Aditxt, Inc. announced a private placement to issue 1,237,114 Pre-funded warrants common stock at an issue price of $4.85 per share for the gross proceeds of $6,000,002.9 and 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 on December 29, 2023. 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. 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. The company will issue 2,474,228 warrants in connection with the transaction.

The company will pay 7.75% of the gross proceeds in connection with the transaction for $465,000.2325.