a joinder substantially in the form attached hereto as Exhibit

A (the “Joinder”) and a signature page to each of the Note Purchase Agreement. Effective as of the Effective

Time, the Borrowers and the Undersigned Buyers hereby consent to the amendment to the Note Purchase Agreement to attach the signature

page of the New Buyer thereto.

2. Issuance

of Additional Notes. At the Effective Time, the Borrowers shall (i) issue to Cavalry Fund I SPV I LP (an existing party to the Note

Purchase Agreement as a Buyer) (“Cavalry SPV”) a Note (the “Cavalry SPV Additional Note”) in the

original principal amount set forth opposite its name in column 3 on the Amended Supplement to Schedule of Buyers upon receipt in cash

of the Purchase Price set forth opposite its name in column 4 on the Amended Supplement to Schedule of Buyers and (ii) issue to Doug Mergenthaler

(a new party to the Note Purchase Agreement) a Note (the “Mergenthaler Additional Note”, and together with Cavalry

SPV Additional Note, the “Additional Notes”) in the original principal amount set forth opposite his name in column

3 on the Amended Supplement to Schedule of Buyers upon receipt in cash of the Purchase Price set forth opposite his name in column 4 on

the Amended Supplement to Schedule of Buyers. For the avoidance of doubt, and notwithstanding anything herein to the contrary, for all

purposes of the Transaction Documents, the Additional Notes shall be deemed to have been issued on the Closing Date (other than in connection

with accrual of interest thereunder).

3. Surrender

of Note. As soon as practicable following the Effective Time, Cavalry SPV shall deliver or cause to be delivered to the Borrowers

(or their assignees) that certain senior secured promissory note, dated June 22, 2026, issued by the Borrowers in favor of Cavalry SPV

(the “Original Note”) (or affidavit of lost promissory note, in form provided upon request by the Borrowers and reasonably

acceptable to Cavalry SPV). Immediately following the allotment of the Additional Notes to Cavalry SPV and Douglas Mergenthaler

(or their assignees), Cavalry SPV hereby relinquishes all rights, title and interest in the Original Note (including any claims that Cavalry

SPV may have against the Borrowers related thereto) and assigns the same to the Borrowers, and the Original Note shall be cancelled.

4. Acknowledgement;

Ratification of Obligations. The Borrowers and the Undersigned Buyer hereby confirm and agree that, except as set forth in Section

1 above, (i) the Note Purchase Agreement and each other Transaction Documents are, and shall continue to be, in full force and effect,

constitute legal and binding obligations of all parties thereto in accordance with its terms and are hereby ratified and confirmed in

all respects, and (ii) the execution, delivery and effectiveness of this Amendment No. 2 shall not operate as an amendment of any right,

power or remedy of the Borrowers or the Buyers under any Transaction Document, nor constitute an amendment of any provision of any Transaction

Document, other than as specifically set forth herein. This Amendment No. 2 forms an integral and inseparable part of the Note Purchase

Agreement.

5. Independent

Nature of Buyer’s Obligations and Rights. The obligations of each Undersigned Buyer under this Amendment No. 2 or any other

Transaction Document are several and not joint with the obligations of any other Buyer under any other Transaction Document, and each

Undersigned Buyer shall not be responsible in any way for the performance of the obligations of any other Buyer under any Transaction

Document. Nothing contained herein or in this Amendment No. 2 or any other Transaction Document, and no action taken by an Undersigned

Buyer pursuant hereto, shall be deemed to constitute such Undersigned Buyer and other Buyers as a partnership, an association, a joint

venture or any other kind of entity, or create a presumption that the Undersigned Buyers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by this Amendment No. 2 or any other Transaction Document, and the Borrowers

acknowledges that the Undersigned Buyers are not acting in concert or as a group with respect to such obligations or the transactions

contemplated by this Amendment No. 2 and any other Transaction Document. The Borrowers and the Undersigned Buyers confirm that each Undersigned

Buyer has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and

advisors. Each Undersigned Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the

rights arising out of this Amendment No. 2 or out of any other Transaction Documents, and it shall not be necessary for any other Buyers

to be joined as an additional party in any proceeding for such purpose.

6. Disclosure.

Before 5:30 p.m., New York City time, on the fourth Business Day following the date of this Amendment No. 2, the Borrowers shall file

a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by this Amendment No. 2 in the form required

by the Exchange Act and attaching the form of this Amendment No. 2 as an exhibit to such filing (including all attachments, the “8-K

Filing”). From and after the filing of the 8-K Filing with the SEC, neither the Buyers, nor the New Buyer (collectively, the

“Buyer Parties”) shall be in possession of any material, nonpublic information received from the Borrowers, any of

their Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. In addition,

upon the filing of the 8-K Filing, the Borrowers acknowledge and agree that any and all confidentiality or similar obligations under any

agreement with respect to the transactions contemplated hereby or as otherwise disclosed in the 8-K Filing, whether written or oral, between

the Borrowers, any of their Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand,

and any Buyer Party or any of its affiliates, on the other hand, shall terminate. Neither the Borrowers, their Subsidiaries nor any Buyer

Party shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however,

the Borrowers shall be entitled, without the prior approval of any Buyer Party, to issue a press release or make such other public disclosure

with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required

by applicable law and regulations (provided that in the case of clause (i) any such applicable Buyer Party shall be consulted by the Borrowers

in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable

Buyer Party (which may be granted or withheld in such Buyer Party’s sole discretion), the Borrowers shall not (and shall cause each

of their Subsidiaries and affiliates to not) disclose the name of such Buyer Party in any filing, announcement, release or otherwise.

7. Effectiveness.

Section 1 of this Amendment No. 2 shall become effective upon the due execution and delivery by the Borrowers and the Undersigned Buyers

(which represent the Required Holders) (such time, the “Effective Time”).

8. References.

As of the Effective Time, all references to the “Agreement” (including “hereof,” “herein,” “hereunder,”

“hereby” and “this Agreement”) in the Note Purchase Agreement and the other Transaction Documents shall refer

to the Note Purchase Agreement as amended by Amendment No. 1 and this Amendment No. 2.

9. Miscellaneous.

Section 9 of the Note Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT

BLANK.]

IN WITNESS WHEREOF, the parties have caused their respective

signature page to this Amendment to be duly executed as of the date first written above.

BORROWERS:

ADITXT

By:

Name:

Jeffrey M. Busch

Title:

Inteim Chief Executive Officer

IGNITE PROTEOMTICS LLC

By:

Name:

Jeffrey M. Busch

Title:

Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused their respective

signature page to this Amendment to be duly executed as of the date first written above.

UNDERSIGNED BUYER:

SCHEDULE I

AMENDED SUPPLEMENT TO SCHEDULE OF BUYERS

(1)

(2)

(3)

(4)

(5)

Buyer

Mailing Address and E-mail Address

Aggregate Principal Amount of Initial Notes

Purchase Price

Legal Representative’s

Mailing Address and E-mail Address

TOTAL:

EXHIBIT A

FORM OF JOINDER AGREEMENT

See attached.

JOINDER

AGREEMENT

This

Joinder Agreement (the “Joinder”) dated as of July [__], 2026 (the “Effective Date”), between

by and among Aditxt, Inc., a Delaware corporation (the “ADTX Borrower”), Ignite Proteomics LLC, a Delaware limited

liability company (the “Ignite Borrower”, and together with the ADTX Borrower, the “Borrowers”)

and [NEW BUYER] (the “New Buyer”).

1. Reference

is made to (x) that certain Note Purchase Agreement, dated as of June 3, 2026, as amended by Amendment No. 1 (as defined below) and Amendment

No. 2 (as defined below) (the “Note Purchase Agreement”), by and among the Borrowers and the investors listed on the

signature pages thereto, (y) Amendment No. 1 to the Note Purchase Agreement, dated June 22, 2026 (the “Amendment No. 1”),

and (z) Amendment No. 2 to the Note Purchase Agreement, dated July [__], 2026 (the “Amendment No. 2”, and together

with the Amendment No. 1 and the Note Purchase Agreement, the “Amended Note Purchase Agreement”). Capitalized terms

not defined herein shall have the meaning as set forth in the Amended Note Purchase Agreement.

2. The

New Buyer desires to participate in the Closing (the “Closing”) to acquire a Note and on the date hereof for a purchase

price of $[●] (the “Purchase Price”) payable by wire transfer of immediately available funds to an account designated

by the Borrowers.

3. On

or prior to the date hereof, the Borrowers have satisfied (or the New Buyer waived) such closing conditions set forth in Section 7 of

the Amended Note Purchase Agreement with respect to the Closing.

4. The

parties hereto agree that, effective upon the date hereof, (a) the Closing shall occur, and (b) the New Buyer (i) shall be deemed a “Buyer”

under the Amended Note Purchase Agreement, as such term is defined therein, and (ii) shall be entitled to all of the applicable rights

and bound by all of the applicable obligations of each of the Transaction Documents (as defined in the Amended Note Purchase Agreement).

5. The

Borrowers hereby represent and warrant to the New Buyer that each and every representation and warranty of the Borrowers set forth in

the Amended Note Purchase Agreement and in each of the other Transaction Documents is true and correct in all material respects (except

where such representation or warranty is qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects)

as of the date when made and as of the date hereof as though originally made at that time (except for representations and warranties that

speak as of a specific date, which shall be true and correct as of such specific date) and the Borrowers have performed, satisfied and

complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Borrowers

at or prior to the date hereof.

6. The

New Buyer hereby (a) acknowledges that the representations and warranties of the New Buyer (in its capacity as a “Buyer” under

the Amended Note Purchase Agreement) are true and correct in all material respects as of the date hereof (except for representations and

warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the New Buyer has performed,

satisfied and complied in all material respects with the covenants, agreements and conditions required by the Amended Note Purchase Agreement

to be performed, satisfied or complied with by the New Buyer at or prior to the date hereof (other than the wire of the applicable Purchase

Price to the Borrowers, which shall be released by no later than the first (1st) Trading Day after the time of execution of

this Joinder), (b) authorizes any officer or other authorized representative of the Borrowers to attach the signature pages to the Amended

Note Purchase Agreement attached hereto as Exhibit A to the Amended Note Purchase Agreement, and (c) agrees that it will

perform in accordance with their terms all of the agreements and obligations which by the terms of the Amended Note Purchase Agreement

are required to be performed by it as a Buyer and, as of the Effective Date, the terms of the Amended Note Purchase Agreement shall be

the binding obligations of the New Buyer.

7. Each

of the parties hereto represent and warrant that it is duly authorized to enter into this Joinder.

8. The

Borrowers and the Buyers hereby confirm and agree that (i) the Amended Note Purchase Agreement and each other Transaction Documents are,

and shall continue to be, in full force and effect, constitute legal and binding obligations of all parties thereto in accordance with

its terms and are hereby ratified and confirmed in all respects, and (ii) the execution, delivery and effectiveness of this Joinder shall

not operate as an amendment of any right, power or remedy of the Borrowers or the Buyers under any Transaction Document, nor constitute

an amendment of any provision of any Transaction Document. This Joinder forms an integral and inseparable part of the Amended Note Purchase

Agreement.

9. Within

one (1) Business Day of the date of this Joinder, the Borrowers shall duly execute and deliver to the New Buyer the Note.

10. Each

party to this Joinder shall bear its own expenses in connection with the structuring, documentation, negotiation and closing of the transactions

contemplated hereby, except that the Borrowers shall be responsible for the payment of any placement agent’s fees, financial advisory

fees, transfer agent fees and Depository Trust Company fees relating to or arising out of the transactions contemplated hereby.

11. Before

5:30 p.m., New York City time, on the fourth Business Day following the date of this Joinder, the Borrowers shall file a Current Report

on Form 8-K with the SEC describing the terms of the transactions contemplated by this Joinder in the form required by the Exchange Act

and attaching the form of this Joinder as an exhibit to such filing (including all attachments, the “8-K Filing”).

From and after the filing of the 8-K Filing with the SEC, neither the Buyers, nor the New Buyer (collectively, the “Buyer Parties”)

shall be in possession of any material, nonpublic information received from the Borrowers, any of their Subsidiaries or any of their respective

officers, directors, employees or agents, that is not disclosed in the 8-K Filing. In addition, upon the filing of the 8-K Filing, the

Borrowers acknowledge and agree that any and all confidentiality or similar obligations under any agreement with respect to the transactions

contemplated hereby or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Borrowers, any of their Subsidiaries

or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any Buyer Party or any of its affiliates,

on the other hand, shall terminate. Neither the Borrowers, their Subsidiaries nor any Buyer Party shall issue any press releases or any

other public statements with respect to the transactions contemplated hereby; provided, however, the Borrowers shall be entitled, without

the prior approval of any Buyer Party, to issue a press release or make such other public disclosure with respect to such transactions

(i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations

(provided that in the case of clause (i) any such applicable Buyer Party shall be consulted by the Borrowers in connection with any such

press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer Party (which

may be granted or withheld in such Buyer Party’s sole discretion), the Borrowers shall not (and shall cause each of their Subsidiaries

and affiliates to not) disclose the name of such Buyer Party in any filing, announcement, release or otherwise.

12. The

obligations of each Buyer Party under this Joinder and/or any other Transaction Document are several and not joint with the obligations

of the other Buyer Party, and no Buyer Party shall not be responsible in any way for the performance of the obligations of any other Buyer

Party under any Transaction Document and/or this Joinder. Nothing contained herein or in any other Transaction Document, and no action

taken by any Buyer Party pursuant hereto, shall be deemed to constitute the Buyer Parties as a partnership, an association, a joint venture

or any other kind of entity, or create a presumption that the Buyer Parties are in any way acting in concert or as a group with respect

to such obligations or the transactions contemplated by this Joinder or any other Transaction Document and the Borrowers acknowledges

that the Buyer Parties are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this

Joinder and/or any other Transaction Document. The Borrowers and the Buyer Parties confirm that each Buyer Party has independently participated

in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Each Buyer Party shall be

entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Joinder and/or

out of any other Transaction Documents, and it shall not be necessary for any other Buyer Party to be joined as an additional party in

any proceeding for such purpose.

13. Section

9 of the Note Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT

BLANK.]

IN WITNESS WHEREOF, the parties

have caused their respective signature page to this Joinder to be duly executed as of the date first

written above.

BORROWERS:

ADITXT

By:

Name:

Jeffrey M. Busch

Title:

Inteim Chief Executive Officer

IGNITE PROTEOMTICS LLC

By:

Name:

Jeffrey M. Busch

Title:

Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused their respective

signature page to this Joinder to be duly executed as of the date first written above.

NEW BUYER:

[NEW BUYER]

By:

Name:

EXHIBIT A TO JOINDER

IN WITNESS WHEREOF,

each Buyer and the Borrowers have caused their respective signature page to this Agreement to be duly executed as of the date first written

above.

BUYER:

[NEW BUYER]

By:

Name:

Title:

Aggregate original

principal amount of Existing Notes:

Aggregate

amount outstanding of Existing Notes:

$[*]1

Series A-1

Preferred Shares:

Series A-2

Preferred Shares:

1 All Existing Notes outstanding (including interest) as of

the Closing Date.

XML — IDEA: XBRL DOCUMENT

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Jul. 16, 2026

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Entity File Number

001-39336

Entity Registrant Name

ADITXT, INC.

Entity Central Index Key

0001726711

Entity Tax Identification Number

82-3204328

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2569 Wyandotte Street

Entity Address, Address Line Two

Suite 101

Entity Address, City or Town

Mountain View

Entity Address, State or Province

Entity Address, Postal Zip Code

94043

City Area Code

650

Local Phone Number

870-1200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

ADTX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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