Filed 2026-03-31 · Period ending 2025-12-31 · 88,563 words · SEC EDGAR
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# Aditxt, Inc. (ADTX) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-037529 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1726711/000121390026037529/) **Origin leaf:** f12117769aa3bd1b2ee86d06bfdfb29c718cfc1cfc515a51b4823cec1ef50bd7 **Words:** 88,563 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM10-K** ******ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the fiscal year ended:**December 31,2025** **or** ******TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the transition period from _______________ to _______________ Commission file number:001-39336 **Aditxt, Inc.** (Exact name of registrant as specified in its charter) | Delaware | | 82-3204328 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | 2569 Wyandotte Street, Suite 101 | | | | | Mountain View, CA | | 94043 | | | (Address of principal executive offices) | | (Zip Code) | | Registrants telephone number, including area code:**(650)870-1200** Securities registered pursuant to Section12(b)of the Act: | Title of each Class | | Trading Symbol(s) | | Name of each exchange on whichregistered | | | Common Stock, par value $0.001 per share | | ADTX | | The Nasdaq Stock Market LLC | | Securities registered pursuant to Section12(g)of the Act:**None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | 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. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in this filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2025, based on a closing price of $1,157.12 was approximately $4,316,100. As of March 30, 2026, the registrant had904,469and904,468shares of common stock, $0.001 par value per share, issued and outstanding, respectively. **DOCUMENTS INCORPORATED BY REFERENCE** None **ADITXT, INC.** **ANNUAL REPORT ON FORM 10-K** **FOR THE YEAR ENDED DECEMBER 31, 2025** **** **TABLE OF CONTENTS** | | | PART I | | 1 | | | Item 1 | | Business | | 1 | | | Item 1A | | Risk Factors | | 13 | | | Item 1B | | Unresolved Staff Comments | | 38 | | | Item 1C | | Cybersecurity | | 38 | | | Item 2 | | Properties | | 39 | | | Item 3 | | Legal Proceedings | | 39 | | | Item 4 | | Mine Safety Disclosures | | 39 | | | | | | | | | | | | PART II | | 40 | | | Item 5 | | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 40 | | | Item 6 | | [Reserved] | | 40 | | | Item 7 | | Managements Discussion and Analysis of Financial Condition and Results of Operations | | 41 | | | Item 7A | | Quantitative and Qualitative Disclosures About Market Risk | | 55 | | | Item 8 | | Financial Statements and Supplementary Data | | 55 | | | Item 9 | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 55 | | | Item 9A | | Controls and Procedures | | 55 | | | Item 9B | | Other Information | | 55 | | | Item 9C | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 56 | | | | | | | | | | | | PART III | | 57 | | | Item 10 | | Directors, Executive Officers and Corporate Governance | | 57 | | | Item 11 | | Executive Compensation | | 63 | | | Item 12 | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 69 | | | Item 13 | | Certain Relationships and Related Transactions, and Director Independence | | 69 | | | Item 14 | | Principal Accountant Fees and Services | | 70 | | | | | | | | | | | | PART IV | | 71 | | | Item 15 | | Exhibits and Financial Statement Schedules | | 71 | | | | | SIGNATURES | | 83 | | i **SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as may, can, anticipate, assume, should, indicate, would, believe, contemplate, expect, seek, estimate, continue, plan, point to, project, predict, could, intend, target, potential and other similar words and expressions of the future. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. As a result, you should not place undue reliance on any forward-looking statements. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ii **PART I** **Item 1.****Business.** **Overview and Mission** We believe the world needsand deservesa new approach to innovation that harnesses the power of large groups of stakeholders who work together to ensure that the most promising innovations reach people who need them most. We were incorporated in the State of Delaware on September 28, 2017, and our headquarters are in Mountain View, California. The Company was founded with a mission of redefining how health innovations are discovered, developed, and deployedtransforming a highly centralized industry into a socially owned and guided ecosystem to advance human well-being. The socialization of innovation through engaging stakeholders in every aspect of it, is key to transforming more innovations, more rapidly, and more efficiently. At inception, the first innovation we took on was an immune modulation technology titled ADI/Adimune with a focus on prolonging life and enhancing life quality of patients that have undergone organ transplants. Since then, we expanded our portfolio of innovations and subsidiaries, and we continue to evaluate a variety of promising health innovations. **ADIMUNE****, INC. Subsidiary** Formed in January 2023, Adimune, Inc. (Adimune) is focused on leading our immune modulation therapeutic programs. Adimunes proprietary immune modulation product, Apoptotic DNA Immunotherapy (ADI), utilizes a novel approach that mimics the way our bodies naturally induce tolerance to our own tissues. It includes two DNA molecules designed to deliver signals to induce tolerance. ADI-100, the first product candidate based on the ADI platform, is designed to tolerize against an antigen known as glutamic acid decarboxylase (GAD), which is implicated in type-1 diabetes (T1D), psoriasis, and in many autoimmune diseases of the CNS and has been successfully tested in several preclinical models (e.g., skin grafting, psoriasis, and T1D). All preclinical studies for ADI-100 have been completed providing several data points supporting the potential effectiveness of ADI-100 in restoring durable tolerance as illustrated in 10-month studies in prevention and treatment of T1D in nonclinical animal models. Preclinical safety and toxicology studies have shown absence of drug toxicity, no antibody formation to the drug product, and a lack of persistence in all organs evaluated except the skin (at the injection site). Furthermore, Adimune has demonstrated in three separate preclinical studies that ADI-100 does not impair the responsiveness of the immune system to combat infection, cancer, or the tumor fighting capabilities of checkpoint inhibitors. Good Manufacturing Practices (GMP) clinical-grade drug substances have been successfully manufactured by a qualified contract manufacturer. The clinical grade drug substances are now being prepared for shipment to another contract manufacturer to be formulated into the final drug product in preparation for stability testing and use in the clinical trials pending required regulatory submissions. Lastly, one remaining drug product release stability assay specifically designed for ADI-100 is in the final stages of qualification to be used once the final drug product is ready. Preclinical and manufacturing data, including the clinical-grade drug substance, are essential components of the complete dossier that we intend to submit to the regulatory agencies, which evaluate the safety and quality of the final drug product to be administered in the clinical trials. Adimune has had pre-submission meetings with the regulatory agency in Germany and has completed the additional studies requested. For the clinical trials that are planned in Germany, Adimune has engaged with a Contract Research Organization (CRO) to manage the process, including site selection for clinical studies planned in psoriasis and T1D. In parallel, Adimune is working with the Mayo Clinic to prepare the IND package for FDA submission and is awaiting a pre-IND meeting expected in the second quarter of this year to review the package before full submission. In May 2023, Adimune entered into a clinical trial agreement with the Mayo Clinic to advance clinical studies targeting autoimmune diseases of the central nervous system (CNS) with the initial focus on the rare, but debilitating, autoimmune disease Stiff Person Syndrome (SPS). According to the National Organization of Rare Diseases, the exact incidence and prevalence of SPS is unknown; however, one estimate places the incidence at approximately one in one million individuals in the general population. Pending approval by the International Review Board and U.S. Food and Drug Administration, a human trial for SPS is expected to get underway in 2026 with enrollment of 10-20 patients, some of whom may also have T1D. In these studies, the primary readouts for ADI-100 will be safety and tolerability as well as clinical and immunological signals of tolerance induction. 1 **Background** The discovery of immunosuppressive (anti-rejection and monoclonal antibodies) drugs over the past 40 years has made possible life-saving organ transplantation procedures and blocking of unwanted immune responses in autoimmune diseases. However, immune suppression leads to significant undesirable side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately and broadly suppresses immune function throughout the body. While the use of these drugs has been justifiable because they prevent or delay organ rejection, their use for treatment of autoimmune diseases and allergies may not be widely acceptable because of the aforementioned side effects. Furthermore, often transplanted organs ultimately fail despite the use of immune suppression, and about 40% of transplanted organs survive no more than five years. Through Aditxt, Adimune has the right to the exclusive worldwide license for commercializing ADI nucleic acid-based technology from Loma Linda University. ADI has been designed to use a novel approach that mimics the way the body naturally induces tolerance to our own tissues (therapeutically induced immune tolerance). While immune suppression requires continuous administration to prevent rejection of a transplanted organ, induction of tolerance has the potential to retrain the immune system to accept the organ for longer periods of time. ADI may potentially allow patients to live with transplanted organs with significantly reduced need for immune suppression. ADI is a technology platform which we believe can be engineered to address a wide variety of indications. **Advantages** ADI is a nucleic acid-based technology (*e.g.*, DNA-based), which we believe selectively suppresses only those immune cells involved in attacking (in autoimmune diseases) or rejecting self (in transplanted tissues and organs). It does so by tapping into the bodys natural process of cell turnover (i.e., apoptosis) to retrain the immune system to stop unwanted attacks on self or transplanted tissues. Apoptosis is a natural process used by the body to clear dying cells and to allow recognition and tolerance to self-tissues. ADI triggers this process by enabling the cells of the immune system to recognize the targeted tissues as self. Conceptually, it is designed to retrain the immune system to accept the tissues, similar to how natural apoptosis reminds our immune system to be tolerant to our own self tissues. While various groups have promoted tolerance through cell therapies and*ex vivo*manipulation of patient cells (i.e., conducted outside the body), to our knowledge, we will be unique in our approach of using in-body induction of apoptosis to promote tolerance to specific tissues.In addition, ADI treatment itself will not require additional hospitalization but only an injection of minute amounts of the therapeutic drug into the skin. ** Moreover, preclinical studies have demonstrated that ADI treatment significantly and substantially prolongs graft survival, in addition to successfully reversing other established immune-mediated inflammatory processes. **License Agreement with Loma Linda University (LLU)** On March 15, 2018, we entered into a License Agreement with LLU, which was subsequently amended on July 1, 2020. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the LLU Patent and Technology Rights) and related to therapy for immune-mediated inflammatory diseases (the ADI technology). In consideration of the LLU License Agreement, we issued 1 share of common stock to LLU. 2 **PEARSANTA, INC. Subsidiary** The best approach for addressing cancer may be its early detection. Pearsanta is pioneering the development of molecular tests based on the mitochondrial DNA (mtDNA) to develop tests for early detection of cancer. Though further technical development and clinical validation is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional characteristics of mtDNA, and more specifically mutated mtDNA, render it a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment, and therapeutic targeting. Pearsanta acquired the assets of MDNA Life Sciences, Inc. on January 4, 2024. Through the acquisition of these assets, and in particular the Mitomic Technology platform, patents, and intellectual property, our management believes that Pearsanta is well positioned for research and discovery of mtDNA-based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mtDNA-based biomarkers for a wide spectrum of human diseases. Pearsanta is continuing to leverage this technology to discover mtDNA-based biomarkers. Though Pearsanta has no commercially available FDA or foreign regulatory approved products, Pearsanta has two product candidates in development and hopes to enter the cancer screening market with these two product candidates, and if proven successful continue to discover additional mtDNA-based biomarkers and develop a pipeline of disease screening and diagnostics tests. The current in-development products include a potential product for prostate cancer diagnosis and a potential product for the detection of endometriosis. Pearsanta has also discovered mtDNA-based biomarkers, which it believes are associated with ovarian cancer and lung cancer; and Pearsanta intends to pursue the biomarker identification phase of development for pancreatic, liver, breast, stomach, esophageal, and colorectal cancers. **Licensed Technologies AditxtScoreTM** **** We issued Pearsanta an exclusive worldwide sub-license (the Exclusive Worldwide Sublicense Agreement) for commercializing the AditxtScore technology which provides a personalized comprehensive profile of the immune system. AditxtScore is intended to detect individual immune responses to viruses, bacteria, peptides, drugs, supplements, bone marrow and solid organ transplants, and cancer. It has broad applicability to many other agents of clinical interest impacting the immune system, including those not yet identified such as emerging infectious agents. On September 23, 2025, the Company and Pearsanta entered in a Mutual Termination Agreement (the Exclusive Worldwide Sublicense Termination Agreement) to terminate the Exclusive Worldwide Sublicense Agreement. As provided in the Exclusive Worldwide Sublicense Termination Agreement, the Exclusive Worldwide Sublicense Agreement has been terminated in its entirety and all rights and obligations of the parties under the Exclusive Worldwide Sublicense Agreement have ceased. A non-exclusive licensing agreement has been granted by Aditxt to Pearsanta as of December 30, 2025 for the use of the technology for evaluating levels of antibodies and neutralizing antibodies to SARS-CoV-2, which are currently available in use by the CLIA/CAP facility in Richmond, VA. **** **Advantages** The advantages of the AditxtScore technology include the following: | | | greater sensitivity/specificity. | | | | | 20-fold higher dynamic range, greatly reducing signal to noise compared to conventional assays. | | | | | ability to customize assays and multiplex a large number of analytes with speed and efficiency. | | | | | ability to test for cellular immune responses (i.e., T and B cells and cytokines). | | | | | proprietary reporting algorithm. | | 3 **License Agreement with Leland Stanford Junior University (Stanford)** On February 3, 2020, we entered into an exclusive license agreement (the February 2020 License Agreement) with Stanford with regard to a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license to Stanfords patent with regard to use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented FlowSpot technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License Agreement). However, Stanford agreed not to grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology and securing worldwide exclusivity in all fields of use of the licensed technology. AditxtScore and FlowSpot have been designed to enable individuals and their healthcare providers to understand, manage and monitor their immune profiles and to stay informed about attacks on or by their immune system. We believe these platforms can also assist the medical community and individuals in anticipating the immune systems potential response to viruses, bacteria, allergens, and foreign tissues such as transplanted organs. These technologies may be able to serve as tools allowing for more time to respond appropriately. Their advantages include the ability to provide simple, rapid, accurate, high throughput assays that can be multiplexed to determine immune status with respect to several factors simultaneously, in approximately 3-16 hours. In addition, they can determine and differentiate between distinct types of cellular and humoral immune responses (e.g., T and B cells and other cell types). The FlowSpot technology can also provide simultaneous monitoring of cell activation and levels of cytokine release (i.e., cytokine storms). In collaboration with its partners, the platforms underlying AditxtScore and FlowSpot are being further evaluated for evaluating the immune status of individuals including those with hypersensitivity to certain antigens (e.g., patients with autoimmunity). These tests may become tools that can monitor dynamic changes after administration of immunotherapies designed to tolerize to these target antigens. **Technologies Mitomic** **Technology Platform** **** In January 2024, Pearsanta acquired the assets comprising our Mitomic Technology platform from MDNA Life Sciences Inc. This platform seeks to harness the unique properties of mitochondrial DNA (mtDNA) to detect disease through non-invasive, blood-based liquid biopsies. Though further technical development and clinical validation is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional characteristics of mtDNA, and more specifically mutated mtDNA, make mtDNA a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment, and therapeutic targeting. Pearsanta plans to license distribution rights through various agreements with U.S.-based and international business partners to commercialize our Mitomic Technology, should Mitomic tests be successfully developed and successfully approved by the FDA, or a foreign regulator or other relevant regulatory agency. We believe our biomarker portfolio covers many high-clinical need cancers, with potential applications outside oncology. Pearsanta leases a state-of-the-art facility located in Richmond VA, that is a high-complexity, CLIA-certified, CAP-accredited and NYS CLEP-approved laboratory equipped to accommodate rapid development and rollout of innovative laboratory tests for the clinical market. Our laboratory facility is optimized for contamination prevention including dedicated workspaces for key functions; advanced molecular biology capabilities including digital PCR, real-time PCR, automated electrophoresis with scale-up capacity and redundancy; and automated and semi-automated (robotic) processes for DNA/RNA isolation and liquid handling to achieve efficient and standardized workflows. 4 **Our Mitomic** **Products and Product Candidates** **The Mitomic** **Technology**targets mutations in mtDNA to detect disease. Every human cell is home to multiple copies of mtDNA, some of which become mutated beyond repair when cells are stressed by diseases such as cancer. Though further technical development and clinical validation is required to determine utility, Mitomic tests are being designed to detect this mutated DNA, which can accumulate from the very early stages of a disease. If the development of Mitomic tests is successful and if Mitomic tests can achieve their still unproven objective of early disease detection, our Mitomic Technology presents an opportunity to detect disease before it presents clinically. The Mitomic Technology platform is designed to identify biomarker targets, develop robust assays, discover new biomarkers, and develop new products. The biomarker identification program is based on the identification of a new class of molecules generated through a process associated with mitochondria. The Mitomic Technology platform has already discovered biomarkers which are believed to be associated with cancer and has generated an in-silico database, which is an experiment that generates thousands of potential biomarkers, developed through computer software and simulation. To date, the Mitomic Technology biomarker discoveries have identified numerous biomarker targets from the in-silico database, and we plan to use these biomarker targets in our various assay development programs. **Mitomic** **Prostate Test (MPT)**is currently in development and is being designed as a blood-based assay that quantifies the level of the 3.4kb mtDNA deletion. Published analytical data for the 3.4kb mtDNA deletion associated with prostate cancer, suggests the 3.4kb mtDNA deletion may be able to identify clinically significant prostate cancer for men in the prostate-specific antigen (PSA) grey zone (PSA < 10ng/ml) and if proven through ongoing clinical study, the 3.4kb mtDNA deletion may be able to aid in the decision to biopsy. Some of the significant clinical challenges that have not been met for prostate cancer are that up to 50% of men will be over diagnosed with cancer that never harms themand the risks associated with treatment of low-grade cancers ( Gleason 6) appear to outweigh the benefits e.g. urinary incontinence, erectile dysfunction.1NIH National Cancer Institute reports this number is even higher at ~ 75% based on 5-year survival rates. Seer database (https://seer.cancer.gov/statfacts/html/prost.html). **Mitomic Prostate Test (MPT)** is in development and is being designed with the following objectives: | | | Simple The test is expected to be completed using a patients blood sample and is not expected to require an algorithm. | | | | | Provide New Information If ongoing clinical studies support the published analytical data for the 3.4kb mtDNA deletion, healthcare providers will be provided with new information related to clinically significant prostate cancer independent of PSA, age, and family history. | | **Mitomic Endometriosis Test (MET)**is currently in development and is being designed as a blood-based assay that quantifies the level of one or more mtDNA deletions which published analytical data suggest are associated with endometriosis a condition affecting approximately 1 in 10 women according to Endometriosis World and the World Health Organization. The MET is intended for use in females of child-bearing age who present symptoms of endometriosis to determine whether medical or surgical intervention is warranted. Endometriosis occurs when the tissue of the uterus (endometrium) grows in areas where it does not belong, most often on the ovaries, fallopian tubes, outer surface of the uterus, and tissues holding the uterus, but can be found almost anywhere in the body. Endometriosis is challenging to identify, and on average takes ten years to diagnose, and when patients are finally diagnosed, greater than 90% have moderate to severe symptoms. **** **Technologies Adductomics Technology** **** On March21, 2025, Pearsanta acquired certain patents related to the detection and analysis of DNA adducts. DNA adducts are chemically modified nucleotides that result from exposure to carcinogens and other damaging agents, serving as early indicators of genomic instability and increased cancer risk. The technology includes proprietary mass-tag enhancements designed to improve the sensitivity and specificity of DNA adduct detection across a full genomic landscape. 5 Pearsanta intends to develop this platform to enable a comprehensive, panoramic assessment of DNA adducts using urine, blood, or solid tissue samples. This approach aims to provide actionable insights into DNA damage before mutations occur, offering the potential to identify environmental or biological factors that contribute to cancer risk. The development roadmap includes further validation of the technology and the creation of commercially available diagnostic kits. While still in the early stages, Pearsanta anticipates that additional development over the next two to three years will advance this platform toward clinical and commercial applications. **** **ADIVIR INC. Subsidiary** Formed in April 2023, Adivir, Inc. (Adivir) is a wholly owned subsidiary of Aditxt, Inc., dedicated to advancing the clinical and commercial development of innovative products intended to address significant unmet needs in infectious disease and population health. Adivir is focused on building a portfolio of antiviral and other antimicrobial solutions designed to target life-threatening viral infections and emerging pathogens. Its strategic objective is to identify, develop, and commercialize therapeutic candidates that have the potential to improve treatment access and outcomes in areas where existing options are limited or inadequate. We believe the global healthcare landscape underscores the critical importance of strengthening antiviral preparedness and accelerating development of both novel and repurposed therapeutic solutions. Through Adivir, the Company seeks to contribute to addressing the ongoing and evolving challenges posed by infectious diseases worldwide. **ADIFEM, INC. Subsidiary** **** Adifem, Inc. (Adifem), f/k/a Adicure, Inc., was formed in April of 2024 connection with Aditxts planned strategic expansion into womens health through its proposed acquisition of Evofem Biosciences. Adifem is a wholly owned subsidiary of the Company dedicated to advancing innovative solutions that address critical unmet needs in womens health. Although we are no longer pursuing the acquisition of Evofem Biosciences, our commitment to womens health reflects a broader strategic objective to invest in therapeutic areas where there are significant unmet medical need and opportunity for meaningful patient impact. We believe that empowering women with innovative, science-driven solutions remains an important and timely priority in global healthcare. **Evofem Merger Agreement and Termination** **** On December 11, 2023 (the Execution Date), Aditxt, Inc., a Delaware corporation (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Adifem, 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. **** Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), (i) all issued and outstanding shares of common stock, par value $0.0001per share of Evofem (Evofem Common Stock), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of8shares of the Companys common stock, par value $0.001per share; and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001of Evofem (the Evofem Unconverted Preferred Stock), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of2,327shares of Series A-1 Convertible Preferred Stock, par value $0.001of the Company (the Company Preferred Stock), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Convertible Preferred Stock. 6 On January 8, 2024, the Company, Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and Evofem Biosciences, Inc., a Delaware corporation (Evofem) entered into the First Amendment (the First Amendment to Merger Agreement), to the Agreement and Plan of Merger (the Merger Agreement) pursuant to which the parties agreed to extend the date by which the joint proxy statement would be filed with the SEC until February 14, 2024. On January 30, 2024, the Company, Adicure and Evofem entered into the Second Amendment to the Merger Agreement (the Second Amendment to Merger Agreement) to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to be February 29, 2024, (ii) to change the date by which Evofem may terminate the Merger Agreement for failure to receive the Parent Loan to be February 29, 2024, and (iii) to change the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024. On February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the Third Amendment to Merger Agreement) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the Company make an equity investment into Evofem consisting of (a) a purchase of2,000shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $2.0million on or prior to April 1, 2024, and (b) a purchase of1,500shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $1.5 million on or prior to April 30, 2024. **** On April 26, 2024, the Company received notice from Evofem (the Termination Notice) that Evofem was exercising its right to terminate the Merger Agreement as a result of the Companys failure to provide the Initial Parent Equity Investment (as defined in the Merger Agreement, as amended). On May 2, 2024, the Company, Adifem, Inc. f/k/a Adicure, Inc. and Evofem Biosciences, Inc. (Evofem) entered into the Reinstatement and Fourth Amendment to the Merger Agreement (the Fourth Amendment) in order to waive and amend, among other things, the several provisions listed below. Amendments to Article VI: Covenants and Agreement Article VI of the Merger Agreement is amended to: | | | reinstate the Merger Agreement, as amended by the Fourth Amendment, as if never terminated; | | | | | reflect the Companys payment to Evofem, in the amount of $1,000,000(the Initial Payment), via wire initiated by May 2, 2024; | | | | | delete Section 6.3, which effectively eliminates the no shop provision, and the several defined terms used therein; | | | | | add a new defined term Company Change of Recommendation; and | | | | | revise section 6.10 of the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each a Parent Subsequent Capital Raise), the Company shall purchase that number of shares of Evofems Series F-1 Preferred Stock, par value $0.0001per share (the Series F-1 Preferred Stock), equal to forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000or2,500shares of Series F-1 Preferred Stock. A maximum of $1,500,000shall be raised prior to September 17, 2024, and $1,000,000prior to July 1, 2024 (the Parent Capital Raise). | | 7 Amendments to Article VIII: Termination Article VIII of the Merger Agreement is amended to: | | | extend the date after which either party may terminate from May 8, 2024 to July 15, 2024; | | | | | revise Section 8.1(d) in its entirety to allow Company to terminate at any time after there has been a Company Change of Recommendation, provided that Aditxt must receive ten day written notice and have the opportunity to negotiate a competing offer in good faith; and | | | | | amend and restate Section 8.1(f) in its entirety, granting the Company the right to terminate the agreement if (a) the full $1,000,000Initial Payment required by the Fourth Amendment has not been paid in full by May 3, 2024 (b) $1,500,000of the Parent Capital Raise Amount has not been paid to the Company by June 17, 2024, (c) $1,000,000of the Parent Capital Raise Amount has not been paid to the Company by July 1, 2024, or (d) Aditxt does not pay any portion of the Parent Equity Investment within five calendar days after each closing of a Parent Subsequent Capital Raise. | | **Amended and Restated Merger Agreement** **** On July 12, 2024 (the A&R Execution Date), the Company entered into an Amended and Restated 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, 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. The Merger Agreement amended and restated that certain Agreement and Plan of Merger dated as of December 11, 2023, by and among the Company, Merger Sub and Evofem (as amended, the Original Agreement). *Effect on Capital Stock* Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), (i) all issued and outstanding shares of common stock, par value $0.0001per share of Evofem (Evofem Common Stock), other than any shares of Evofem Common Stock either held by the Company or Merger Sub immediately prior to the Effective Time or which are Dissenting Shares (as hereinafter defined), will be converted into the right to receive an aggregate of $1,800,000; and (ii) each issued and outstanding share of Series E-1 Preferred Stock, par value $0.0001of Evofem (the Evofem Unconverted Preferred Stock), other than any shares of Evofem Unconverted Preferred Stock either held by the Company or Merger Sub immediately prior to the Effective Time or which are Dissenting Shares, will be converted into the right to receive one (1) share of Series A-2 Preferred Stock, par value $0.001of the Company (the Company Preferred Stock), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-2 Preferred Stock, the form of which is attached as Exhibit C to the Merger Agreement. Any Evofem capital stock outstanding immediately prior to the Effective Time and held by an Evofem shareholder who has not voted in favor of or consented to the adoption of the Merger Agreement and who is entitled to demand and has properly demanded appraisal for such Company Capital Stock in accordance with the Delaware General Corporation Law (DGCL), and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (such Evofem capital Stock, Dissenting Shares) shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration and, instead, shall be entitled to only those rights as set forth in the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his, her or its right to appraisal under the DGCL, with respect to any Dissenting Shares, upon surrender of the certificate(s) representing such Dissenting Shares, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the merger consideration, if any, to which such Evofem capital stock is entitled pursuant to the Merger Agreement, without interest. As a closing condition for the Company, there shall be no more than 4,141,434 Dissenting Shares that are Evofem Common Stock or 98 Dissenting Shares that are Evofem Preferred Stock. 8 Treatment of Evofem Options and Employee Stock Purchase Plan At the Effective Time, each option outstanding under the Evofem 2014 Equity Incentive Plan, the Evofem 2018 Inducement Equity Incentive Plan and the Evofem 2019 Employee Stock Purchase Plan (collectively, the Evofem Option Plans), whether or not vested, will be canceled without the right to receive any consideration, and the board of directors of Evofem shall take such action such that the Evofem Option Plans are cancelled as of the Effective Time. As soon as practicable following the A&R Execution Date, Evofem will take all action that may be reasonably necessary to provide that: (i) no new offering period will commence under the Evofem 2019 Employee Stock Purchase Plan (the Evofem ESPP); (ii) participants in the Evofem ESPP as of the A&R Execution Date shall not be permitted to increase their payroll deductions or make separate non-payroll contributions to the Evofem ESPP; and (iii) no new participants may commence participation in the Evofem ESPP following the A&R Execution Date. Prior to the Effective Time, Evofem will take all action that may be reasonably necessary to: (A) cause any offering period or purchase period that otherwise be in progress at the Effective Time to be the final offering period under the Evofem ESPP and to be terminated no later than five business days prior to the anticipated closing date (the Final Exercise Date); (B) make any pro-rata adjustments that may be necessary to reflect the shortened offering period or purchase period; (C) cause each participants then-outstanding share purchase right under the Evofem ESPP to be exercised as of the Final Exercise Date; and (D) terminate the Evofem ESPP, as of and contingent upon, the Effective Time. *Representations and Warranties* The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. *Covenants* The Merger Agreement contains various customary covenants, including but not limited to, covenants with respect to the conduct of Evofems business prior to the Effective Time. *Closing Conditions* ** *Mutual* The respective obligations of each of the Company, Merger Sub and Evofem to consummate the closing of the Merger (the Closing) are subject to the satisfaction or waiver, at or prior to the closing of certain conditions, including but not limited to, the following: | | (i) | approval by the Evofem shareholders; | | | | (ii) | the entry into a voting agreement by the Company and certain members of Evofem management; | | | | (iii) | all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock; | | 9 | | (iv) | Evofem shall have received agreements (the Evofem Warrant Holder Agreements) from all holders of Evofem warrants which provide: | | | | (a) | waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holder may have under any such Evofem warrants, and (b) an agreement to such Evofem warrants to exchange such warrants for not more than an aggregate (for all holders of Evofem warrants) of930,336shares of Company Preferred Stock; | | | | (v) | Evofem shall have cashed out any other holder of Evofem warrants who has not provided an Evofem Warrant Holder Agreement; and | | | | (vi) | Evofem shall have obtained waivers from the holders of the convertible notes of Evofem (the Evofem Convertible Notes) with respect to any fundamental transaction rights that such holder may have under the Evofem Convertible Notes, including any right to vote, consent, or otherwise approve or veto any of the transactions contemplated under the Merger Agreement. | | | | (vii) | The Company shall have received sufficient financing to satisfy its payment obligations under the Merger Agreement. | | | | (viii) | The requisite stockholder approval shall have been obtained by the Company at a Special Meeting of its stockholders to approve the Parent Stock Issuance (as defined in the Merger Agreement) pursuant to the requirements of NASDAQ. | | *The Company and Merger Sub* The obligations of the Company and Merger Sub to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not limited to, the following: | | (i) | the Company shall have obtained agreements from the holders of Evofem Convertible Notes and purchase rights they hold to exchange such Convertible Notes and purchase rights for not more than an aggregate (for all holders of Evofem Convertible Notes) of353shares of Company Preferred Stock; | | | | (ii) | the Company shall have received waivers from the holders of certain of the Companys securities which contain prohibitions on variable rate transactions; and | | | | (iii) | the Company, Merger Sub and Evofem shall work together between the A&R Execution Date and the Effective Time to determine the tax treatment of the Merger and the other transactions contemplated by the Merger Agreement. | | *Evofem* The obligations of Evofem to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not limited to, the following: | | (i) | The Company shall be in compliance with the stockholders equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable criteria for continued listing. | | 10 *Termination* The Merger Agreement may be terminated at any time prior to the consummation of the Closing by mutual written consent of the Company and Evofem. Either the Company or Evofem may also terminate the Merger Agreement if (i) the Merger shall not have been consummated on or before 5:00 p.m. Eastern Time on September 30, 2024; (ii) if any judgment, law or order prohibiting the Merger or the Transactions has become final and non-appealable; (iii) the required vote of Evofem stockholders was not obtained; or (iv) in the event of any Terminable Breach (as defined in the Merger Agreement). The Company may terminate the Merger Agreement if (i) prior to approval by the required vote of Evofems shareholders if the Evofem board of directors shall have effected a Company Change in Recommendation (as defined in the Merger Agreement); or (ii) in the event that the Company determines, in its reasonable discretion, that the acquisition of Evofem could result in a material adverse amount of cancellation of indebtedness income to the Company. Evofem may terminate the Merger Agreement if (i) at any time after there has been a Company Change of Recommendation; provided, that Evofem has provided the Company ten (10) calendar days prior written notice thereof and has negotiated in good faith with the Company to provide a competing offer; (ii) the Companys common stock is no longer listed for trading on Nasdaq; or (iii) any of: (A) the Initial Parent Equity Investment has not been made by the Initial Parent Equity Investment Date, (B) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment Date, (C) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date or (D) the Fourth Parent Equity Investment has not been made by the Fourth Parent Equity Investment Date (as all of such terms are defined in the Merger Agreement). *Effect of Termination* If the Merger Agreement is terminated, the Merger Agreement will become void, and there will be no liability under the Merger Agreement on the part of any party thereto. **** **Amendments to Evofem Amended and Restated Merger Agreement** On August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 1 to the Amended and Restated Merger Agreement (Amendment No. 1), pursuant to which the date by which the Company is to make the Third Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000. Except as set forth herein, the terms and conditions of the Amended and Restated Merger Agreement have not been modified. On September 6, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 2 to the Amended and Restated Merger Agreement (Amendment No. 2), pursuant to which the date by which the Company shall make the Third Parent Equity Investment was amended from September 6, 2024 to September 30, 2024 and adjust the amount of such investment from $2 million to $1.5 million, and to extend the date by which Aditxt shall make the Fourth Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended from September 30, 2024 to October 31, 2024 and adjust the amount of such investment from $1 million to $1.5 million. **Third Evofem Amendment & Parent Equity Investment** On October 2, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 3 to the Amended and Restated Merger Agreement in order to extend the date by which the Company shall make the Third Parent Equity Investment to October 2, 2024, reduce the amount of the Third Parent Equity Investment from $1.5 million to $720,000, and increase the amount of the Fourth Parent Equity Investment from $1.5 million to $2.28 million. On October 2, 2024, the Company completed the purchase of 460 shares of Evofem F-1 Preferred Stock for an aggregate purchase price of $460,000. 11 **Evofem Parent Equity Investment** On October 28, 2024, the Company entered into a Securities Purchase Agreement (the Series F-1 Securities Purchase Agreement) with Evofem, pursuant to which the Company purchased the Fourth Parent Equity Investment of 2,280 shares of Evofem Series F-1 Convertible Preferred Stock for an aggregate purchase price of $2,280,000. **Fifth****Amendment to Amended and Restated Merger Agreement** **** On March 23, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 5 to the Amended and Restated Merger Agreement (Amendment No. 5), pursuant to which, the parties agreed that (i) Evofem shall use commercially reasonable efforts to hold the Company Shareholders Meeting (as defined under the A&R Merger Agreement) no later than September 26, 2025, (ii) the Company shall invest an additional $1,500,000 in Evofem no later than April 7, 2025 in exchange for additional shares of F-1 Preferred Stock and/or, at the Companys option, senior subordinated notes of Evofem, and (iii) the End Date shall be extended to September 30, 2025. **Sixth****Amendment to Amended and Restated Merger Agreement** **** On August 26, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 6 to the Amended and Restated Merger Agreement(Amendment No. 6), in order to (i) amend Sections 1.5 and 3.1(b)(ii) to update the definition of Unconverted Company Preferred Stock to include Series G-1 Preferred Stock of Evofem; (ii) amend Section 1.6 to update the definition of Company Shareholder Approval to include (a) the outstanding shares of Evofem common stock (including all Evofem preferred stock on the basis and to the extent it is permitted to so vote) entitled to vote thereon, and (b) each series of the unconverted Evofem preferred stock; (iii) amend Section 6.23 to clarify that Evofem will assist in obtaining Exchange Agreements (as defined in the Amended and Restated Merger Agreement) to exchange Evofem convertible notes and purchase rights for an aggregate of not more than 89,021 shares of the Companys preferred stock from the applicable Evofem shareholders; (iv) amend Section 7.2(j) to change the number of dissenting shares to no more than 741,603 shares of common stock or 202 shares of preferred stock; (v) add a new Section 7.2(k) to require waivers from each holder of Evofems Series E-1 Convertible Preferred Stock, with respect to the last sentence of Section 2, the entirety of Section 6, any price adjustment provisions that may be triggered under Section 8(a)(ii), Section 12(c) and Section 12(d) of the Evofem Series E-1 Certificate of Designations; and (vi)to replace in its entirety, the Certificate of Designation included as Exhibit C to the Amended and Restated Merger Agreement. **Evofem Termination** **** On October 20, 2025, Aditxt received from Evofem a notice of termination of the parties Merger Agreement. In the notice, Evofem cites Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025 special meeting) as the basis for termination, effective October 20, 2025. No termination fee or other early-termination penalty is payable by Aditxt in connection with Evofems termination pursuant to Sections 8.1(b)(ii) and 8.1(b)(iv). The Company retains its holdings of Evofem F-1 Preferred Stock, convertible notes, and Evofem Warrants. **Employees** We employ twenty-six(26)full-time employees as of December 31, 2025. We consider the relations with our employees to be good 12 **Item 1A. Risk Factors.** *You should carefully consider the risks described below, as well as general economic and business risks and the other information in this Annual Report on Form10-K. The occurrence of any of the events or circumstances described below or other adverse events could have a material adverse effect on our business, results of operations and financial condition and could cause the trading price of our common stock to decline. Additional risks or uncertainties not presently known to us or that we currently deem immaterial may also harm our business.* **RISK FACTOR SUMMARY** Our business is subject to numerous risks and uncertainties, including those highlighted in Section 1A titled Risk Factors, that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to: | | | our financial situation creates doubt whether we will continue as a going concern; | | | | | our ability to remain compliant with the requirements for continued listing on The Nasdaq Capital Market | | | | | we have generated no significant revenue from commercial sales to date, and our future profitability is uncertain; | | | | | if we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development, and you will likely lose your entire investment; | | | | | we may need to raise additional funding, which may not be available on acceptable terms, or at all; | | | | | even if we can raise additional funding, we may be required to do so on terms that are dilutive to you; | | | | | the regulatory approval process is expensive, time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of our future product candidates, if any; | | | | | we may encounter substantial delays in completing our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate safety and efficacy to the satisfaction of applicable regulatory authorities; | | | | | if our future pre-clinical development and future clinical Phase I/II studies are unsuccessful, we may be unable to obtain regulatory approval of, or commercialize, our product candidates on a timely basis or at all; | | | | | even if we receive regulatory approval for any of our product candidates, we may not be able to successfully commercialize the product and the revenue that we generate from their sales, if any, may be limited; | | | | | adverse events involving our products may lead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result in product recalls that could harm our reputation, business and financial results; | | | | | certain technologies are subject to licenses from LLU and Stanford (as defined below), each of which are revocable in certain circumstances, including in the event we do not achieve certain payments and milestone deadlines. Without these licenses, we may not be able to continue to develop our product candidates; | | | | | if we were to lose our CLIA certification or state laboratory licenses, whether as a result of a revocation, suspension or limitation, we would no longer be able to offer our assays (including our AditxtScore platform), which would limit our revenues and harm our business. If we were to lose, or fail to obtain, a license in any other state where we are required to hold a license, we would not be able to test specimens from those states; | | | | | our results of operations will be affected by the level of royalty and milestone payments that we are required to pay to third parties; | | | | | we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do; | | | | | our technologies and products under development, and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant revenues as a result; | | | | | customers may not adopt our products quickly, or at all; | | 13 | | | the failure to obtain or maintain patents, licensing agreements and other intellectual property could materially impact our ability to compete effectively; | | | | | some of our intellectual property may be subject to march-in rights by the U.S. federal government; | | | | | we do not expect to pay dividends in the foreseeable future; | | | | | we have issued a significant number of shares of convertible preferred stock and warrants and may continue to do so in the future. The conversion and/or exercise of these securities and the sale of the shares of common stock issuable thereunder may dilute your percentage ownership interest and may also result in downward pressure on the price of our common stock; and | | | | | we may engage in future acquisitions or strategic transactions, which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management. | | **Risks Related to Our Financial Position and Need for Capital** **Our financial situation creates doubt whether we will continue as a going concern.** **** The Company was incorporated on September 28, 2017, and through the date of this report has generated no significant revenues. For the years ended December 31, 2025, and 2024, the Company had a net loss of $42,787,043 and $35,020,058, respectively. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment. **Our ability to have our securities traded on the Nasdaq Capital Market is subject to us meeting applicable listing criteria.** As previously reported in a Current Report on Form 8-K filed by the Company, on December 1, 2025, the Company received written notice from the Listing Qualifications Department of The Nasdaq Capital Market LLC stating that, based upon the stockholders equity reported by the Company in its Form 10-Q for the period ended September 30, 2025, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2,500,000 in stockholders equity, a market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. In accordance with the Nasdaq Listing Rules, the Company had 45 calendar days, or until January 15, 2026, to submit a plan to regain compliance.The Company submitted its plan of compliance on January 15, 2026, and was granted an extension by Nasdaq until May 15, 2026, to regain compliance. A delisting could materially and adversely affect our business, financial condition and results of operations and could reduce the liquidity and market price of our common stock. Although Nasdaq granted the extension, we must satisfy the requirements for continued listing by the end of the extension period. Our ability to regain compliance may depend on factors that are outside our control, including market conditions, our operating performance, our ability to improve our stockholders equity, and our ability to access capital on acceptable terms, if at all. In addition, Nasdaq may require that we meet interim milestones or other conditions during the extension period, and there can be no assurance that we will satisfy any such conditions. Even if we regain compliance, Nasdaq may subsequently determine that we fail to satisfy other continued listing requirements, and we may again become subject to delisting. As of the date of this Annual Report, our common stock has traded below $1.00 for 6 consecutive trading days. Under Nasdaqs continued listing requirements, if our common stock trades below $1.00 for 30 consecutive trading days, we would be subject to a minimum bid price deficiency and Nasdaq would generally provide notice that we are not in compliance. As of the date of this Annual Report, we have not received a deficiency notice from Nasdaq; however, there can be no assurance that we will not receive such notice if our common stock continues to trade below the minimum bid price threshold for the required period. 14 In addition, on January 26, 2026, Nasdaq filed a rule proposal with the SEC that, if approved and implemented, could require the immediate suspension and delisting of companies whose market capitalization falls below a specified minimum threshold, including a proposed threshold of $5.0 million, for 30 consecutive business days. On March 11, 2026, the SEC issued a release extending the period to approve, disapprove or institute proceedings to determine whether to disapprove the proposed new continued listing standard from March 16, 2026 to April 29, 2026. Because the rule is proposed, it may be modified, delayed or not adopted, and any final rule could differ materially from the proposal, including with respect to the applicable market capitalization test, measurement period, cure period, compliance deadlines, and available remedies. However, if a minimum market capitalization requirement at or near the proposed level is adopted and becomes applicable to us, and our market capitalization falls below the applicable threshold for the relevant period, we could be deemed noncompliant and become subject to delisting from Nasdaq. Our market capitalization has fluctuated in the past and may continue to fluctuate significantly due to factors beyond our control, including overall market conditions, volatility in the trading price or volume of our common stock, industry developments, the availability of research coverage, and investor sentiment. In addition, events such as equity issuances, reverse stock splits, or other corporate actions may not increase our market capitalization and could adversely affect it. As of March 30, 2026, our market capitalization is approximately $713,000. As a result, there can be no assurance that we would be able to satisfy any new minimum market capitalization continued listing standard, if adopted. Unlike most Nasdaq continued listing deficiencies, the proposed rule would allow suspension and delisting to take effect without a prior hearing and without any automatic stay. Although an affected company could seek review of a delisting determination and appeal to the Nasdaq Listing and Hearing Review Council, its securities would remain suspended from Nasdaq trading during that process and would generally trade in the over-the-counter market. The scope of any hearing would be narrowly limited to whether Nasdaq staff made a factual error, with no discretion to grant additional time or consider subsequent compliance. If our common stock were delisted from Nasdaq, we could face significant adverse consequences, including: reduced trading liquidity; increased volatility; reduced analyst coverage and diminished investor interest; decreased ability to raise capital; and potential defaults, penalties or other adverse consequences under agreements that include listing-related covenants or that are affected by a reduced trading market. Delisting could also impair our ability to use equity or equity-linked securities for strategic transactions, employee compensation and other corporate purposes, and could increase our cost of capital. If our common stock were to trade on an over-the-counter market, the market price and liquidity of our common stock could be adversely affected and investors may have difficulty selling their shares. **** **We have generated no significant revenue from commercial sales to date and our future profitability is uncertain.** **** We were incorporated in September 2017 and have a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development and expansion of a new business enterprise. Since inception, we have incurred losses and expect to continue to operate at a net loss for at least the next several years as we commence our research and development efforts, conduct clinical trials and develop manufacturing, sales, marketing and distribution capabilities. Our net loss for the years ended December 31, 2025 and 2024 was $42,787,043 and $35,020,058, respectively, and our accumulated deficit as of December 31, 2025 was $209,808,770. There can be no assurance that the products under development by us will be approved for sale in the U.S. or elsewhere. Furthermore, there can be no assurance that if such products are approved, they will be successfully commercialized, and the extent of our future losses and the timing of our profitability are highly uncertain. If we are unable to achieve profitability, we may be unable to continue our operations. **If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and you will likely lose your entire investment.** We will need to continue to seek capital from time to time to continue development of our lead drug candidate beyond our initial combined Phase I/IIa clinical trial and to acquire and develop other product candidates. Once approved for commercialization, we cannot provide any assurances that any revenues it may generate in the future will be sufficient to fund our ongoing operations. Our business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional funding may be required to maintain operations, fund expansion, develop new or enhance products, acquire complementary products, business or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment or a change in preferred treatment modalities. In addition, we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently envisioned, and this would require additional capital. However, we may not be able to secure funding when we need it or on favorable terms. We may not be able to raise sufficient funds to commercialize the product candidates we intend to develop. 15 If we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale back or eliminate our research and development activities, clinical studies or future operations. We may also be required to obtain funds through arrangements with collaborators, which arrangements may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing, including rights to future product candidates or certain major geographic markets. This could result in sharing revenues which we might otherwise retain for ourselves. Any of these actions may harm our business, financial condition and results of operations. The amount of capital we may need depends on many factors, including the progress, timing and scope of our product development programs; the progress, timing and scope of our preclinical studies and clinical trials; the time and cost necessary to obtain regulatory approvals; the time and cost necessary to further develop manufacturing processes and arrange for contract manufacturing; our ability to enter into and maintain collaborative, licensing and other commercial relationships; and our partners commitment of time and resources to the development and commercialization of our products. **We may need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.** We do not expect that our current cash position will be sufficient to fund our current operations for the next 12 months. Our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or a combination of these approaches. In any event, we will require additional capital to obtain regulatory approval for, and to commercialize, our product candidates. Raising funds in the current economic environment may present additional challenges. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations. Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares to decline. The sale of additional equity or convertible securities may dilute our existing stockholders. The incurrence of indebtedness would result in increased fixed payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of any product candidate or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations. **Even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.** The capital markets have been unpredictable in the past for unprofitable companies such as ours. In addition, it is generally difficult for development stage companies to raise capital under current market conditions. The amount of capital that a company such as ours is able to raise often depends on variables that are beyond our control. As a result, we may not be able to secure financing on terms attractive to us, or at all. If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our future needs. If adequate funds are not available on acceptable terms, or at all, our business, including our results of operations, financial condition and our continued viability will be materially adversely affected. 16 **Risks Related to Product Development, Regulatory Approval, Manufacturing and Commercialization** **The regulatory approval process is expensive, time-consuming and uncertain and may prevent us from obtaining approvals for the commercialization of our future product candidates, if any.** We will not be permitted to market our product candidates in the United States until we receive approval from the FDA, or in any foreign countries until we receive the requisite approval from corresponding agencies in such countries. The testing, manufacturing, labeling, approval, selling, marketing and distribution of health and life science-related products are subject to extensive regulation, which regulations differ from country to country. Successfully completing our clinical program and obtaining approval of a Biologics License Application (BLA) is a complex, lengthy, expensive and uncertain process, and the FDA or other applicable foreign regulator may delay, limit or deny approval of our product candidates for many reasons, including, among others, because: | | we may not be able to demonstrate that our product candidates are safe and effective in treating patients to the satisfaction of the FDA or foreign regulator; | | | | | the results of our clinical trials may not meet the level of statistical or clinical significance required by the FDA or foreign regulator for marketing approval; | | | | | the FDA or foreign regulator may disagree with the number, design, size, conduct or implementation of our clinical trials; | | | | | the FDA or foreign regulator may require that we conduct additional clinical trials; | | | | | the FDA or foreign regulator may not approve the formulation, labeling or specifications of our product candidates; | | | | | the contract research organizations (CROs) and other contractors that we may retain to conduct our clinical trials may take actions outside of our control that materially adversely impact our clinical trials; | | | | | the FDA or foreign regulator may find the data from preclinical studies and clinical trials insufficient to demonstrate that our product candidate(s) are safe and effective for their proposed indications; | | | | | the FDA or foreign regulator may disagree with our interpretation of data from our preclinical studies and clinical trials; | | | | | the FDA or foreign regulator may not accept data generated at our clinical trial sites or may disagree with us over whether to accept efficacy results from clinical trial sites outside the United States or outside the EU, as applicable, where the standard of care is potentially different from that in the United States or in the EU, as applicable; | | | | | if and when our BLAs or foreign equivalents are submitted to the applicable regulatory authorities, such agencies may have difficulties scheduling the necessary review meetings in a timely manner, may recommend against approval of our application or may recommend or require, as a condition of approval, additional preclinical studies or clinical trials, limitations on approved labeling or distribution and use restrictions; | | | | | the FDA or foreign regulator may require development of a Risk Evaluation and Mitigation Strategy (REMS), which would use risk minimization strategies to ensure that the benefits of certain prescription drugs outweigh their risks, as a condition of approval or post-approval; | | | | | the FDA or other applicable foreign regulatory agencies may not approve the manufacturing processes or facilities of third-party manufacturers with which we contract; or | | | | | the FDA or the other applicable foreign regulatory agencies may change their approval policies or adopt new regulations. | | 17 **We may encounter substantial delays in completing our clinical studies which in turn will require additional costs, or we may fail to demonstrate adequate safety and efficacy to the satisfaction of applicable regulatory authorities.** It is difficult to predict if or when any of our product candidates, will prove safe or effective in humans orwillreceive regulatory approval. Before obtaining marketing approval from regulatory authorities for the sale of our product candidates, we must conduct extensive clinical studies to demonstrate the safety and efficacy of the product candidates in humans. Clinical testing is expensive, time-consuming and uncertain as to outcome. We cannot guarantee that any clinical studies will be conducted as planned or completed on schedule, if at all. A failure of one or more clinical studies can occur at any stage of testing. Events that may prevent successful or timely completion of clinical development include: | | | delays in reaching, or failing to reach, a consensus with regulatory agencies on study design; | | | | | delays in reaching, or failing to reach, agreement on acceptable terms with a sufficient number of prospective contract research organizations (CROs) and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; | | | | | | | | | | delays in obtaining required Institutional Review Board (IRB) or Ethics Committee (EC) approval at each clinical study site; | | | | | | | | | | delays in recruiting a sufficient number of suitable patients to participate in our clinical studies; | | | | | | | | | | imposition of a clinical hold by regulatory agencies, after an inspection of our clinical study operations or study sites; | | | | | failure by ourCROs, other third parties or us to adhere to the clinical study, regulatory or legal requirements; | | | | | | | | | | failure to perform in accordance with the FDAs good clinical practices (GCP) or applicable regulatory guidelines in other countries; | | | | | delays in the testing, validation, manufacturing and delivery of sufficient quantities of our product candidates to the clinical sites; | | | | | | | | | | delays in having patients complete participation in a study or return for post-treatment follow-up; | | | | | | | | | | clinical study sites or patients dropping out of a study; | | | | | | | | | | delay or failure to address any patient safety concerns that arise during the course of a trial; | | | | | | | | | | unanticipated costs or increases in costs of clinical trials of our product candidates; | | | | | | | | | | occurrence of serious adverse events associated with the product candidates that are viewed to outweigh their potential benefits; or | | | | | | | | | | changes in regulatory requirements and guidance that require amending or submitting new clinical protocols. | | We could also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs or ECs of the institutions in which such trials are being conducted, by an independent Safety Review Board (SRB) for such trial or by the FDA, European Medicines Agency (EMA), or other regulatory authorities. Such authoritiesmaysuspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA, EMA, or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Any inability to successfully complete preclinical and clinical development could result in additional costs to us or impair our ability to generate revenues from product sales, regulatory and commercialization milestones and royalties. In addition, if we make manufacturing or formulation changes to our product candidates, we may need to conduct additional studies to bridge our modified product candidates to earlier versions. 18 Clinical study delays could also shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow our competitors to bring products to market before we do, which could impair our ability to successfully commercialize our product candidates.In addition, any delays in completing our clinical trials will increase our costs, slow downourproduct candidate development and approval process and jeopardize our ability to commence product sales and generate revenues. Any of these occurrences may significantly harm our business, financial condition and prospects. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates. The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Further, preclinical and clinical data are often susceptible to various interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have, nonetheless, failed to obtain marketing approval.If the results of our clinical studies are inconclusive or if there are safety concerns or adverse events associated with our other product candidates, we may: | | be delayed in obtaining marketing approval for our product candidates, if approved at all; | | | | | obtain approval for indications or patient populations that are not as broad as intended or desired; | | | | | | | | | | obtain approval with labeling that includes significant use or distribution restrictions or safety warnings; | | | | | be required to change the way the product is administered; | | | | | | | | | | be required to perform additional clinical studies to support approval or be subject to additional post-marketing testing requirements; | | | | | | | | | | have regulatory authorities withdraw their approval of a product or impose restrictions on its distribution in the form of a modified risk evaluation and mitigation strategy; | | | | | | | | | | be sued; or | | | | | | | | | | experience damage to our reputation. | | Additionally, our product candidates could potentially cause other adverse events that have not yet been predicted. The inclusion of ill patients in our clinical studies may result in deaths or other adverse medical events due to other therapies or medications that such patients may be using. As described above, any of these events could prevent us from achieving or maintaining market acceptance of our product candidates and impair our ability to commercialize our products. **If our future pre-clinical development and future clinical Phase I/II studies are unsuccessful, we may be unable to obtain regulatory approval of, or commercialize, our product candidates on a timely basis or at all.** The successful completion of pre-clinical development and multiple clinical trials is critical to the success of our future products. If the pre-clinical development and clinical trials are unsuccessful or produce inconsistent results or unanticipated adverse side effects, or if we are unable to collect reliable data, regulatory approval of our products could be delayed or not given and as a result we may be unable to commercialize our products. Generally, we expect to engage third parties such as consultants, universities or other collaboration partners to conduct clinical trials on our behalf. Incompatible practices or misapplication of our products by these third parties could impair the success of our clinical trials. 19 **Even if we receive regulatory approval for any of our product candidates, we may not be able to successfully commercialize the product and the revenue that we generate from their sales, if any, may be limited.** If approved for marketing, the commercial success of our product candidates will depend upon each products acceptance by the medical community, including physicians, patients and health care payors. The degree of market acceptance for any of our product candidates will depend on a number of factors, including: | | | demonstration of clinical safety and efficacy; | | | | | | | | | | relative convenience, dosing burden and ease of administration; | | | | | | | | | | the prevalence and severity of any adverse effects; | | | | | | | | | | the willingness of physicians to prescribe our product candidates, and the target patient population to try new therapies; | | | | | efficacy of our product candidates compared to competing products; | | | | | | | | | | the introduction of any new products that may in the future become available targeting indications for which our product candidates may be approved; | | | | | | | | | | new procedures or therapies that may reduce the incidences of any of the indications in which our product candidates may show utility; | | | | | pricing and cost-effectiveness; | | | | | | | | | | the inclusion or omission of our product candidates in applicable therapeutic and vaccine guidelines; | | | | | | | | | | the effectiveness of our own or any future collaborators sales and marketing strategies; | | | | | limitations or warnings contained in approved labeling from regulatory authorities; | | | | | | | | | | our ability to obtain and maintain sufficient third-party coverage or reimbursement from government health care programs, including Medicare and Medicaid, private health insurers and other third-party payors or to receive the necessary pricing approvals from government bodies regulating the pricing and usage of therapeutics; and | | | | | | | | | | the willingness of patients to pay out-of-pocket in the absence of third-party coverage or reimbursement or government pricing approvals. | | If any of our product candidates are approved, but do not achieve an adequate level of acceptance by physicians, health care payors, and patients, we may not generate sufficient revenues and we may not be able to achieve or sustain profitability. Our efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources and may never be successful. 20 In addition, even if we obtain regulatory approvals, the timing or scope of any approvals may prohibit or reduce our ability to commercialize our product candidates successfully. For example, if the approval process takes too long, we may miss market opportunities and give other companies the ability to develop competing products or establish market dominance. Any regulatory approval we ultimately obtain may be limited or subject to restrictions or post-approval commitments that render our product candidates not commercially viable. For example, regulatory authorities may approve any of our product candidates for fewer or more limited indications than we request, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve any of our product candidates with a label that does not include the labeling claims necessary or desirable for the successful commercialization for that indication. Further, the FDA or comparable foreign regulatory authorities may place conditions on approvals or require risk management plans or a Risk Evaluation and Mitigation Strategy (REMS) to assure the safe use of the drug. If the FDA or applicable foreign regulatory agency concludes a REMS is needed, the sponsor of the BLA must submit a proposed REMS; the regulatory agencies will not approve the BLA without an approved REMS, if required. A REMS could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The regulatory agencies may also require a REMS for an approved product when new safety information emerges. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of our product candidates. Moreover, product approvals may be withdrawn for non-compliance with regulatory standards or if problems occur following the initial marketing of the product. Any of the foregoing scenarios could materially harm the commercial success of our product candidates. **Adverse events involving our products may lead the FDA or applicable foreign regulatory agency to delay or deny clearance for our products or result in product recalls that could harm our reputation, business and financial results.** Once a product receives regulatory clearance or approval, the agency has the authority to require the recall of commercialized products in the event of adverse side effects, material deficiencies or defects in design or manufacture. The authority to require a recall must be based on a regulatory finding that there is a reasonable probability that the product would cause serious injury or death. Manufacturers may, under their own initiative, recall a product if any material deficiency in a product is found. A government-mandated or voluntary recall by us or one of our distributors could occur as a result of adverse side effects, impurities or other product contamination, manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effect on our financial condition and results of operations. The regulatory agencies require that certain classifications of recalls be reported to them within ten (10) working days after the recall is initiated. Companies are required to maintain certain records of recalls, even if they are not reportable to the regulatory agency. We may initiate voluntary recalls involving our products in the future that we determine do not require notification of the regulatory agencies. If the regulatory agency disagrees with our determinations, they could require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect our sales. In addition, the regulatory agency could take enforcement action for failing to report the recalls when they were conducted. **The in-licensing of technologies and the successful testing and early development of technologies in the laboratory may not be indicative of future results and may not result in commercially viable technologies or products. Further, our future products may have to be modified from their originally conceived versions in order to reach or be successful in the market.** Positive results from laboratory testing and early developmental successes, may not be predictive of future successful development, commercialization and sales results and should not be relied upon as evidence that products developed from our technologies will become commercially viable and successful. Further, the products we plan to develop in the future may have to be significantly modified from their originally conceived versions in order for us to control costs, compete with similar products, receive market acceptance, meet specific development and commercialization timeframes, avoid potential infringement of the proprietary rights of others, or otherwise succeed in developing our business and earning ongoing revenues. This can be a costly and resource draining activity. What appear to be promising technologies when we license them may not lead to viable technologies or products, or to commercial success. 21 **Complying with numerous regulations pertaining to our business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.** We are subject to the Clinical Laboratory Improvement Amendment of 1988, or CLIA, which is a federal law regulating clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. Our clinical laboratory is located in Richmond, Virginia and must be certified under CLIA in order for us to perform testing on human specimens. CLIA is intended to ensure the quality and reliability of clinical laboratories in the United States by mandating specific standards in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. We currently hold a CLIA certificate to perform high-complexity testing. Laboratories performing high complexity testing are required to meet more stringent requirements than laboratories performing less complex tests. CLIA regulations require clinical laboratories like ours to comply with various operational, personnel, facilities administration, quality, and proficiency testing requirements intended to ensure that testing services are accurate, reliable and timely. CLIA certification is a prerequisite for reimbursement eligibility for services provided to state and federal health care program beneficiaries. CLIA is user-fee funded. Therefore, all costs of administering the program must be covered by the regulated facilities, including certification and survey costs. To renew this certificate, we are subject to survey and inspection every two years. Moreover, CLIA inspectors may make periodic inspections of our clinical laboratory outside of the renewal process. The failure to comply with CLIA requirements can result in enforcement actions, including the revocation, suspension, or limitation of our CLIA certificate of compliance, as well as a directed plan of correction, state on-site monitoring, civil money penalties, civil injunctive suit and/or criminal penalties. We must maintain CLIA compliance and certification to be eligible to bill for assays provided to Medicare beneficiaries. If we were to be found out of compliance with CLIA program requirements and subjected to sanctions, our business and reputation could be harmed. Even if it were possible for us to bring our laboratory back into compliance, we could incur significant expenses and potentially lose revenue in doing so. Additionally, certain states require laboratory licenses in order to test specimens from patients in those states or received from ordering physicians in those states. We may also be subject to regulation in foreign jurisdictions if we seek to expand international distribution of our assays outside the United States. If we were to lose our CLIA certification or state laboratory licenses, whether as a result of a revocation, suspension or limitation, we would no longer be able to offer our assays (including our AditxtScore platform), which would limit our revenues and harm our business. If we were to lose, or fail to obtain, a license in any other state where we are required to hold a license, we would not be able to test specimens from those states. **Risks Related to the Company and our Business** **Certain technologies are subject to licenses from LLU and Stanford, each of which are revocable in certain circumstances, including in the event we do not achieve certain payments and milestone deadlines. Without these licenses, we may not be able to continue to develop our product candidates.** The LLU License Agreement may be terminated by LLU in the event of a breach by us of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events (each, a Milestone Deadline)) not cured within 90 days after delivery of written notice by LLU. Additional Milestone Deadlines include: (i) the requirement to have regulatory approval of an IND application to initiate first-in-human clinical trials on or before March 31, 2023 (which has been extended to March 31, 2024 with a payment of a $100,000 extension fee), (ii) the completion of first-in-human (phase I/II) clinical trials by March 31, 2024, (iii) the completion of Phase III clinical trials by March 31, 2026 and (iv) biologic licensing approval (BLA) by the FDA by March 31, 2027. If the LLU License Agreement were to be terminated by LLU, we would lose our most significant asset and may no longer be able to develop our product candidates, which would have a material adverse effect on our operations. The February 2020 License Agreement with Stanford may be terminated by Stanford if we (i) are delinquent on any report or payments; (ii) are not diligently developing and commercializing Licensed Product (as defined in the February 2020 License Agreement); (iii) miss a milestone described in the agreement; (iv) are in breach of any other provision of the agreement; or (v) if we provide a false report to Stanford. The Termination discussed above will take effect only upon 30 days written notice by Stanford unless we remedy the breach within a 30-day cure period. If the February 2020 License Agreement were to be terminated by Stanford, we would lose a significant asset and may no longer be able to develop our product candidates, which would have a material adverse effect on our operations. The Company is current with its obligations and has submitted a year end report as well as provided additional milestone plans for research and development as well as commercialization. 22 **Our results of operations will be affected by the level of royalty and milestone payments that we are required to pay to third parties.** The LLU License Agreement and February 2020 License Agreement with Stanford each require us to remit royalty payments and meet certain performance milestones related to in-licensed intellectual property. Any failure on our part to pay royalties owed or meet milestones could lead to us losing rights under our licenses and could thereby adversely affect our business. As our product sales increase, we may, from time-to-time, disagree with our third-party collaborators as to the appropriate royalties owed and the resolution of such disputes may be costly and may consume managements time. Furthermore, we may enter into additional license agreements in the future, which may also include royalty payments. **We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do.** The development and commercialization of drugs is highly competitive. We compete with a variety of multinational pharmaceutical companies and specialized biotechnology companies, as well as products and processes being developed at universities and other research institutions. Our competitors have developed, are developing or will develop product candidates and processes competitive with our product candidates. Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments that may enter the market. We believe that a significant number of products are currently available, under development, and may become commercially available in the future, for the treatment of indications for which we may try to develop product candidates. More established companies may have a competitive advantage over us due to their greater size, cash flows and institutional experience. Compared to us, many of our competitors may have significantly greater financial, technical and human resources. As a result of these factors, our competitors may have an advantage in marketing their approved products and may obtain regulatory approval of their product candidates before we are able to, which may limit our ability to develop or commercialize our product candidates. Our competitors may also develop drugs that are safer, more effective, more widely used and less expensive than ours, and may also be more successful than us in manufacturing and marketing their products. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These companies compete with us in recruiting and retaining qualified scientific, management and commercial personnel, establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs. **Our technologies and products under development, and our business, may fail if we are not able to successfully commercialize them and ultimately generate significant revenues as a result.** Successful development of technologies and our product candidates will require significant additional investment, including costs associated with additional development, completing trials and obtaining regulatory approval, as well as the ability to manufacture or have others manufacture our products in sufficient quantities at acceptable costs while also preserving product quality. Difficulties often encountered in scaling up production include problems involving production yields, quality control and assurance, shortage of qualified personnel, production costs and process controls. In addition, we are subject to inherent risks associated with new technologies and products. These risks include the possibility that any of our technologies or future products may: | | | be found unsafe; | | | | | be ineffective or less effective than anticipated; | | | | | fail to receive necessary regulatory approvals; | | | | | be difficult to competitively price relative to alternative solutions; | | | | | be harmful to consumers or the environment; | | | | | be difficult to manufacture on an economically viable scale; | | | | | be subject to supply chain constraints for raw materials; | | 23 | | | fail to be developed and accepted by the market prior to the successful marketing of alternative products by competitors; | | | | | be difficult to market because of infringement on the proprietary rights of third parties; or | | | | | be too expensive for commercial use. | | Furthermore, we may be faced with lengthy market partner or distributor evaluation and approval processes. Consequently, we may incur substantial expenses and devote significant management effort in order to customize products for market partner or distributor acceptance, though there can be no assurance of such acceptance. As a result, we cannot accurately predict the volume or timing of any future sales. **Customers may not adopt our products quickly, or at all.** Customers in the sector in which we operate can be generally cautious in their adoption of new products and technologies. In addition, given the relative novelty of our future planned products (including our AditxtScore platform), customers of those products may require education regarding their utility and use, which may delay their adoption. There can be no assurance that customers will adopt our products quickly, or at all. **The significant level of competition in the markets for our products developed in the future may result in pricing pressure, reduced margins or the inability of our future products to achieve market acceptance.** The markets for our future products are intensely competitive and rapidly changing. We may be unable to compete successfully, which may result in price reductions, reduced margins and the inability to achieve market acceptance for our products. Our competitors may have longer operating histories, significantly greater resources, greater brand recognition and large customer bases than we do. As a result, they may be able to devote greater resources to the manufacture, promotion or sale of their products, receive greater resources and support from market partners and independent distributors, initiate or withstand substantial price competition or more readily take advantage of acquisition or other opportunities. **We rely on third parties for the distribution of our current and future products, including our AditxtScore platform.If these parties do not distribute our products in a satisfactory or timely manner, in sufficient quantities or at an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.** We rely on third parties for the distribution of our current and future products, including our AditxtScore platform. Our reliance on third parties to distribute products may present significant risks to us, including the risk that should any of these third parties fail to adequately distribute our products and services to end consumers and other market participants, our business may be materially harmed. Additionally, if we need to enter into agreements for the distribution of our future products with other third parties, there can be no assurance we will be able to do so on favorable terms, if at all. **We may rely on third parties for the production of our future products.If these parties do not produce our products at a satisfactory quality, in a timely manner, in sufficient quantities or at an acceptable cost, our sales and development efforts could be delayed or otherwise negatively affected.** We may rely on third parties for the manufacture of our future products. Our reliance on third parties to manufacture our future products may present significant risks to us, including the following: | | | reduced control over delivery schedules, yields and product reliability; | | | | | price increases; | | | | | manufacturing deviations from internal and regulatory specifications; | | | | | the failure of a key manufacturer to perform as we require for technical, market or other reasons; | | 24 | | | difficulties in establishing additional manufacturer relationships if we are presented with the need to transfer our manufacturing process technologies to them; | | | | | misappropriation of our intellectual property; and | | | | | other risks in potentially meeting our product development schedule or satisfying the requirements of our market partners, distributors, direct customers and end users. | | If we need to enter into agreements for the manufacturing of our future products, there can be no assurance we will be able to do so on favorable terms, if at all. **If we are unable to establish successful relations with third-party market partners or distributors, or these market partners or distributors do not focus adequate resources on selling our products or are otherwise unsuccessful in selling them, sales of our products may not develop.** We anticipate relying on independent market partners and distributors to distribute and assist us with the marketing and sale of our products. Our future revenue generation and growth will depend in large part on our success in establishing and maintaining this sales and distribution channel. If our market partners and distributors are unable to sell our products, or receive negative feedback from end users, they may not continue to purchase or market our products. In addition, there can be no assurance that our market partners and distributors will focus adequate resources on selling our products to end users or will be successful in selling them. Many of our potential market partners and distributors are in the business of distributing and sometimes manufacturing other, possibly competing, products.As a result, these market partners and distributors may perceive our products as a threat to various product lines currently being distributed or manufactured by them. In addition, these market partners and distributors may earn higher margins by selling competing products or combinations of competing products. If we are unable to establish successful relationships with independent market partners and distributors, we will need to further develop our own sales and distribution capabilities, which would be expensive and time-consuming and might not be successful. **If we are not able to attract and retain highly skilled employees and contractors, we may not be able to implement our business model successfully.** We will rely upon employees and third-party consultant/contractors to effectively establish, manage and grow our business. Consequently, we believe that our future viability will depend largely on our ability to attract and retain highly skilled personnel.In order to do so, we may need to pay higher compensation, fees, and/or other incentives to our employees or consultants than we currently expect, and such higher compensation payments would have a negative effect on our operating results. Competition for experienced, high-quality employees, consultants and contractors is intense and we cannot assure that we will be able to recruit and retain such personnel. We may not be able to hire or retain the necessary personnel to implement our business strategy. Our failure to hire and retain such personnel could impair our ability to develop new products and manage our business effectively. **The loss of our management team or other key personnel would have an adverse impact on our future development and impair our ability to succeed.** In the early stages of development, our business will be significantly dependent on the Companys management team and other key personnel. Our success will be particularly dependent upon our Chief Executive Officer, Mr. Amro Albanna and our Chief Innovation Officer, Dr. Shahrokh Shabahang. The loss of any one of these individuals or any other future key personnel could have a material adverse effect on the Company and our ability to further execute our intended business. 25 **The commercial success of our in-development and future diagnostic tests and services depends upon attaining significant market acceptance among payers, providers, clinics, patients, and biopharmaceutical companies.** Our commercial success depends, in part, on the acceptance of our diagnostic tests and services as being safe and relatively simple for medical personnel to learn and use, clinically flexible, operationally versatile and, with respect to providers and payers, cost effective. We cannot predict how quickly, if at all, payers, providers, clinics and patients will accept future diagnostic tests and services or, if accepted, how frequently they will be used. These constituents must believe that our diagnostic tests offer benefits over other available alternatives. The degree of market acceptance of our in development and future diagnostic tests and services depends on a number of factors, including: | | | whether there is adequate utilization of our tests by clinicians, biopharmaceutical companies and other target groups based on the potential and perceived advantages of our diagnostic tests over those of our competitors; | | | | | the convenience and ease of use of our diagnostic tests relative to those currently on the market; | | | | | the effectiveness of our sales and marketing efforts; | | | | | the ability of our distribution partners to meet sales forecasts; | | | | | our ability to provide incremental data that show the clinical benefits and cost effectiveness, and operational benefits, of our diagnostic tests; | | | | | the coverage and reimbursement acceptance of our products and services; | | | | | pricing pressure, including from group purchasing organizations (GPOs), seeking to obtain discounts on our diagnostic tests based on the collective bargaining power of the GPO members; | | | | | negative publicity regarding our or our competitors diagnostic tests resulting from defects or errors; | | | | | the accuracy of our tests relative to those of our competitors; | | | | | ability to obtain any requisite premarket authorization from FDA prior to commercializing our tests; | | | | | product labeling or product insert requirements by the FDA or other regulatory authorities; and | | | | | limitations or warnings contained in the labeling cleared or approved by the FDA or other authorities. | | **The use of our products may be limited by regulations, and we may be exposed to product liability and remediation claims.** The use of our planned products may be regulated by various local, state, federal and foreign regulators.Even if we are able to comply with all such regulations and obtain all necessary registrations, we cannot provide assurance that our future products will not cause injury to the environment, people, or animals and/or otherwise have unintended adverse consequences, under all circumstances. For example, our products may be improperly combined with other chemicals or, even when properly combined, our products may be blamed for damage caused by those other chemicals. The costs of remediation or products liability could materially adversely affect our results, financial condition and operations. 26 **We may be held liable for, or incur costs to settle, liability and remediation claims if any products we develop, or any products that use or incorporate any of our technologies, cause injury or are found unsuitable during product testing, manufacturing, marketing, sale or use. These risks exist even with respect to products that have received, or may in the future receive, regulatory approval, registration or clearance for commercial use. We cannot guarantee that we will be able to avoid product liability exposure.** At the stage customary to do so, we expect to maintain product liability insurance at levels we believe are sufficient and consistent with industry standards for like companies and products. However, we cannot guarantee that our product liability insurance will be sufficient to help us avoid product liability-related losses. In the future, it is possible that meaningful insurance coverage may not be available on commercially reasonable terms or at all. In addition, a product liability claim could result in liability to us greater than our assets or insurance coverage. Moreover, even if we have adequate insurance coverage, product liability claims or recalls could result in negative publicity or force us to devote significant time and attention to these matters, which could harm our business. **Our ability to offer new products and continue the development of our existing products, depends upon us maintaining strong relationships with health care professionals.** If we fail to maintain our working relationships with health care professionals, many of our products may not be developed and offered in line with the needs and expectations of the professionals who use and support our products, which could cause a decline in our earnings and profitability. The research, development, marketing, and sales of our products is expected to be dependent upon our maintaining working relationships with such health care professionals, and the use of our products is expected to often require the participation of health care professionals. In addition, health care professionals are the primary customer groups we expect to market and sell our products directly to, further highlighting the importance of our relationship with such health care professionals. If we are unable to maintain our relationships with these professionals, we may lose our primary customer base, our products may not be utilized correctly or to their full potential, and our ability to develop, manufacture, and market future products may be significantly stunted. **** **We operate in a highly competitive industries and we may be unable to compete effectively.** We expect to compete domestically and internationally in the neurology, diagnostic imaging and MedTech markets and the motion control market. These markets are characterized by rapid change resulting from technological advances and scientific discoveries. In the product lines and offered services in which we plan to compete, we face a mixture of competitors ranging from large manufacturers with multiple business lines to small manufacturers that offer a limited selection of niche products. Development by other companies of new or improved products, processes, technologies, or the introduction of reprocessed products or generic versions when our proprietary products lose their patent protection may make our existing products or proposed products less competitive. Competitive factors include product reliability, product performance, product technology, product quality, breadth of product lines, product services, customer support, price, and reimbursement approval from health care insurance providers. We also face competition for marketing, distribution, and collaborative development agreements, for establishing relationships health care professionals, medical associations, and academic and research institutions, and for licenses to intellectual property. In addition, academic institutions, governmental agencies and other public and private research organizations also may conduct research, seek patient protection and establish collaborative arrangements for discovery, research, clinical development and marketing of products similar to ours. These companies, professionals, and institutions compete with us in recruiting and retaining qualified scientific and management personnel, as well as in acquiring necessary product technologies. **There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our Company.** We do not expect that internal control over financial accounting and disclosure, even if timely and well established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely affect our business. 27 **Risks Related to Our Acquisition Strategy** **** **Our acquisition strategy exposes us to substantial risk.** Our acquisition of companies is subject to substantial risk, including but not limited to the failure to identify material problems during due diligence (for which we may not be indemnified post-closing), the risk of over-paying for assets (or not making acquisitions on an accretive basis), the ability to obtain or retain customers and the risks of entering markets where we have limited experience. While we perform due diligence on prospective acquisitions, we may not be able to discover all potential operational deficiencies in such entities. **** Our acquisition targets may not perform as expected or the returns from such businesses may not support the financing utilized to acquire them or maintain them. Furthermore, integration and consolidation of acquired businesses requires substantial human, financial and other resources and may divert managements attention from our existing business concerns, disrupt our ongoing business or not be successfully integrated. Even if we consummate businesses that we believe will be accretive, those businesses may in fact result in a decrease in revenues as a result of incorrect assumptions in our evaluation of such businesses, unforeseen consequences, or other external events beyond our control. Furthermore, if we consummate any future acquisitions, our capitalization and results of operations may change significantly, and stockholders will generally not have the opportunity to evaluate the economic, financial, and other relevant information that we will consider in determining the application of these funds and other resources. As a result, the consummation of acquisitions may have a material adverse effect on our business, financial condition, results of operations and cash flows. **** **We may experience difficulty as we evaluate, acquire and integrate businesses that we may acquire, which could result in drains on our resources, including the attention of our management, and disruptions of our on-going business.** From time to time we have acquired and may continue to acquire small to mid-sized businesses in various industry segments. Generally, because such businesses may be privately held, we may experience difficulty in evaluating potential target businesses as much of the information concerning these businesses is not publicly available. Therefore, our estimates and assumptions used to evaluate the operations, management and market risks with respect to potential target businesses may be subject to various risks and uncertainties. Further, the time and costs associated with identifying and evaluating potential target businesses may cause a substantial drain on our resources and may divert our management teams attention away from the operations of our businesses for significant periods of time. In addition, we may have difficulty effectively integrating and managing acquisitions. The management or improvement of businesses we acquire may be hindered by a number of factors, including limitations in the standards, controls, procedures and policies implemented in connection with such acquisitions. Further, the management of an acquired business may involve a substantial reorganization of the business operations resulting in the loss of employees and customers or the disruption of our ongoing businesses. We may experience greater than expected costs or difficulties relating to an acquisition, in which case, we might not achieve the anticipated returns from any particular acquisition. **** **We may not be able to effectively integrate the businesses that we acquire.** Our ability to realize the anticipated benefits of acquisitions will depend on our ability to integrate those businesses with our own. The combination of multiple independent businesses is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than presently contemplated. Integration of future acquisitions may include various risks and uncertainties, including the factors discussed in the paragraph below. If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our stock price, business, cash flows, results of operations and financial position. 28 We will consider acquisitions that we believe will complement, strengthen and enhance our growth. We evaluate opportunities on a preliminary basis from time to time, but these transactions may not advance beyond the preliminary stages or be completed. Such acquisitions are subject to various risks and uncertainties, including: | | | the inability to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which are in diverse geographic regions) and achieve expected synergies; | | | | | the potential disruption of existing business and diversion of managements attention from day-to-day operations; | | | | | the inability to maintain uniform standards, controls, procedures and policies; | | **** | | | the need or obligation to divest portions of the acquired companies; | | | | | the potential failure to identify material problems and liabilities during due diligence review of acquisition targets; | | | | | the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses; and | | | | | the challenges associated with operating in new geographic regions. | | **** **The integration of our acquisitions may result in significant accounting charges that adversely affect the announced results of our Company.** The financial results of our Company may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with our recent acquisitions. In addition to the anticipated cash charges, costs associated with the amortization of intangible assets are expected. The price of our common stock could decline to the extent our financial results are materially affected by the foregoing charges or if the foregoing charges are larger than anticipated. **** **Our planned acquisitions may result in unexpected consequences to our business and results of operations.** Although we believe that our planned acquisitions will generally be subject to risks similar to those to which we are subject to in our existing operations, we may not have discovered all risks applicable to these businesses during the due diligence process. Some of these risks could produce unexpected and unwanted consequences for us. Undiscovered risks may result in us incurring financial liabilities, which could be material and have a negative impact on our business operations. **** **Failure to manage our growing and changing business could have a material adverse effect on our business, prospects, financial condition, and results of operations.** As we grow, we expect to encounter additional challenges to our internal processes, capital commitment process, and acquisition funding and financing capabilities. Our existing operations, personnel, systems, and internal control may not be adequate to support our growth and expansion and may require us to make additional unanticipated investments in our infrastructure. To manage the future growth of our operations, we will be required to improve our administrative, operational, and financial systems, procedures, and controls, and maintain, expand, train, and manage our growing employee base. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies successfully or respond to competitive pressures. As a result, our business, prospects, financial condition, and results of operations could be materially and adversely affected. **** 29 **** **We face competition for businesses that fit our acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively, forego certain acquisition opportunities.** Our acquisition strategy is focused on the acquisition of small to mid-sized businesses. In pursuing such acquisitions, we expect to face strong competition from a wide range of other potential purchasers. Although the pool of potential purchasers for such businesses is typically smaller than for larger businesses, those potential purchasers can be aggressive in their approach to acquiring such businesses. Furthermore, we expect that we will need to use third-party financing in order to fund some or all of these potential acquisitions, thereby increasing our acquisition costs. To the extent that other potential purchasers do not need to obtain third-party financing or are able to obtain such financing on more favorable terms, they may be in a position to be more aggressive with their acquisition proposals. As a result, in order to be competitive, our acquisition proposals may need to be aggressively priced, including at price levels that exceed what we originally determined to be fair or appropriate. Alternatively, we may determine that we cannot pursue on a cost-effective basis what would otherwise be an attractive acquisition opportunity. **** **We may not be able to successfully fund acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede the implementation of our acquisition strategy.** We intend to finance acquisitions primarily through additional debt and equity financings. Because the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities. The sale of additional shares of any class of equity will be subject to market conditions and investor demand for such shares at prices that may not be in the best interest of our stockholders. The sale of additional equity securities could also result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. These risks may materially adversely affect our ability to pursue our acquisition strategy. **** **We may change our management and acquisition strategies without the consent of our stockholders, which may result in a determination by us to pursue riskier business activities.** We may change our strategy at any time without the consent of our stockholders, which may result in our acquiring businesses or assets that are different from, and possibly riskier than, the strategy described in this prospectus. A change in our strategy may increase our exposure to interest rate and currency fluctuations, subject us to regulation under theInvestment Company Actor subject us to other risks and uncertainties that affect our operations and profitability. **In the future, we may seek to enter into credit facilities to help fund our acquisition capital and working capital needs. These credit facilities may expose us to additional risks associated with leverage and may inhibit our operating flexibility.** We may seek to enter into credit facilities with third-party lenders to help fund our acquisitions. Such credit facilities will likely require us to pay a commitment fee on the undrawn amount and will likely contain a number of affirmative and restrictive covenants. If we violate any such covenants, our lenders could accelerate the maturity of any debt outstanding. Such debt may be secured by our assets, including the stock we may own in businesses that we acquire. Our ability to meet our debt service obligations may be affected by events beyond our control and will depend primarily upon cash produced by businesses that we currently manage and may acquire in the future and distributed or paid to us. Any failure to comply with the terms of our indebtedness may have a material adverse effect on our financial condition. In addition, we expect that such credit facilities will bear interest at floating rates which will generally change as interest rates change. We will bear the risk that the rates that we are charged by our lenders will increase faster than we can grow the cash flow from our businesses or businesses that we may acquire in the future, which could reduce profitability, materially adversely affect our ability to service our debt, cause us to breach covenants contained in our third-party credit facilities and reduce cash flow available for distribution. **** 30 **** **If, in the future, if we cease to control and operate our businesses or other businesses that we acquire in the future or engage in certain other activities, we may be deemed to be an investment company under theInvestment Company Act.** We have the ability to make investments in businesses that we will not operate or control. If we make significant investments in businesses that we do not operate or control, or that we cease to operate or control, or if we commence certain investment-related activities, we may be deemed to be an investment company under theInvestment Company Act. Our decision to sell a business will be based upon financial, operating and other considerations rather than a plan to complete a sale of a business within any specific time frame. If we were deemed to be an investment company, we would either have to register as an investment company under theInvestment Company Act, obtain exemptive relief from the Securities and Exchange Commission, or the SEC, or modify our investments or organizational structure or our contract rights to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially adversely affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming. **** **If intangible assets and goodwill that we recorded in connection with our acquisitions become impaired, we may have to take significant charges against earnings.** In connection with the accounting for our completed acquisitions, we may be required to record a significant amount of intangible assets, including developed technology, in-process research and development, and customer relationships relating to the acquired product lines, and goodwill. Under generally accepted accounting principles in the United States, we must assess, at least annually and potentially more frequently, whether the value of indefinite-lived intangible assets and goodwill have been impaired. Intangible assets and goodwill are assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of intangible assets and goodwill will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders equity in future periods. **Risks Relating to Our Intellectual Property Rights** **The failure to obtain or maintain patents, licensing agreements and other intellectual property could materially impact our ability to compete effectively.** In order for our business to be viable and to compete effectively, we need to develop and maintain, and we will heavily rely on, a proprietary position with respect to our technologies and intellectual property. However, there are significant risks associated with our actual or proposed intellectual property. The risks and uncertainties that we face with respect to our rights principally include the following: | | pending patent applications we have filed or will file may not result in issued patents or may take longer than we expect to result in issued patents; | | | | we may be subject to interference proceedings; | | | | we may be subject to reexamination proceedings; | | | | | we may be subject to post grant review proceedings; | | | | | we may be subject tointer partesreview proceedings; | | | | | we may be subject to derivation proceedings; | | | | | we may be subject to opposition proceedings in the U.S. or in foreign countries; | | | | | any patents that are issued to us may not provide meaningful protection; | | | | | we may not be able to develop additional proprietary technologies that are patentable; | | | | | other companies may challenge patents licensed or issued to us; | | | | | other companies may have independently developed and patented (or may in the future independently develop and patent) similar or alternative technologies, or duplicate our technologies; | | 31 | | | other companies may design around technologies we have licensed or developed; | | | | | enforcement of patents is complex, uncertain and very expensive and we may not be able to secure,enforce and defend our patents; and | | | | | in the event that we were to ever seek to enforce our patents in ligation, there is some risk that they could be deemed invalid, not infringed, or unenforceable. | | We cannot be certain that any patents will be issued as a result of any pending or future applications, or that any patents, once issued, will provide us with adequate protection from competing products. For example, issued patents may be circumvented or challenged, declared invalid or unenforceable, or narrowed in scope. In addition, since publication of discoveries in scientific or patent literature often lags behind actual discoveries, we cannot be certain that we or our licensors were the first to invent or to file patent applications covering them. It is also possible that others may have or may obtain issued patents that could prevent us from commercializing our products or require us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business. There is no guarantee that such licenses will be available based on commercially reasonable terms. As to those patents that we have licensed, our rights depend on maintaining our obligations to the licensor under the applicable license agreement, and we may be unable to do so. **If we are unable to obtain and maintain patent protection for our products, or if the scope of the patent protection obtained is not sufficiently broad, competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products could be impaired.** The patent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions. It is also possible that we will fail to identify patentable aspects of our development output before it is too late to obtain patent protection. The patent position of life science companies generally is highly uncertain, involves complex legal and factual questions and has in past years been the subject of much litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States, and we may fail to seek or obtain patent protection in all major markets. For example, unlike the U.S., European patent law restricts the patentability of methods of treatment of the human body. Our pending and future patent applications may not result in patents being issued which protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents or narrow the scope of our patent protection, even post-grant. Recent patent reform legislation has increased the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These include provisions that affect the way patent applications are prosecuted and may also affect patent litigation. The U.S. Patent and Trademark Office, or USPTO, recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective on March 16, 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business and financial condition. Moreover, we may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, reexamination,*inter partes*review, post-grant review or interference proceedings challenging our patent rights (whether licensed or otherwise held) or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights (whether licensed or otherwise held), allow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. In addition, if the breadth or strength of protection provided by our patents and patent applications (whether licensed or otherwise held) is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates. 32 Even if our patent applications (whether licensed or otherwise held) result in the issuance of patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner. The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our licensed or owned patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical products, or limit the duration of the patent protection of our products. Given the amount of time required for the development, testing and regulatory review of new life science product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our intellectual property rights portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. **We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time-consuming and ultimately unsuccessful.** Competitors may infringe our intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property or that our intellectual property is invalid or unenforceable. In addition, in a patent infringement proceeding, a court may decide that a licensed or owned patent of ours is invalid or unenforceable, in whole or in part, construe the patents claims narrowly or refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover that technology. Moreover, lawsuits to protect or enforce our intellectual property rights could be expensive, time-consuming and ultimately unsuccessful. **Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.** Our commercial success depends upon our ability to develop, manufacture, market and sell our product candidates without infringing the proprietary rights of third parties. There is considerable intellectual property litigation in the life sciences industry. We cannot guarantee that our product candidates will not infringe third-party patents or other proprietary rights. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our products and technology, including*inter partes*review, interference, or derivation proceedings before the USPTO and similar bodies in other countries. Third parties may assert infringement claims against us based on existing intellectual property rights and intellectual property rights that may be granted in the future. If we are found to infringe a third partys intellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing our products. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable for monetary damages, including treble damages and attorneys fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business. Periodic maintenance fees and annuities on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, our competitors might be able to enter our markets, which could have a material adverse effect on our business. 33 **We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property.** Certain employees and contractors were previously employed at universities or other companies, including potential competitors. Although we try to ensure that our employees and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these employees or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employees former employer. Litigation may be necessary to defend against these claims, and any such litigation could have an unfavorable outcome. In addition, while it is our policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our and their assignment agreements may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property. If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and adverse results, and be a distraction to management. **Some intellectual property which we own or have licensed may have been discovered through government funded programs such as, for example, the government funded programs referenced in intellectual property licensed under the LLU License Agreement, and thus may be subject to federal regulations such as march-in rights, certain reporting requirements, and a preference for United States industry. Compliance with such regulations may limit our exclusive rights, subject us to expenditure of resources with respect to reporting requirements, and limit our ability to contract with non-U.S. manufacturers.** Some of the intellectual property rights we own or have licensed have been generated through the use of United States government funding and may therefore be subject to certain federal regulations. As a result, the United States government may have certain rights to intellectual property embodied in our current or future products and product candidates pursuant to the Bayh-Dole Act of 1980. These United States government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the United States government has the right to require us to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third party if it determines that: (i)adequate steps have not been taken to commercialize the invention; (ii)government action is necessary to meet public health or safety needs; or (iii)government action is necessary to meet requirements for public use under federal regulations (also referred to as march-in rights). The United States government also has the right to take title to these inventions if we fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. In addition, the United States government may acquire title to these inventions in any country in which a patent application is not filed within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources. In addition, the United States government requires that any products embodying the subject invention or produced through the use of the subject invention be manufactured substantially in the United States. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for United States manufacturers may limit our ability to contract with non-U.S. product manufacturers for products covered by such intellectual property. Any exercise by the government of any of the foregoing rights could harm our competitive position, business, financial condition, results of operations and prospects. **We rely on information technology, and if we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted, and our business could be negatively affected.** We rely on information technology networks and systems to process, transmit and store electronic and financial information; to coordinate our business; and to communicate within our Company and with customers, suppliers, partners and other third-parties. These information technology systems may be susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber-attacks, telecommunication failures, user errors or catastrophic events. If our information technology systems suffer severe damage, disruption or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our operations could be disrupted, and our business could be negatively affected. In addition, cyber-attacks could lead to potential unauthorized access and disclosure of confidential information, and data loss and corruption. There is no assurance that we will not experience these service interruptions or cyber-attacks in the future. 34 **Risks Relating to the Litigation and Government Regulation** **Claims, litigation, government investigations, product liability and recalls, and other proceedings may adversely affect our business, operating results, financial condition, and cash flows.** We are, from time to time, involved in various claims, litigation matters and regulatory proceedings that could have a material adverse effect on us. These matters may include personal injury and other tort claims, deceptive trade practice disputes, intellectual property disputes, product recalls, contract disputes, employment and tax matters and other proceedings and litigation, including class actions lawsuits. It is not possible to predict the outcome of pending or future litigation and any such claims, with or without merit, could be time consuming and expensive, and may require the Company to incur substantial costs and divert the resources of management. On February 3, 2026, Vertalo, Inc. filed an Original Petition against Aditxt, Inc. in the District Court of Travis County, Texas (98th Judicial District), Cause No. D-1-GN-26-000795. The complaint asserts claims for breach of contract and seeks, among other relief, alleged unpaid fees of $300,000, warrants to acquire 6,250 shares of Aditxt common stock, $26,000 of alleged travel-related costs, additional alleged damages of at least $500,000, attorneys fees, and interest. Aditxt disputes the allegations and intends to defend the matter vigorously, pursue counterclaims and pursue available claims and defenses. Based on information available to the Company at present, the Company cannot reasonably estimate a range of loss for this potential action We cannot predict the outcome of this dispute with certainty. Regardless of the outcome, these can have an adverse impact on us because of legal costs, diversion of management resources and other factors. Determining legal reserves or possible losses from claims against us involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such excess amounts could have a material effect on our business, results of operations, financial condition, and cash flows. In addition, it is possible that a resolution of any claim, including as a result of a settlement, could require us to make substantial future payments, prevent us from offering certain products or services, or require us to change our business practices each of which could have a material adverse effect on our business, operating results, financial condition, and cash flows. **We must successfully manage compliance with current and expanding laws and regulations, as well as manage new and pending legal and regulatory matters in the U.S. and abroad.** We are subject in the ordinary course of our business, in the U.S. and internationally, to many statutes, ordinances, rules and regulations that, if violated by us or the third parties we work with, could have a material adverse effect on our business, operating results, financial condition, and cash flows.These laws and regulations include but are not limited to accounting and financial reporting, advertising, anti-bribery and anti-corruption, consumer protection, data security and privacy, electronic commerce, employment, intellectual property, product liability, and trade. In addition, increasing governmental and societal attention to environmental, social and governance (ESG) matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water usage, human capital, labor and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report, each of which can be challenging given our reliance on third party suppliers. These and other rapidly changing laws, regulations, policies and related interpretations as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us, including our compliance and ethics programs, may alter the environment in which we do business and may increase the ongoing costs of compliance, which could adversely impact our business, operating results, financial condition, and cash flows. If we are unable to continue to meet these challenges and to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business, operating results, financial condition, and cash flows. Additionally, we may in the future be subject to inquiries, investigations, claims, proceedings and requests for information from governmental agencies or private parties, the adverse outcomes of which could harm our business. Failure to successfully manage these new or pending regulatory and legal matters and to resolve such matters without significant liability or damage to our reputation may materially adversely impact our operating results, financial condition, and cash flows.Furthermore, if new legal or regulatory matters result in fines or costs in excess of the amounts accrued to date, that may also materially impact our operating results and financial position. **Risks Related to Our Common Stock** **** **We do not expect to pay dividends in the foreseeable future.** We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any and all future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all. We cannot assure you of a positive return on your investment or that you will not lose the entire amount of your investment. 35 **Future sales or issuances of substantial amounts of our common stock, including, potentially, as a result of the future acquisitions or strategic transactions could result in significant dilution.** If additional shares are issued in connection with the proposed acquisition transactions or additional capital is raised through the sale of equity or convertible debt securities, the issuance of those securities could result in further dilution to our stockholders. **We may engage in future acquisitions or strategic transactions, which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management.** Obtaining financing for future acquisitions may only be possible through the issuance or sale of additional equity and/or debt securities, if possible, may not be at favorable terms and may result in additional dilution to our current stockholders. Additionally, any such transactions may require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could adversely affect our operations and financial results. For example, an acquisition or strategic transaction may entail numerous operational and financial risks, including the risks outlined above and additionally: | | | exposure to unknown liabilities; | | | | | disruption of our business and diversion of our managements time and attention in order to develop acquired products or technologies; | | | | | higher than expected acquisition and integration costs; | | | | | write-downs of assets or goodwill or impairment charges; | | | | | increased amortization expenses; | | | | | difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel; | | | | | impairment of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership; and | | | | | inability to retain key employees of any acquired businesses. | | Accordingly, although there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and any transactions that we do complete could have a material adverse effect on our business, results of operations, financial condition and prospects. | | | | | **Upon dissolution of our Company, you may not recoup all or any portion of your investment.** In the event of a liquidation, dissolution or winding-up of our Company, whether voluntary or involuntary, our assets would be used to pay all of our debts and liabilities, and only thereafter would any remaining assets be distributed to our stockholders, subject to rights of the holders of the Preferred Stock, if any, on a*pro rata*basis. There can be no assurance that we will have assets available from which to pay any amounts to our stockholders upon such a liquidation, dissolution or winding-up. In such an event, you would lose all of your investment. **Anti-takeover provisions under Delaware law could discourage, delay or prevent a change in control of our Company and could affect the trading price of our securities.** We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. 36 **We could issue blank checkpreferred stockwithout stockholder approval with the effect of diluting interests of then-current stockholders and impairing their voting rights, and provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.** Our Amended and Restated Certificate of Incorporation provides for the authorization to issue up to 3,000,000 shares of blank checkpreferred stockwith designations, rights and preferences as may be determined from time to time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company. In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control. **Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forumfor substantially all disputes between the Company and its stockholders, which could limit stockholders ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers or employees.** Our Amended and Restated Certificate of Incorporation provides that unless the Company consents in writing to the selection of an alternative forum, the State of Delaware is thesole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Companys stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of theDelaware General Corporation Law(the DGCL) or our Amended and Restated Certificate of Incorporation or the Companys Amended and Restated Bylaws, or (iv) any action asserting a claim against the Company, its directors, officers, employees or agents governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, our Amended and Restated Bylaws contain a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation are deemed to have notice of and consented to this provision. The Supreme Court of Delaware has held that this type of exclusive federal forum provision is enforceable. There may be uncertainty, however, as to whether courts of other jurisdictions would enforce such a provision, if applicable. These choice of forum provisions may limit a stockholders ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find our choice of forum provisions contained in either our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. **We no longer qualify as an emerging growth company as of January 1, 2026 and, as a result, we are no longer able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies.** As of January 1, 2026 we no longer qualify as an emerging growth company within the meaning of Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are subject to certain disclosure and compliance requirements that apply to other public companies but did not previously apply to us due to our status as an emerging growth company. 37 **We are asmaller reporting company and the reduced disclosure requirements applicable tosmaller reporting companiesmay make it more difficult to compare our performance with other public companies and make our common stock less attractive to investors.** We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by nonaffiliates exceeds $250 million as of the prior June 30 or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparisons of our consolidated financial statement with other public companies difficult or impossible. **Item 1B. Unresolved Staff Comments.** Not applicable. **Item 1C. Cybersecurity.** **** Cybersecurity is important to our operations and technological development efforts. We face a multitude of cybersecurity threats that range from attacks common to most industries, such as ransomware and denial-of-service. Our customers, suppliers, subcontractors, and business partners face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our business strategy, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we expend resources on cybersecurity. We have processes in place for assessing, identifying, and managing material risks from potential unauthorized occurrences on or through our information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include mechanisms, controls, and processes that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting the data. The data includes confidential, proprietary, and business and personal information that we collect, process, store, and transmit as part of our business, including on behalf of third parties. We consider cybersecurity risks associated with third-party vendors and service providers as part of our overall risk management processes and may assess such vendors security practices where appropriate. We maintain a cybersecurity risk management program operating under our Information Security & Risk Management Strategy (ISRM). This program is responsible for implementing and maintaining cybersecurity and data protection practices at Aditxt in close coordination with management and other teams across Aditxt. In addition to our in-house cybersecurity capabilities, we may engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks. Management evaluates cybersecurity risks and associated mitigation efforts. As of the date of this report, the Company is not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. Despite the measures we take to manage cybersecurity risk, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Company or its stakeholders. The Audit Committee oversees the Companys cybersecurity risk management, including oversight of the Companys Information Security & Risk Management Strategy (ISRM). The ISRM establishes a governance framework for cybersecurity oversight and designates an ISRM Leadership Group responsible for implementing and maintaining the Companys cybersecurity and data protection practices. Management reports to the Audit Committee regarding cybersecurity risks and significant cybersecurity incidents. 38 **Risk Management** We evaluate our security controls through internal assessments and may engage third-party services to support penetration testing, independent reviews, or consulting on best practices. We have established cybersecurity awareness training and ongoing monitoring. In the event of a cybersecurity incident, we follow established procedures to respond to and mitigate its impact, including coordination among internal personnel, use of external service providers where appropriate, and implementation of disaster recovery procedures. We may engage external firms with information technology and program management experience to assist in evaluating or managing cybersecurity risks. We have implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. We must comply with extensive regulations, including requirements imposed by the U.S. Food and Drug Administration, laws governing the protection of patient information, and SEC requirements related to cybersecurity incident disclosure. Assessing, identifying, and managing cybersecurity-related risks are factored into our overall business approach. We rely heavily on our supply chain to deliver our products and services, and a cybersecurity incident at a clinical site, subcontractor, or business partner could materially adversely impact us. We expect our subcontractors to report cybersecurity incidents to us so that we can assess the potential impact. **Governance** The Audit Committee has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any findings and recommendations, as appropriate, to the full board of directors for consideration. Management provides periodic reports to the Audit Committee regarding cybersecurity risks and trends and any material cybersecurity incidents. While we have not experienced any material cybersecurity threats or incidents in recent years, there can be no guarantee that we will not be the subject of future threats or incidents. Despite the measures we take to manage cybersecurity risk, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Risk Factors for a discussion of cybersecurity risks. **Item 2. Properties.** We lease property consisting of office and laboratory space located at 2569 Wyandotte, St., Suite 101 Mountain View, CA 94043. On March 20, 2025, the Company entered an amendment to the Mountain View lease, extending the term through March 31, 2028. As of December 31, 2025 the Company is current on our Mountain View lease. We lease property consisting of office and laboratory space located at 737 N. 5thStreet Richmond, Virginia 23219. The lease expires on August 31, 2026, subject to extension. As of December 31, 2025 the Company is in default on the lease in the amount of $159,375 due to an outstanding security deposit. **Item 3. Legal Proceedings.** From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company does not believe that the final outcome of any current legal proceedings will have a material adverse effect on the Companys financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate risk. However, no assurance can be given that the final outcome of any such proceedings will not materially impact the Companys financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from any such matters. **Item 4. Mine Safety Disclosures.** Not applicable. 39 **PART II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.** **Market Information** On June 30, 2020, our common stock began trading on the Nasdaq Capital Market under the symbol ADTX. Prior to that time, there was no public market for our common stock. **Holders** As of March 31, 2026, there were approximately 174record holders of our common stock. As of March 31, 2026, there were 6, 2, 5, 1, and 2 holder(s) of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, and Series C-1 Convertible Preferred Stock respectively. The actual number of holders of our common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. **Dividend Policy** We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems relevant. **Recent Sales of Unregistered Securities** On June 24, 2025, the Company issued a consultant 664 common stock warrants to purchase 664 shares of common stock for services rendered. **Equity Compensation Plans** The information required by Item5 of Form10-K regarding equity compensation plans is incorporated herein by reference to Item12 of PartIII of this Annual Report on Form 10-K. **Issuer Purchases of Equity Securities** We did not purchase any of our registered equity securities during the period covered by this Annual Report. **Item 6. [Reserved]** Not applicable. 40 **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.** *The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements.* **Overview and Mission** We believe the world needsand deservesa new approach to innovating that harnesses the power of large groups of stakeholders who work together to ensure that the most promising innovations make it into the hands of people who need them most. We were incorporated in the State of Delaware on September 28, 2017, and our headquarters are in Mountain View, California. The company was founded with a mission of bringing stakeholders together, to transform promising innovations into products and services that could address some of the most challenging needs. The socialization of innovation through engaging stakeholders in every aspect of it, is key to transforming more innovations, more rapidly, and more efficiently. At inception, the first innovation we took on was an immune modulation technology titled ADI/Adimune with a focus on prolonging life and enhancing life quality of patients that have undergone organ transplants. Since then, we expanded our portfolio of innovations, and we continue to evaluate a variety of promising health innovations. **ADIMUNE****, INC. - Subsidiary** Formed in January 2023, Adimune, Inc. (Adimune) is focused on leading our immune modulation therapeutic programs. Adimunes proprietary immune modulation product, Apoptotic DNA Immunotherapy (ADI), utilizes a novel approach that mimics the way our bodies naturally induce tolerance to our own tissues. It includes two DNA molecules designed to deliver signals to induce tolerance. ADI-100, the first product candidate based on the ADI platform, is designed to tolerize against an antigen known as glutamic acid decarboxylase (GAD), which is implicated in type-1 diabetes (T1D), psoriasis, and in many autoimmune diseases of the CNS and has been successfully tested in several preclinical models (e.g., skin grafting, psoriasis, and T1D). All preclinical studies for ADI-100 have been completed providing several data points supporting the potential effectiveness of ADI-100 in restoring durable tolerance as shown in prevention and treatment studies in T1D. Preclinical safety and toxicology studies have shown absence of drug toxicity, no antibody formation to the drug product, and a lack of persistence in all organs evaluated except the skin (at the injection site). Furthermore, Adimune has demonstrated in three separate preclinical studies that ADI-100 does not impair the responsiveness of the immune system to combat infection, cancer, or the tumor fighting capabilities of checkpoint inhibitors. Good Manufacturing Practices (GMP) clinical-grade drug substances have been successfully manufactured by a qualified contract manufacturer. The clinical grade drug substances are now being prepared for shipment to another contract manufacturer to be formulated into the final drug product in preparation for stability testing and use in the clinical trials pending required regulatory submissions. Lastly, one remaining drug product release assay specifically designed for ADI-100 is in the final stages of qualification to be used once the final drug product is ready. Preclinical and manufacturing data, including the clinical-grade drug substance, are essential components of the complete dossier that we intend to submit to the regulatory agencies, which evaluate the safety and quality of the final drug product to be administered in the clinical trials. Adimune has had pre-submission meetings with the regulatory agency in Germany and has completed the additional studies requested. For the clinical trials that are planned in Germany, Adimune has engaged with a Contract Research Organization (CRO) to manage the process, including site selection for clinical studies planned in psoriasis and T1D. In parallel, Adimune is working with the Mayo Clinic to prepare the IND package for FDA submission and is awaiting a pre-IND meeting expected in the second quarter of this year to review the package before full submission. In May 2023, Adimune entered into a clinical trial agreement with the Mayo Clinic to advance clinical studies targeting autoimmune diseases of the central nervous system (CNS) with the initial focus on the rare, but debilitating, autoimmune disease Stiff Person Syndrome (SPS). According to the National Organization of Rare Diseases, the exact incidence and prevalence of SPS is unknown; however, one estimate places the incidence at approximately one in one million individuals in the general population. Pending approval by the International Review Board and U.S. Food and Drug Administration, a human trial for SPS is expected to get underway in 2026 with enrollment of 10-20 patients, some of whom may also have T1D. In these studies, the primary readouts for ADI-100 will be safety and tolerability as well as clinical and immunological signals of tolerance induction. 41 **Background** The discovery of immunosuppressive (anti-rejection and monoclonal) drugs over 40 years ago has made possible treatment of autoimmune diseases and life-saving organ transplantation procedures and blocking of unwanted immune responses in autoimmune diseases. However, immune suppression leads to significant undesirable side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately and broadly suppresses immune function throughout the body. While the use of these drugs has been justifiable because they prevent or delay organ rejection, their use for treatment of autoimmune diseases and allergies may not be acceptable because of the aforementioned side effects. Furthermore, often transplanted organs ultimately fail despite the use of immune suppression, and about 40% of transplanted organs survive no more than five years. Through Aditxt, Adimune has the right to the exclusive worldwide license for commercializing ADI nucleic acid-based technology from Loma Linda University. ADI uses a novel approach that mimics the way the body naturally induces tolerance to our own tissues (therapeutically induced immune tolerance). While immune suppression requires continuous administration to prevent rejection of a transplanted organ, induction of tolerance has the potential to retrain the immune system to accept the organ for longer periods of time. ADI may allow patients to live with transplanted organs with significantly reduced immune suppression. ADI is a technology platform which we believe can be engineered to address a wide variety of indications. **Advantages** ADI is a nucleic acid-based technology (*e.g.*, DNA-based), which we believe selectively suppresses only those immune cells involved in attacking (in autoimmune diseases) or rejecting self (in transplanted tissues and organs). It does so by tapping into the bodys natural process of cell turnover (i.e., apoptosis) to retrain the immune system to stop unwanted attacks on self or transplanted tissues. Apoptosis is a natural process used by the body to clear dying cells and to allow recognition and tolerance to self-tissues. ADI triggers this process by enabling the cells of the immune system to recognize the targeted tissues as self. Conceptually, it is designed to retrain the immune system to accept the tissues, similar to how natural apoptosis reminds our immune system to be tolerant to our own self tissues. While various groups have promoted tolerance through cell therapies and*ex vivo*manipulation of patient cells (i.e., takes place outside the body), to our knowledge, we will be unique in our approach of using in-body induction of apoptosis to promote tolerance to specific tissues.In addition, ADI treatment itself will not require additional hospitalization but only an injection of minute amounts of the therapeutic drug into the skin. ** Moreover, preclinical studies have demonstrated that ADI treatment significantly and substantially prolongs graft survival, in addition to successfully reversing other established immune-mediated inflammatory processes. **License Agreement with Loma Linda University (LLU)** On March 15, 2018, we entered into a License Agreement with LLU, which was subsequently amended on July 1, 2020. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the LLU Patent and Technology Rights) and related to therapy for immune-mediated inflammatory diseases (the ADI technology). In consideration for the LLU License Agreement, we issued 1 shares of common stock to LLU. **PEARSANTA, INC. Subsidiary** The best approach to addressing cancer may be its early detection. Pearsanta is pioneering the development of molecular tests based on the mitochondrial DNA to develop tests for early detection of cancer. Though further technical development and clinical validation is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional characteristics of mitochondrial DNA (mtDNA), and more specifically mutated mtDNA, make mtDNA a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment, and therapeutic targeting. 42 Pearsanta acquired the assets of MDNA Life Sciences Inc. on January 4, 2024. Through the acquisition of these assets, and in particular the Mitomic Technology platform, patents, and intellectual property, our management believes that Pearsanta is well positioned for research and discovery of mtDNA based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mtDNA based biomarkers for a wide spectrum of human diseases. Pearsanta is continuing to leverage this technology to discover mtDNA-based biomarkers. Though Pearsanta has no commercially available FDA or foreign regulator approved products, Pearsanta has two product candidates in development and hopes to enter the cancer screening market with these two product candidates, and if proven successful continue to discover mtDNA-based biomarkers and develop a pipeline of disease screening and diagnostics tests. The current in-development products include a potential product for prostate cancer diagnosis and a potential product for the detection of endometriosis. Pearsanta has also discovered mtDNA-based biomarkers, which it believes are associated with ovarian cancer and lung cancer; and Pearsanta intends to pursue the biomarker identification phase of development for pancreatic, liver, breast, stomach, esophageal, and colorectal cancers. **Licensed Technologies AditxtScoreTM** **** We issued Pearsanta an exclusive worldwide sub-license (the Exclusive Worldwide Sublicense Agreement) for commercializing the AditxtScore technology which provides a personalized comprehensive profile of the immune system. AditxtScore is intended to detect individual immune responses to viruses, bacteria, peptides, drugs, supplements, bone marrow and solid organ transplants, and cancer. It has broad applicability to many other agents of clinical interest impacting the immune system, including those not yet identified such as emerging infectious agents. On September 23, 2025, the Company and Pearsanta entered in a Mutual Termination Agreement (the Exclusive Worldwide Sublicense Termination Agreement) to terminate the Exclusive Worldwide Sublicense Agreement. As provided in the Exclusive Worldwide Sublicense Termination Agreement, the Exclusive Worldwide Sublicense Agreement has been terminated in its entirety and all rights and obligations of the parties under the Exclusive Worldwide Sublicense Agreement have ceased. A non-exclusive licensing agreement has been granted by Aditxt to Pearsanta as of December 30, 2025 for the use of the technology for evaluating levels of antibodies and neutralizing antibodies to SARS-CoV-2, which are currently available in use by the CLIA/CAP facility in Richmond, VA. **Advantages** The advantages of the AditxtScore technology include the following: | | greater sensitivity/specificity. | | | | 20-fold higher dynamic range, greatly reducing signal to noise compared to conventional assays. | | | | ability to customize assays and multiplex a large number of analytes with speed and efficiency. | | | | ability to test for cellular immune responses (i.e., T and B cells and cytokines). | | | | proprietary reporting algorithm. | | **License Agreement with Leland Stanford Junior University (Stanford)** On February 3, 2020, we entered into an exclusive license agreement (the February 2020 License Agreement) with Stanford with regard to a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license to Stanfords patent with regard to use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented FlowSpot technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License Agreement). However, Stanford agreed not to grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology and securing worldwide exclusivity in all fields of use of the licensed technology. 43 AditxtScore has been designed to enable individuals and their healthcare providers to understand, manage and monitor their immune profiles and to stay informed about attacks on or by their immune system. We believe AditxtScore can also assist the medical community and individuals by being able to anticipate the immune systems potential response to viruses, bacteria, allergens, and foreign tissues such as transplanted organs. This technology may be able to serve as a warning signal, thereby allowing for more time to respond appropriately. Its advantages include the ability to provide simple, rapid, accurate, high throughput assays that can be multiplexed to determine the immune status with respect to several factors simultaneously, in approximately 3-16 hours. In addition, it can determine and differentiate between distinct types of cellular and humoral immune responses (e.g., T and B cells and other cell types). It also provides for simultaneous monitoring of cell activation and levels of cytokine release (i.e., cytokine storms). In collaboration with its partners, the platforms underlying AditxtScore are being further evaluated for evaluating the immune status of individuals including those with hypersensitivity to certain antigens (e.g., patients with autoimmunity). These tests may become tools that can monitor dynamic changes after administration of immunotherapies designed to tolerize to these target antigens. **Technologies Mitomic Technology Platform** **** In January 2024, Pearsanta acquired the assets comprising our Mitomic**** Technology platform from MDNA Life Sciences Inc. This platform seeks to harness the unique properties of mitochondrial DNA (mtDNA) to detect disease through non-invasive, blood-based liquid biopsies. Though further technical development and clinical validation is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional characteristics of mtDNA, and more specifically mutated mtDNA, make mtDNA a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment, and therapeutic targeting. Pearsanta plans to license distribution rights through various agreements with U.S.-based and international business partners to commercialize our Mitomic**** Technology, should Mitomic**** tests be successfully developed and successfully approved by the FDA or a foreign regulator or other relevant regulatory body. We believe our biomarker portfolio covers many high-clinical need cancers, with potential applications outside oncology. Pearsanta a state-of-the-art facility located in Richmond VA, that is a high-complexity, CLIA-certified, CAP-accredited and NYS CLEP-approved accredited laboratory equipped to accommodate rapid development and rollout of innovative laboratory tests for the clinical market. Our laboratory facility is optimized for contamination prevention including dedicated workspaces for key functions; advanced molecular biology capabilities including digital PCR, real-time PCR, automated electrophoresis with scale-up capacity and redundancy; and automated and semi-automated (robotic) processes for DNA/RNA isolation and liquid handling to achieve efficient and standardized workflows. **Our Mitomic Products and Product Candidates** **The Mitomic Technology**targets mutations in mitochondrial DNA (mtDNA) to detect disease. Every human cell is home to multiple copies of mitochondrial mtDNA, some of which become mutated beyond repair when cells are stressed by diseases such as cancer. Though further technical development and clinical validation is required to determine efficacy, Mitomic**** tests are being designed to detect this mutated DNA, which can accumulate from the very early stages of a disease. If the development of Mitomic**** tests is successful and if Mitomic**** tests can achieve their still unproven objective of early disease detection, our Mitomic****Technology presents an opportunity to detect disease before it presents clinically. The Mitomic**** Technology platform is designed to identify biomarker targets, develop robust assays, discover new biomarkers, and develop new products. The biomarker identification program is based on the identification of a new class of molecules generated through a process associated with mitochondria. The Mitomic**** Technology platform has already discovered biomarkers which are believed to be associated with cancer and has generated an in-silico database, which is an experiment that generates thousands of potential biomarkers, developed through computer software and simulation. 44 To date, the Mitomic**** Technology biomarker discoveries have identified numerous biomarker targets from the in-silico database and we plan to use these biomarker targets in our various assay development programs. **Mitomic Prostate Test (MPT)**is currently in development and is being designed as a blood-based assay that quantifies the level of the 3.4kb mtDNA deletion. Published analytical data for the 3.4kb mtDNA deletion associated with prostate cancer, suggests the 3.4kb mtDNA deletion may be able to identify clinically significant prostate cancer for men in the prostate-specific antigen (PSA) grey zone (PSA < 10ng/ml) and if proven through ongoing clinical study, the 3.4kb mtDNA deletion may be able to aid in the decision to biopsy. Some of the significant clinical challenges that have not been met for prostate cancer are that up to 50% of men will be over diagnosed with cancer that never harms them1and the risks associated with treatment of low-grade cancers ( Gleason 6) appear to outweigh the benefits e.g. urinary incontinence, erectile dysfunction.1NIH National Cancer Institute reports this number is even higher at ~ 75% based on 5-year survival rates. Seer database (https://seer.cancer.gov/statfacts/html/prost.html). **Our Mitomic Prostate Test** is in development and is being designed with the following objectives: | | Simple The test is expected to be completed using a patients blood sample and is not expected to require an algorithm. | | | | Provide New Information If ongoing clinical studies support the published analytical data for the 3.4kb mtDNA deletion, healthcare providers will be provided with new information related to clinically significant prostate cancer independent of PSA, age, and family history. | | **Mitomic Endometriosis Test (MET)**is currently in development and is being designed as a blood-based assay that quantifies the level of one or more mtDNA deletions which published analytical data suggest are associated with endometriosis a condition affecting approximately 1 in 10 women according to Endometriosis World and the World Health Organization. The Mitomic Endometriosis Test is intended for use in females of child-bearing age who present symptoms of endometriosis to determine whether medical or surgical intervention is warranted. Endometriosis occurs when the tissue of the uterus (endometrium) grows in areas where it does not belong, most often on the ovaries, fallopian tubes, outer surface of the uterus, and tissues holding the uterus, but can be found almost anywhere in the body. Endometriosis is challenging to identify, and on average takes ten years to diagnose, and when patients are finally diagnosed, greater than 90% have moderate to severe symptoms. **** **Technologies Adductomics Technology** **** On March21, 2025, Pearsanta acquired certain patents related to the detection and analysis of DNA adducts. DNA adducts are chemically modified nucleotides that result from exposure to carcinogens and other damaging agents, serving as early indicators of genomic instability and increased cancer risk. The technology includes proprietary mass-tag enhancements designed to improve the sensitivity and specificity of DNA adduct detection across a full genomic landscape. Pearsanta intends to develop this platform to enable a comprehensive, panoramic assessment of DNA adducts using urine, blood, or solid tissue samples. This approach aims to provide actionable insights into DNA damage before mutations occur, offering the potential to identify environmental or biological factors that contribute to cancer risk. The development roadmap includes further validation of the technology and the creation of commercially available diagnostic kits. While still in the early stages, Pearsanta anticipates that additional development over the next two to three years will advance this platform toward clinical and commercial applications. **** **ADIVIR****, INC. Subsidiary** Formed in April 2023, Adivir, Inc**.**(Adivir) is a wholly owned subsidiary of Aditxt, Inc., dedicated to advancing the clinical and commercial development of innovative products intended to address significant unmet needs in infectious disease and population health. Adivir is focused on building a portfolio of antiviral and other antimicrobial solutions designed to target life-threatening viral infections and emerging pathogens. Its strategic objective is to identify, develop, and commercialize therapeutic candidates that have the potential to improve treatment access and outcomes in areas where existing options are limited or inadequate. We believe the global healthcare landscape underscores the critical importance of strengthening antiviral preparedness and accelerating development of both novel and repurposed therapeutic solutions. Through Adivir, the Company seeks to contribute to addressing the ongoing and evolving challenges posed by infectious diseases worldwide. 45 **ADIFEM, INC. Subsidiary** **** Adifem, Inc. (Adifem), f/k/a Adicure, Inc., was formed in April of 2024 connection with Aditxts planned strategic expansion into womens health through its proposed acquisition of Evofem Biosciences. Adifem is a wholly owned subsidiary of the Company dedicated to advancing innovative solutions that address critical unmet needs in womens health. Although we are no longer pursuing the acquisition of Evofem Biosciences, our commitment to womens health reflects a broader strategic objective to invest in therapeutic areas where there are significant unmet medical need and opportunity for meaningful patient impact. We believe that empowering women with innovative, science-driven solutions remains an important and timely priority in global healthcare. **Evofem Merger Agreement and Termination** **** On December 11, 2023 (the Execution Date), Aditxt, Inc., a Delaware corporation (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Adifem, 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. **** Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), (i) all issued and outstanding shares of common stock, par value $0.0001per share of Evofem (Evofem Common Stock), other than any shares of Evofem Common Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of8shares of the Companys common stock, par value $0.001per share; and (ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $0.0001of Evofem (the Evofem Unconverted Preferred Stock), other than any shares of Evofem Unconverted Preferred Stock held by the Company or Merger Sub immediately prior to the Effective Time, will be converted into the right to receive an aggregate of2,327shares of Series A-1 Convertible Preferred Stock, par value $0.001of the Company (the Company Preferred Stock), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-1 Convertible Preferred Stock. On January 8, 2024, the Company, Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and Evofem Biosciences, Inc., a Delaware corporation (Evofem) entered into the First Amendment (the First Amendment to Merger Agreement), to the Agreement and Plan of Merger (the Merger Agreement) pursuant to which the parties agreed to extend the date by which the joint proxy statement would be filed with the SEC until February 14, 2024. On January 30, 2024, the Company, Adicure and Evofem entered into the Second Amendment to the Merger Agreement (the Second Amendment to Merger Agreement) to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to be February 29, 2024, (ii) to change the date by which Evofem may terminate the Merger Agreement for failure to receive the Parent Loan to be February 29, 2024, and (iii) to change the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024. 46 On February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the Third Amendment to Merger Agreement) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the Company make an equity investment into Evofem consisting of (a) a purchase of2,000shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $2.0million on or prior to April 1, 2024, and (b) a purchase of1,500shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $1.5 million on or prior to April 30, 2024. **** On April 26, 2024, the Company received notice from Evofem (the Termination Notice) that Evofem was exercising its right to terminate the Merger Agreement as a result of the Companys failure to provide the Initial Parent Equity Investment (as defined in the Merger Agreement, as amended). On May 2, 2024, the Company, Adifem, Inc. f/k/a Adicure, Inc. and Evofem Biosciences, Inc. (Evofem) entered into the Reinstatement and Fourth Amendment to the Merger Agreement (the Fourth Amendment) in order to waive and amend, among other things, the several provisions listed below. Amendments to Article VI: Covenants and Agreement Article VI of the Merger Agreement is amended to: | | | reinstate the Merger Agreement, as amended by the Fourth Amendment, as if never terminated; | | | | | reflect the Companys payment to Evofem, in the amount of $1,000,000(the Initial Payment), via wire initiated by May 2, 2024; | | | | | delete Section 6.3, which effectively eliminates the no shop provision, and the several defined terms used therein; | | | | | add a new defined term Company Change of Recommendation; and | | | | | revise section 6.10 of the Merger Agreement such that, after the Initial Payment, and upon the closing of each subsequent capital raise by the Company (each a Parent Subsequent Capital Raise), the Company shall purchase that number of shares of Evofems Series F-1 Preferred Stock, par value $0.0001per share (the Series F-1 Preferred Stock), equal to forty percent (40%) of the gross proceeds of such Parent Subsequent Capital Raise divided by 1,000, up to a maximum aggregate amount of $2,500,000or2,500shares of Series F-1 Preferred Stock. A maximum of $1,500,000shall be raised prior to September 17, 2024, and $1,000,000prior to July 1, 2024 (the Parent Capital Raise). | | 47 Amendments to Article VIII: Termination Article VIII of the Merger Agreement is amended to: | | | extend the date after which either party may terminate from May 8, 2024 to July 15, 2024; | | | | | revise Section 8.1(d) in its entirety to allow Company to terminate at any time after there has been a Company Change of Recommendation, provided that Aditxt must receive ten day written notice and have the opportunity to negotiate a competing offer in good faith; and | | | | | amend and restate Section 8.1(f) in its entirety, granting the Company the right to terminate the agreement if (a) the full $1,000,000Initial Payment required by the Fourth Amendment has not been paid in full by May 3, 2024 (b) $1,500,000of the Parent Capital Raise Amount has not been paid to the Company by June 17, 2024, (c) $1,000,000of the Parent Capital Raise Amount has not been paid to the Company by July 1, 2024, or (d) Aditxt does not pay any portion of the Parent Equity Investment within five calendar days after each closing of a Parent Subsequent Capital Raise. | | **Amended and Restated Merger Agreement** **** On July 12, 2024 (the A&R Execution Date), the Company entered into an Amended and Restated 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, 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. The Merger Agreement amended and restated that certain Agreement and Plan of Merger dated as of December 11, 2023, by and among the Company, Merger Sub and Evofem (as amended, the Original Agreement). *Effect on Capital Stock* Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time), (i) all issued and outstanding shares of common stock, par value $0.0001per share of Evofem (Evofem Common Stock), other than any shares of Evofem Common Stock either held by the Company or Merger Sub immediately prior to the Effective Time or which are Dissenting Shares (as hereinafter defined), will be converted into the right to receive an aggregate of $1,800,000; and (ii) each issued and outstanding share of Series E-1 Preferred Stock, par value $0.0001of Evofem (the Evofem Unconverted Preferred Stock), other than any shares of Evofem Unconverted Preferred Stock either held by the Company or Merger Sub immediately prior to the Effective Time or which are Dissenting Shares, will be converted into the right to receive one (1) share of Series A-2 Preferred Stock, par value $0.001of the Company (the Company Preferred Stock), having such rights, powers, and preferences set forth in the form of Certificate of Designation of Series A-2 Preferred Stock, the form of which is attached as Exhibit C to the Merger Agreement. Any Evofem capital stock outstanding immediately prior to the Effective Time and held by an Evofem shareholder who has not voted in favor of or consented to the adoption of the Merger Agreement and who is entitled to demand and has properly demanded appraisal for such Company Capital Stock in accordance with the Delaware General Corporation Law (DGCL), and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (such Evofem capital Stock, Dissenting Shares) shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration and, instead, shall be entitled to only those rights as set forth in the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his, her or its right to appraisal under the DGCL, with respect to any Dissenting Shares, upon surrender of the certificate(s) representing such Dissenting Shares, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the merger consideration, if any, to which such Evofem capital stock is entitled pursuant to the Merger Agreement, without interest. As a closing condition for the Company, there shall be no more than 4,141,434 Dissenting Shares that are Evofem Common Stock or 98 Dissenting Shares that are Evofem Preferred Stock. 48 Treatment of Evofem Options and Employee Stock Purchase Plan At the Effective Time, each option outstanding under the Evofem 2014 Equity Incentive Plan, the Evofem 2018 Inducement Equity Incentive Plan and the Evofem 2019 Employee Stock Purchase Plan (collectively, the Evofem Option Plans), whether or not vested, will be canceled without the right to receive any consideration, and the board of directors of Evofem shall take such action such that the Evofem Option Plans are cancelled as of the Effective Time. As soon as practicable following the A&R Execution Date, Evofem will take all action that may be reasonably necessary to provide that: (i) no new offering period will commence under the Evofem 2019 Employee Stock Purchase Plan (the Evofem ESPP); (ii) participants in the Evofem ESPP as of the A&R Execution Date shall not be permitted to increase their payroll deductions or make separate non-payroll contributions to the Evofem ESPP; and (iii) no new participants may commence participation in the Evofem ESPP following the A&R Execution Date. Prior to the Effective Time, Evofem will take all action that may be reasonably necessary to: (A) cause any offering period or purchase period that otherwise be in progress at the Effective Time to be the final offering period under the Evofem ESPP and to be terminated no later than five business days prior to the anticipated closing date (the Final Exercise Date); (B) make any pro-rata adjustments that may be necessary to reflect the shortened offering period or purchase period; (C) cause each participants then-outstanding share purchase right under the Evofem ESPP to be exercised as of the Final Exercise Date; and (D) terminate the Evofem ESPP, as of and contingent upon, the Effective Time. *Representations and Warranties* The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. *Covenants* The Merger Agreement contains various customary covenants, including but not limited to, covenants with respect to the conduct of Evofems business prior to the Effective Time. *Closing Conditions* ** *Mutual* The respective obligations of each of the Company, Merger Sub and Evofem to consummate the closing of the Merger (the Closing) are subject to the satisfaction or waiver, at or prior to the closing of certain conditions, including but not limited to, the following: | | (i) | approval by the Evofem shareholders; | | | | (ii) | the entry into a voting agreement by the Company and certain members of Evofem management; | | | | (iii) | all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock; | | 49 | | (iv) | Evofem shall have received agreements (the Evofem Warrant Holder Agreements) from all holders of Evofem warrants which provide: | | | | (a) | waivers with respect to any fundamental transaction, change in control or other similar rights that such warrant holder may have under any such Evofem warrants, and (b) an agreement to such Evofem warrants to exchange such warrants for not more than an aggregate (for all holders of Evofem warrants) of930,336shares of Company Preferred Stock; | | | | (v) | Evofem shall have cashed out any other holder of Evofem warrants who has not provided an Evofem Warrant Holder Agreement; and | | | | (vi) | Evofem shall have obtained waivers from the holders of the convertible notes of Evofem (the Evofem Convertible Notes) with respect to any fundamental transaction rights that such holder may have under the Evofem Convertible Notes, including any right to vote, consent, or otherwise approve or veto any of the transactions contemplated under the Merger Agreement. | | | | (vii) | The Company shall have received sufficient financing to satisfy its payment obligations under the Merger Agreement. | | | | (viii) | The requisite stockholder approval shall have been obtained by the Company at a Special Meeting of its stockholders to approve the Parent Stock Issuance (as defined in the Merger Agreement) pursuant to the requirements of NASDAQ. | | *The Company and Merger Sub* The obligations of the Company and Merger Sub to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not limited to, the following: | | (i) | the Company shall have obtained agreements from the holders of Evofem Convertible Notes and purchase rights they hold to exchange such Convertible Notes and purchase rights for not more than an aggregate (for all holders of Evofem Convertible Notes) of353shares of Company Preferred Stock; | | | | (ii) | the Company shall have received waivers from the holders of certain of the Companys securities which contain prohibitions on variable rate transactions; and | | | | (iii) | the Company, Merger Sub and Evofem shall work together between the A&R Execution Date and the Effective Time to determine the tax treatment of the Merger and the other transactions contemplated by the Merger Agreement. | | *Evofem* The obligations of Evofem to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions, including but not limited to, the following: | | (i) | The Company shall be in compliance with the stockholders equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable criteria for continued listing. | | 50 *Termination* The Merger Agreement may be terminated at any time prior to the consummation of the Closing by mutual written consent of the Company and Evofem. Either the Company or Evofem may also terminate the Merger Agreement if (i) the Merger shall not have been consummated on or before 5:00 p.m. Eastern Time on September 30, 2024; (ii) if any judgment, law or order prohibiting the Merger or the Transactions has become final and non-appealable; (iii) the required vote of Evofem stockholders was not obtained; or (iv) in the event of any Terminable Breach (as defined in the Merger Agreement). The Company may terminate the Merger Agreement if (i) prior to approval by the required vote of Evofems shareholders if the Evofem board of directors shall have effected a Company Change in Recommendation (as defined in the Merger Agreement); or (ii) in the event that the Company determines, in its reasonable discretion, that the acquisition of Evofem could result in a material adverse amount of cancellation of indebtedness income to the Company. Evofem may terminate the Merger Agreement if (i) at any time after there has been a Company Change of Recommendation; provided, that Evofem has provided the Company ten (10) calendar days prior written notice thereof and has negotiated in good faith with the Company to provide a competing offer; (ii) the Companys common stock is no longer listed for trading on Nasdaq; or (iii) any of: (A) the Initial Parent Equity Investment has not been made by the Initial Parent Equity Investment Date, (B) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment Date, (C) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date or (D) the Fourth Parent Equity Investment has not been made by the Fourth Parent Equity Investment Date (as all of such terms are defined in the Merger Agreement). *Effect of Termination* If the Merger Agreement is terminated, the Merger Agreement will become void, and there will be no liability under the Merger Agreement on the part of any party thereto. **** **Amendments to Evofem Amended and Restated Merger Agreement** On August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 1 to the Amended and Restated Merger Agreement (Amendment No. 1), pursuant to which the date by which the Company is to make the Third Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000. Except as set forth herein, the terms and conditions of the Amended and Restated Merger Agreement have not been modified. On September 6, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 2 to the Amended and Restated Merger Agreement (Amendment No. 2), pursuant to which the date by which the Company shall make the Third Parent Equity Investment was amended from September 6, 2024 to September 30, 2024 and adjust the amount of such investment from $2 million to $1.5 million, and to extend the date by which Aditxt shall make the Fourth Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended from September 30, 2024 to October 31, 2024 and adjust the amount of such investment from $1 million to $1.5 million. **Third Evofem Amendment & Parent Equity Investment** On October 2, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 3 to the Amended and Restated Merger Agreement in order to extend the date by which the Company shall make the Third Parent Equity Investment to October 2, 2024, reduce the amount of the Third Parent Equity Investment from $1.5 million to $720,000, and increase the amount of the Fourth Parent Equity Investment from $1.5 million to $2.28 million. On October 2, 2024, the Company completed the purchase of 460 shares of Evofem F-1 Preferred Stock for an aggregate purchase price of $460,000. 51 **Evofem Parent Equity Investment** On October 28, 2024, the Company entered into a Securities Purchase Agreement (the Series F-1 Securities Purchase Agreement) with Evofem, pursuant to which the Company purchased the Fourth Parent Equity Investment of 2,280 shares of Evofem Series F-1 Convertible Preferred Stock for an aggregate purchase price of $2,280,000. **Fifth****Amendment to Amended and Restated Merger Agreement** **** On March 23, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 5 to the Amended and Restated Merger Agreement (Amendment No. 5), pursuant to which, the parties agreed that (i) Evofem shall use commercially reasonable efforts to hold the Company Shareholders Meeting (as defined under the A&R Merger Agreement) no later than September 26, 2025, (ii) the Company shall invest an additional $1,500,000 in Evofem no later than April 7, 2025 in exchange for additional shares of F-1 Preferred Stock and/or, at the Companys option, senior subordinated notes of Evofem, and (iii) the End Date shall be extended to September 30, 2025. **Sixth****Amendment to Amended and Restated Merger Agreement** **** On August 26, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 6 to the Amended and Restated Merger Agreement(Amendment No. 6), in order to (i) amend Sections 1.5 and 3.1(b)(ii) to update the definition of Unconverted Company Preferred Stock to include Series G-1 Preferred Stock of Evofem; (ii) amend Section 1.6 to update the definition of Company Shareholder Approval to include (a) the outstanding shares of Evofem common stock (including all Evofem preferred stock on the basis and to the extent it is permitted to so vote) entitled to vote thereon, and (b) each series of the unconverted Evofem preferred stock; (iii) amend Section 6.23 to clarify that Evofem will assist in obtaining Exchange Agreements (as defined in the Amended and Restated Merger Agreement) to exchange Evofem convertible notes and purchase rights for an aggregate of not more than 89,021 shares of the Companys preferred stock from the applicable Evofem shareholders; (iv) amend Section 7.2(j) to change the number of dissenting shares to no more than 741,603 shares of common stock or 202 shares of preferred stock; (v) add a new Section 7.2(k) to require waivers from each holder of Evofems Series E-1 Convertible Preferred Stock, with respect to the last sentence of Section 2, the entirety of Section 6, any price adjustment provisions that may be triggered under Section 8(a)(ii), Section 12(c) and Section 12(d) of the Evofem Series E-1 Certificate of Designations; and (vi)to replace in its entirety, the Certificate of Designation included as Exhibit C to the Amended and Restated Merger Agreement. **Evofem Termination** **** On October 20, 2025, Aditxt received from Evofem a notice of termination of the parties Merger Agreement. In the notice, Evofem cites Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025 special meeting) as the basis for termination, effective October 20, 2025. No termination fee or other early-termination penalty is payable by Aditxt in connection with Evofems termination pursuant to Sections 8.1(b)(ii) and 8.1(b)(iv). The Company retains its holdings of Evofem F-1 Preferred Stock, convertible notes, and Evofem Warrants. 52 **Our Team** We have assembled a team of experts from a variety of scientific fields and commercial backgrounds, with many years of collective experience that ranges from founding startup biotech companies, to developing and marketing biopharmaceutical products, to designing clinical trials, and to managing private and public companies. **Going Concern** We were incorporated on September 28, 2017 and have not generated significant revenues to date. During the year ended December 31, 2025 we had a net loss of $42,787,043 and cash of $3,198,599 as of December 31, 2025. We are currently over 90 days past due on a significant number of vendor obligations. The Company will require significant additional capital to operate in the normal course of business and fund clinical studies in the long-term. We believe our remaining funds on hand will not be sufficient to fund our operations for the next 12 months and such creates substantial doubt about our ability to continue as a going concern beyond one year. **Financial Results** We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. Our condensed consolidated financial statements as of December 31, 2025, show a net loss of $42,787,043. We expect to incur additional net expenses over the next several years as we continue to maintain and expand our existing operations. The amount of future losses and when, if ever, we will achieve profitability are uncertain. **Results of Operations** **Results of operations for the year ended December 31, 2025 and 2024** We generated revenue of $3,195 and $133,985 for the year ended December 31, 2025 and 2024, respectively. Cost of goods sold for the year ended December 31, 2025 and 2024 was $2,927 and $627,474, respectively. The decrease in revenue and costs of goods sold during the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to a decrease in AditxtScoreTMorders due to decreased COVID testing being done. During the year ended December 31, 2025, we incurred a loss from operations of $19,570,724. This is due to general and administrative expenses of $15,974,863, which includes approximately $4,438,898 in payroll expenses and $5,477,124 in professional fees. Research and development expenses were $3,194,133 which includes $995,473 in consulting expenses. Sales and marketing expenses were $401,996. During the year ended December 31, 2024, we incurred a loss from operations of $27,863,698. This is due primarily to general and administrative expenses of $16,286,216. This includes approximately $4,903,086 in payroll expenses, $4,998,772 in professional fees, and $33,071 in stock-based compensation. Research and development expenses were $10,886,130 which includes $1,772,108 in consulting expenses and $6,712,663 in stock-based compensation. Sales and marketing expenses were $197,863, which includes $0 in stock-based compensation. **** The decrease in expenses during the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to decreased research and development spend. During the year ended December 31, 2025, the Company had other expenses of $23,216,319. This was primarily comprised of a loss on the change in the fair value of the Evofem F-1 preferred stock of $23,766,209, a gain on the change in the fair value of the Evofem warrants of $2,806,983, and an amortization of debt discount of $1,706,697. During the year ended December 31, 2024, the Company had other expenses of $7,156,360. This was primarily comprised of an interest expense of $4,188,725 and an amortization of debt discount of $3,174,920. 53 **Liquidity and Capital Resources** **** We have incurred substantial operating losses since inception and expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of December 31, 2025, we had an accumulated deficit of $209,808,770. We had working capital of $(8,398,458) as of December 31, 2025. During the year ended December 31, 2025, we purchased $13,743 in fixed assets. Our consolidated financial statements have been prepared assuming that we will continue as a going concern. We will need significant additional capital to continue to fund our operations and the clinical trials for our product candidates. We may seek to sell common stock, preferred stock or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. In addition, we may seek to raise cash through collaborative agreements or from government grants. The sale of equity and convertible debt securities may result in dilution to our stockholders and certain of those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities, or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. The source, timing, and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our clinical development program. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us to, among other things, delay, scale back or eliminate expenses including some or all our planned development, including our clinical trials. While we may need to raise funds in the future, we believe the current cash reserves should be sufficient to fund our operation for the foreseeable future. Because of these factors, we believe that this creates doubt about our ability to continue as a going concern. **Contractual Obligations** The following table shows our contractual obligations as of December 31, 2025: | | | PaymentDuebyYear | | | | | | Total | | | 2026 | | | 2027 | | | 2028 | | | | Lease | | $ | 1,288,930 | | | $ | 801,760 | | | $ | 389,165 | | | $ | 98,005 | | | **Critical Accounting Policies and Estimates** Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. The following involve the most judgment and complexity: *Fair value of investments in Evofem warrants and convertible notes receivable* The Company estimates the fair value of its investments in Evofem warrants and convertible notes receivable using a Monte Carlo simulation model, which incorporates a range of possible future outcomes and requires significant management judgment. Key assumptions include the expected volatility of Evofems equity, early exercise or conversion behavior, the timing and likelihood of future Evofem financing events that could trigger contractual reset provisions, the expected term of the instruments, and the applicable risk-free interest rate. Because these inputs are inherently subjective and involve significant unobservable assumptions, changes in these factors could result in materially different fair value measurements and may have a material impact on the Companys financial condition and results of operations. *Investments in Evofem preferred stock* The Company accounts for its investments in Evofem preferred stock at cost, less impairment, as the securities do not have a readily determinable fair value and the Company has not elected the fair value option; accordingly, these investments are not remeasured at fair value on a recurring basis. Management evaluates the investment for impairment each reporting period by considering qualitative and quantitative factors, including Evofems financial condition, operating performance, and prospects, as well as general market conditions and the timing and likelihood of a liquidity event. When events or changes in circumstances indicate that the carrying amount may not be recoverable, the Company estimates the fair value of the investment using valuation techniques that incorporate significant unobservable inputs and recognizes an impairment loss in earnings to the extent the decline in value is determined to be other-than-temporary. Because this assessment requires significant judgment, actual results could differ materially from these estimates. Accordingly, we believe the policies set forth above are critical to fully understanding and evaluating our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected. 54 **Off-Balance Sheet Arrangements** We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC. **JOBS Act** On April5, 2012, the JOBS Act was enacted. Section107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. When favorable, we have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBSAct.Subject to certain conditions set forth in the JOBS Act, as an emerging growth company, we intend to rely on certain of these exemptions, including without limitation, (i)providing an auditors attestation report on our system of internal controlsover financial reporting pursuant to Section404(b) of the Sarbanes-Oxley Act and (ii)complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an emerging growth company until the earliest of (i)the last day of the fiscal year in which we have total annual gross revenues of $1.07billion or more; (ii)the last day of our fiscal year following the fifth anniversary of the date of the completion of our IPO (December 31, 2025); (iii)the date on which we have issued more than $1billion in nonconvertible debt during the previous three years; or (iv)the date on which we are deemed to be a large accelerated filer under the rules of the SEC. **Nasdaq Equity Compliance** As of the date of filing, on an unaudited basis, the Company has equity of approximately $35.6 million, which exceeds the Nasdaq continued listing requirement. **Recently Issued and Adopted Accounting Pronouncements** See Note 3 - Summary of Significant Accounting Policies to the accompanying condensed consolidated financial statements for a description of other accounting policies and recently issued accounting pronouncements. **Recent Developments** See Note 14 Subsequent Event to the accompanying condensed consolidated financial statements for a description of material recent developments. **Item 7A. Quantitative and Qualitative Disclosures About Market Risk.** We are not required to provide the information required by this Item as it is a smaller reporting company, as defined in Rule 229.10(f)(1). **Item 8. Financial Statements and Supplementary Data.** See pages F-1 through F-61 following the Exhibit Index of this Annual Report on Form 10-K. **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.** None. **Item 9A. Controls and Procedures.** **Assessment of the Effectiveness of Internal Controls over Financial Reporting** *Disclosure Controls and Procedures* In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required to disclose in our reports under the Exchange Act is recorded, processed, and reported in an accurate manner and on a timely basis and the information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management to permit timely decisions with respect to required disclosure and (b) operating in a non-effective manner. 55 *Change in Internal Control Over Financial Reporting* No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. *Managements Annual Report on Internal Control over Financial Reporting* ** Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. Our independent registered accounting firm determined that we did not maintain effective internal controls over financial reporting and the following material weaknesses existed as of December 31, 2025: | | | We did not maintain adequate controls over the documentation of accounting and financial reporting policies and procedures. Specifically, we did not maintain policies and procedures to ensure account reconciliations were adequately prepared and reviewed by management. | | | | | We did not have the resources or retain individuals to adequately draft the consolidated financial statements and notes to ensure them to be in compliance with accounting principles generally accepted in the US | | | | | We did not maintain the sufficient procedures for the identification and cutoff of accounts payable. | | | | | We did not maintain the sufficient procedures for the classification and valuation of debt and equity transactions | | These material weaknesses resulted in material misstatements to the financial statements, which were corrected. There were no changes to previously released financial results. We are in the process of remediating these material weaknesses. This report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting in accordance with applicable SEC rules that permit us to provide only managements report in this report. **Item 9B.Other Information.** None. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.** **** N/A. 56 **PART III** **Item10. Directors, Executive Officers and Corporate Governance** **Executive Officers and Directors** Set forth below is certain information with respect to the individuals who are our directors and executive officers as of December 31, 2025: | Name | | Age | | Positions | | | Amro Albanna | | 56 | | Chief Executive Officer, Director | | | Corinne Pankovcin | | 59 | | Chief Mergers & Acquisitions Officer | | | Shahrokh Shabahang, D.D.S., MS, Ph.D. | | 63 | | Chief Innovation Officer, Director | | | Rowena Albanna | | 60 | | Chief Operating Officer | | | Thomas J. Farley | | 52 | | Chief Financial Officer | | | Christopher Porcelli | | 34 | | General Counsel & Chief People Officer | | | Charles Nelson | | 72 | | Director | | | Brian Brady | | 47 | | Director | | | Sylvia Hermina | | 46 | | Director | | **Amro Albanna -Chief Executive Officer** Mr. Albanna has been our Chief Executive Officer and a Director since we were formed in 2017. He also served as our President from our inception through September 2021. In 2010, Mr. Albanna co-founded Innovation Economy Corporation (IEC), formed to license and commercialize innovations and create a group of life and health subsidiaries. From 2010 until 2017, Mr. Albanna was Chief Executive Officer and a Director of IEC and Olfactor Laboratories, Inc., a majority-owned subsidiary of IEC. From 2010 to August 2016, he was the Chief Executive Officer and a Director of Nano Engineered Applications, Inc., another majority-owned subsidiary of IEC. In 2003, Mr. Albanna founded Qmotions, Inc. (subsequently renamed Deal A Day Group Corp.). He served as its Chief Executive Officer and a Director until 2011. Qmotions used 3-D spatial tracking and pattern recognition technologies to develop motion-capturing video game controllers. In 2002, Mr. Albanna was a co-founder of Digital Angel Corporation - a company formed via the merger of three private companies (one being TTC below) into a fourth publicly traded company (American Stock Exchange) and was placed in charge of commercializing its GPS/wireless technologies. Around that time, Mr. Albanna co-founded an incubator for startups at the University of California, Riverside Research Park which was acquired in 2007. In 1997, he founded Timely Technology Corporation (TTC), which designed and developed e-commerce software for education, retail and finance. TTC was acquired in 2000 by a Nasdaq-listed company. Mr. Albanna graduated from California State University San Bernardino in 1991 with a B.S. in Business Administration with concentration in Computer Information Systems. He completed graduate coursework in Computer Science and Engineering at California State University, Long Beach from 1992 to 1993. In 2019, Mr. Albanna completed coursework in Immunology and Genetics at Harvard Medical School HMX online learning platform. **Corinne Pankovcin -Chief Mergers and Acquisitions Officer** Ms. Pankovcin has been our Chief Mergers and Acquisitions Officer since January 2024. Ms. Pankovcin served as the Chief Commercialization Officer from April 2023 through January 2024. Ms. Pankovcin served as our President from September 2021 through April 2023. Ms. Pankovcin served as our Chief Financial Officer from July 2020 through August 2021. From December 2015 to July 2019, Ms. Pankovcin was the Chief Financial Officer and Managing Director and Treasurer of Business Development Corporation of America (BDCA), a business development company. Prior thereto, from January 2011 to August 2015, Ms. Pankovcin was the Chief Financial Officer and Treasurer of Blackrock Capital Investment Corporation (NASDAQ: BKCC), and a Managing Director of Finance at BlackRock Investment Management LLC. Prior to joining BlackRock, Ms. Pankovcin was a senior member of Finance & Accounting of Alternative Investments and served as Chief Financial Officer for the Global Emerging Markets products group at AIG Capital Partners. Ms. Pankovcin began her career with PricewaterhouseCoopers LLP, where she ultimately held the role of Senior Manager of Business Assurance for Consumer Products, Manufacturing, and Middle Market industries from 1991 to 2001. Ms. Pankovcin earned her B.S. in Accounting from Dowling College and her Masters Degree in Business Administration from Hofstra University. She is a Certified Public Accountant. 57 **Shahrokh Shabahang, D.D.S., MS, Ph.D. -Chief Innovation Officer** Dr. Shabahang has been our Chief Innovation Officer and Director since our inception. In 2009, Dr. Shabahang co-founded Sekris Biomedical Inc. to incubate immunotherapy technologies. He served as its Chairman of the board and Chief Executive Officer since its inception. In 2004, Dr. Shabahang joined Genelux Corporation to lead its clinical development program and to serve as board secretary. Genelux developed an oncolytic virus technology for treatment of cancer, co-invented by Dr. Shabahang. During his tenure from 2004-2007, Genelux raised $20M+ and obtained regulatory approval to initiate First-In-Human clinical studies in Europe with patients who had not responded to chemotherapy. In 2001, Dr. Shabahang became the Director of the Microbiology and Molecular Biology Lab at Loma Linda University (LLU). He led the research and development of an antimicrobial therapeutic agent for treatment of dental infections, which was licensed and marketed by one of the largest dental distribution companies. Dr. Shabahang attended the University of California, Santa Barbara from 1982 to 1984 and later received his DDS from the University of Pacific in 1987. He earned his PhD in Microbiology and Molecular Genetics at LLU in 2001. During the same year, he established his laboratory at LLU to study infectious diseases and host immune responses. **Rowena Albanna -Chief Operating Officer** Ms. Albanna has been our Chief Operating Officer since July 2020. From 2017 to immediately prior to her appointment as Chief Operating Officer, Ms. Albanna was an independent operations consultant for the Company. Prior thereto, from 2013 to 2017, Ms. Albanna was the Chief Operating Officer of Innovation Economy Corporation (IEC), formed to license and commercialize innovations and create a group of life and health subsidiaries. From 2010 to 2013, Ms. Albanna was Senior Vice President of IEC. From 2004 to 2009, Ms. Albanna was the founder and principal of Weezies, an online-based business focused on building and operating e-commerce stores and affiliate marketing sites. From 2003 to 2004, Ms. Albanna was the head of Product Development and Engineering of Qmotions Inc. Qmotions used 3-D spatial tracking and pattern recognition technologies to develop motion-capturing video game controllers. In 2002, Ms. Albanna was VP of Product Development at Digital Angel Systems where she led the development of devices which combined GPS, wireless, and biosensing. Prior to that, Ms. Albanna held multiple product development roles with increasing responsibilities for various technology companies in the areas of financial, medical, telecommunications, integrated circuit layout design, and defense. Ms. Albanna is a co-inventor of two patents related to systems for localizing, monitoring, and sensing objects. Ms. Albanna received a Bachelor of Science degree in Computer Science with a minor in Mathematics from California State University, San Bernardino in 1988. Ms. Albanna is the wife of Amro Albanna, our Chief Executive Officer. **Thomas J. Farley, CPA -Chief Financial Officer** Mr. Farley has been the Chief Financial Officer since September 2021. Prior to this, Mr. Farley was the Principal Accounting Officer and Controller from October of 2020 to September 2021. From December 2015 to June 2020, Mr. Farley was the Controller of Business Development Corporation of America (BDCA), a publicly listed business development company. Prior thereto, from January 2011 to August 2015, Mr. Farley was the Senior Controller of Blackrock Capital Investment Corporation (NASDAQ: BKCC). Prior to joining BlackRock Capital Investment Corporation, Mr. Farley was a Senior Controller for PineBridge Investments Emerging Markets practice. Mr. Farley was also an Accounting Manager for Bessemer Venture Partners prior to his tenure at PineBridge. Mr. Farley began his career with PricewaterhouseCoopers LLP, from 1996 to 2001. Mr. Farley earned his B.S. in Accounting from Long Island University and is a Certified Public Accountant. **Christopher Porcelli General Counsel & Chief People Officer** **** Mr. Porcelli has served as our General Counsel and Chief People Officer since September 2025. Prior to this, from October 2020 to June 2025, he served in senior legal and HR roles at Aterian, Inc. (Nasdaq: ATER), including General Counsel, Head of People & Corporate Secretary (20232025). Previously, he was an associate in the M&A group at Sidley Austin LLP in New York and a corporate associate at Cadwalader, Wickersham & Taft LLP in New York. He received his J.D. from New York University School of Law and his B.A. from St. Johns University and is admitted to practice in New York. **Brian Brady -Director** Mr. Brady has served as a Director since December 1, 2018. Mr. Brady was Director of Investments at a large hospital system from March 2016 to December 2022 and returned to this role in 2026 after serving as President of a family office. In his current role, he is responsible for the management of investment activity related to the organization and personal investments of the family that owns that company. From December 2011 to March 2016, Mr. Brady was the Vice President/Portfolio Manager at a wealth advisory firm, where he served in an investment advisory role, including asset and portfolio management. Mr. Brady graduated in 2001 with a bachelors degree in finance from the University of Illinois at Chicago and in 2014 with a Master of Business Administration degree from the University of Chicago. We believe that Mr. Bradys extensive experience with financial markets and management of investment activities qualifies him to serve as a director of our Company. 58 **Charles Nelson**-**Director** Mr. Nelson has served as a director since November 2023. Prior to his appointment as a member of the Board, Mr. Nelson was a consultant to the Company from September 2020 through September 2023. He began his financial career as a market representative with American International Group and in 1979 joined Dean Witter Reynolds as a Financial Advisor, working with high net worth and institutional clients. In 1980, he joined Drexel Burnham and Lambert, and subsequently, at Ladenberg Thalmann and then at Auerbach Pollack and Richardson originating equity and investment banking transactions. Over the last 20 years, Mr. Nelson has been involved with financing companies in the fintech, healthcare and bio-pharma spaces through private equity and public financing including listings on the Nasdaq and the NYSE. We believe that Mr. Nelsons extensive experience in capital markets qualifies him to serve as a director of our Company. **Sylvia Hermina**-**Director** Sylvia Hermina has over 20 years of experience advising public companies on corporate governance, mergers and acquisitions, and shareholder relations. Ms. Herminacurrently servesas Senior Vice President of Kingsdale Advisors, a governance and proxy solicitation firm.Prior to joining Kingsdale Advisors, Ms. Hermina served as Senior Vice President of Laurel Hill Advisory Group, LLC - a shareholder communications and advisory firm; Managing Director of The Altman Group, Inc. - a proxy advisory firm. She also held senior positions Georgeson Shareholder Communications and Corporate Investor Communications, Inc. Ms.Hermina holds a Bachelor of Sciencedegreein Business Administration, Management and Marketing from Montclair State University.Sylviais a member of the Society of Corporate Governance (Society), the National Investor Relations Institute (NIRI) and Chief. **Board Leadership Structure and Risk Oversight** The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the Board for further consideration. **Term of Office** Officers hold office until his or her successor is elected and qualified. Directors are appointed to serve for one year until the meeting of the Board following the annual meeting of stockholders and until their successors have been elected and qualified. **Director Independence** We use the definition of independence of The Nasdaq Stock Exchange LLC (Nasdaq) listing rules to make this determination. Nasdaq listing rules provide that an independent director is one who the board affirmatively determines has no material relationship with the company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. Nasdaq listing rules provide that a director cannot be considered independent if: | | | the director is, or has been within the last three (3) years, an employee of the Company or an immediate family member of director is, or has been within the last three (3) years, an executive officer of the Company; | | | | | the director has received, or has an immediate family member who is an executive officer of the Company and has received, during any twelve-month period within the last three (3) years, more than $120,000 compensation directly from the Company (not including compensation received for director service, pension plan payments or deferred compensation for prior service not contingent on continued service); | | | | | the director or an immediate family member is a current partner of the Companys internal or external auditor; the director is a current employee of the auditor; an immediate family member is a current employee of the auditor and personally works on the Companys audit; or the director or an immediate family member was within the last three (3) years a partner or employee of the auditor and personally worked on the Companys audit within that time; | | | | | the director or an immediate family member is, or has been within the last three (3) years, employed as an executive officer of another company where any of the Companys present executive officers at the same time serves or served on that companys compensation committee; or | | 59 | | | the director is a current employee, or an immediate family member is a current executive officer, of an organization that has made to or received from the Company payments for property or services in an amount which, in any of the last three fiscal (3) years, exceeds greater of 2% of such other companys consolidated gross revenues or $1 million. Charitable contributions not considered payments for purposes of this prohibition but contributions meeting these thresholds must be disclosed on the Companys website or in its annual proxy statement or its Annual Report on Form 10-K. | | Under such definitions, we consider Mr. Nelson, Mr. Brady, and Ms. Hermina to be independent. Nasdaq listing rules permits a phase-in period of up to one year for an issuer registering securities in an initial public offering to comply with its requirement that a majority of the board of directors be made up of independent directors. However, our common stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements. We are subject to Nasdaqs director independence requirements and are required to structure our board of directors accordingly. **Committees of the Board** Our board of directors has established three standing committees: Audit, Compensation, and Nominating and Corporate Governance. Each of these standing committees operate pursuant to its respective charter. The committee charters are reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to the charters. The responsibilities of each committee are described in more detail below. Nasdaq listing rules permits a phase-in period for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee independence requirements. Under the initial public offering phase-in period, only one member of each committee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence requirements within one year from the effectiveness of our registration statement. The composition and functions of each committee are described below. | Name | | Independent | | | Audit | | | Nominatingand Corporate Governance | | | Compensation | | | | Amro Albanna | | | | | | | | | | | | | | | Shahrokh Shabahang, D.D.S., MS, Ph.D. | | | | | | | | | | | | | | | | | | | Brian Brady | | | X | | | | X | * | | | X | | | | X | | | | Charles Nelson | | | X | | | | X | | | | X | | | | X | * | | | Sylvia Hermina | | | X | | | | X | | | | X | * | | | X | | | | * | Chairman of the committee | | **Audit Committee** The Audit Committee, among other things, is responsible for: | | | appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; | | | | | reviewing the internal audit function, including its independence, plans, and budget; | | | | | approving, in advance, audit and any permissible non-audit services performed by our independent auditor; | | | | | reviewing our internal controls with the independent auditor, the internal auditor, and management; | | 60 | | | reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; | | | | | overseeing our financial compliance system; and | | | | | overseeing our major risk exposures regarding the Companys accounting and financial reporting policies, the activities of our internal audit function, and information technology. | | The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and Nasdaq listing rules. The Board has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr. Brady meets the qualifications of an Audit Committee financial expert. The Audit Committee consists of Mr. Brady, Mr. Nelson, and Ms. Hermina. Mr. Brady chairs the Audit Committee. **Compensation Committee** The Compensation Committee is responsible for: | | | reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO; | | | | | overseeing and administering the Companys executive compensation plans, including equity-based awards; | | | | | negotiating and overseeing employment agreements with officers and directors; and | | | | | overseeing how the Companys compensation policies and practices may affect the Companys risk management practices and/or risk-taking incentives. | | The Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee. The Compensation Committee consists of Mr. Brady, Mr. Nelson, and Ms. Hermina. Mr. Nelson serves as chairman of the Compensation Committee. The Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to compensation committee members under SEC rules and Nasdaq listing rules. **Nominating and Corporate Governance Committee** The Nominating and Corporate Governance Committee, among other things, is responsible for: | | | reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues; | | | | | evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole; | | | | | working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee; | | 61 | | | annually presenting to the Board a list of individuals recommended to be nominated for election to the Board; | | | | | reviewing, evaluating, and recommending changes to the Companys Corporate Governance Principles and Committee Charters; | | | | | recommending to the Board individuals to be elected to fill vacancies and newly created directorships; | | | | | overseeing the Companys compliance program, including the Code of Conduct; and | | | | | overseeing and evaluating how the Companys corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Companys major risk exposures. | | The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Ms. Hermina, Mr. Brady, and Mr. Nelson. Ms. Hermina serves as chairman of the Nominating and Corporate Governance Committee. The Companys Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines of Nasdaq listing rules. *Compensation Committee Interlocks and Insider Participation* None of the Companys executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Companys board of directors or its compensation committee. None of the members of the Companys compensation committee is, or has ever been, an officer or employee of the Company. There are no interlocking relationships as defined in the applicable SEC rules. *Code of Business Conduct and Ethics* The Companys board of directors adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq Capital Market. The code of business conduct and ethics is publicly available on the Companys website. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by the Companys board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq Capital Market. *Corporate Governance Guidelines* The Companys board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq Capital Market. **Involvement in Certain Legal Proceedings** To our knowledge, none of our current directors or executive officers has, during the past ten years: | | | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | | | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; | | | | | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; | | 62 | | | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | | | | | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | | | | | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | Except as set forth above and in our discussion below in *Certain Relationships and Related Transactions*, none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. Other than as set forth below, we are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition or operating results. **Item11. Executive Compensation** The following table represents information regarding the total compensation for the named executive officers of the Company as of 2025 and 2024: | Name and Principal Position | | Year | | | Salary(1) ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Restricted Stock Units ($) | | | All Other Compensation ($) | | | Total ($) | | | | Amro Albanna | | | 2025 | | | | 500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 500,000 | | | | Chief Executive Officer and Director | | | 2024 | | | | 500,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shahrokh Shabahang, D.D.S., MS, Ph.D. | | | 2025 | | | | 325,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 325,000 | | | | Chief Innovation Officer | | | 2024 | | | | 325,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 325,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Corinne Pankovcin | | | 2025 | | | | 385,008 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 385,008 | | | | Chief Mergers & Acquisitions Officer | | | 2024 | | | | 385,008 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 385,008 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Thomas J. Farley | | | 2025 | | | | 395,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 395,000 | | | | Chief Financial Officer | | | 2024 | | | | 464,616 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 464,616 | | | Option awards represent granted options at the fair market value as of the date of grant. Restricted stock units represent granted restricted stock units at the fair market value as of the date of grant. | (1) | Salary is reflected on an accrued basis. From time to time in 2025 and 2024 management has voluntarily forgone their salaried payroll. | | 63 **Employment Agreements** *Amro Albanna, Chief Executive Officer* On November 14, 2021, the Company entered into an Amended and Restated Employment Agreement with Mr. Amro Albanna, the Chief Executive Officer of the Company (the Amro Employment Agreement). Pursuant to the Amro Employment Agreement, Mr. Albanna will receive (i) a base salary at the annual rate of $280,000 for the remainder of calendar year 2021, and effective January 1, 2022, $500,000 (prorated for any partial year) payable in bimonthly installments (ii) the opportunity to earn an annual bonus of 2% of the Companys earnings before interest, taxes, depreciation, and amortization (EBITDA) with respect to an applicable year for which the bonus is payable, provided that such bonus will not exceed two (2) times Mr. Albannas base salary, and (iii) eligible to earn an annual discretionary bonus as determined by the Board or its Compensation Committee in their sole discretion. In addition, for calendar year 2021, Mr. Albanna will be eligible to earn an additional discretionary bonus as determined by the Company. The term of Mr. Albannas engagement under the Amro Employment Agreement commences as of the Effective Date (as defined in the Amro Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Amro Employment Agreement. The term of Mr. Albannas Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Albanna or the Company. Under the Amro Employment Agreement, termination of Mr. Albanna by the Company for Cause, Death, or Disability, (as such terms are defined in the Amro Employment Agreement), or resignation by Mr. Albanna without Good Reason (as defined in the Amro Employment Agreement), will not require the Company to pay severance to Mr. Albanna. Upon any such termination, Mr. Albanna will be entitled to receive any Accrued Compensation (as defined in the Amro Employment Agreement), which in the case of termination by the Company for Cause or resignation by Mr. Albanna for Good Reason will not include payment of pro rata bonus;*provided*,*however*, if termination of Mr. Albanna by the Company without Cause or resignation by Mr. Albanna for Good Reason, then under the Amro Employment Agreement will require the Company to pay severance to Mr. Albanna. Upon any such termination, Mr. Albanna will be entitled to receive any Accrued Compensation and, subject to Mr. Albannas execution of an irrevocable release, receive (i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Albannas medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Amro Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Amro Employment Agreement, termination of Mr. Albanna by the Company without Cause or resignation by Mr. Albanna for Good Reason and a Change of Control (as defined in the Amro Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Albanna in connection to such termination. Upon such termination, Mr. Albanna will be entitled to receive any Accrued Compensation, and subject to Mr. Albannas execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of three times Mr. Albannas salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Albannas medical insurance premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award would otherwise expire). The Amro Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Mr. Albanna. To the extent any of the payments or benefits provided for under the Amro Employment Agreement or any other agreement or arrangement between Mr. Albanna and the Company (collectively, the Payments), (a) constitute an excess parachute payment within the meaning of Section 280G (Section 280G) of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (Section 4999), then the Company will pay or provide the greater (whichever gives Mr. Albanna the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. 64 *Corinne Pankovcin, Chief Mergers and Acquisitions Officer* On November 14, 2021, the Company entered into a new employment agreement (the Pankovcin Employment Agreement) with the Companys President, Corinne Pankovcin, pursuant to which Ms. Pankovcin will continue to serve as the Companys President and Secretary until the date upon which Ms. Pankovcins employment may be terminated in accordance with the terms of the Pankovcin Employment Agreement. The term of Ms. Pankovcins engagement under the Pankovcin Employment Agreement commences as of the Effective Date (as defined in the Pankovcin Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Pankovcin Employment Agreement. The term of Ms. Pankovcins Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Ms. Pankovcin or the Company. Pursuant to the Pankovcin Employment Agreement, Ms. Pankovcin will receive: (i) a base salary at the annual rate of $250,000 for the remainder of calendar year 2021, and effective January 1, 2022, $385,000 (prorated for any partial year) payable in bimonthly installments and (ii) eligible to earn an annual discretionary bonus with a target amount of 45% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Pankovcin shall be eligible to earn an additional discretionary bonus as determined by the Company. Under the Pankovcin Employment Agreement, termination of Ms. Pankovcin by the Company for Cause, Death, or Disability, (as such terms are defined in the Pankovcin Employment Agreement), or resignation by Ms. Pankovcin for Good Reason (as defined in the Pankovcin Employment Agreement), will not require the Company to pay severance to Ms. Pankovcin. Upon any such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation (as defined in the Pankovcin Employment Agreement), which in the case of termination by the Company for Cause or resignation by Ms. Pankovcin for Good Reason will not include payment of pro rata bonus;*provided*,*however*, if termination of Ms. Pankovcin by the Company without Cause or resignation by Ms. Pankovcin for Good Reason, then under the Pankovcin Employment Agreement will require the Company to pay severance to Ms. Pankovcin. Upon any such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation and, subject to Ms. Pankovcins execution of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Ms. Pankovcins medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Pankovcin Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Pankovcin Employment Agreement, termination of Ms. Pankovcin by the Company without Cause or resignation by Ms. Pankovcin for Good Reason and a Change of Control (as defined in the Pankovcin Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms. Pankovcin in connection to such termination. Upon such termination, Ms. Pankovcin will be entitled to receive any Accrued Compensation, and subject to Ms. Pankovcins execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the sum of (A) the product of two times Ms. Pankovcins salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Ms. Pankovcins Target Bonus; (ii) provide reimbursement to Ms. Pankovcins medical insurance premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award would otherwise expire). The Pankovcin Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Ms. Pankovcin. To the extent any of the payments or benefits provided for under the Pankovcin Employment Agreement or any other agreement or arrangement between Ms. Pankovcin and the Company (collectively, the Payments), (a) constitute an excess parachute payment within the meaning of Section 280G (Section 280G) of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (Section 4999), then the Company will pay or provide the greater (whichever gives Ms. Pankovcin the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. 65 *Thomas J. Farley, Chief Financial Officer* On November 14, 2021, the Company entered into a new employment agreement (the Farley Employment Agreement) with the Companys Chief Financial Officer, Thomas Farley, pursuant to which Mr. Farley will continue to serve as the Companys Chief Financial Officer until the date upon which Mr. Farleys employment may be terminated in accordance with the terms of the Farley Employment Agreement. The term of Mr. Farleys engagement under the Farley Employment Agreement commences as of the Effective Date (as defined in the Farley Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Farley Employment Agreement. The term of Mr. Farleys Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Farley or the Company. Pursuant to the Farley Employment Agreement, Mr. Farley will receive: (i) a base salary at the annual rate of $225,000 for the remainder of calendar year 2021, and effective January 1, 2022, $355,000 (prorated for any partial year) payable in bimonthly installments and, (ii) eligible to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Mr. Farley will be eligible to earn an additional discretionary bonus as determined by the Company. Under the Farley Employment Agreement, termination of Mr. Farley by the Company for Cause, Death, or Disability, (as such terms are defined in the Farley Employment Agreement), or resignation by Mr. Farley without Good Reason (as defined in the Farley Employment Agreement), will not require the Company to pay severance to Mr. Farley. Upon any such termination, Mr. Farley will be entitled to receive any Accrued Compensation (as defined in the Farley Employment Agreement which in the case of termination by the Company for Cause or resignation by Mr. Farley for Good Reason will not include payment of pro rata bonus;*provided*,*however*, if termination of Mr. Farley by the Company without Cause or resignation by Mr. Farley for Good Reason, then under the Farley Employment Agreement will require the Company to pay severance to Mr. Farley. Upon any such termination, Mr. Farley will be entitled to receive any Accrued Compensation and, subject to Mr. Farleys execution of an irrevocable release, receive (i) on the sixtieth day (60th) day following termination, a lump sum cash-payment equal to the sum of (A) the product of two times Mr. Farleys salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Mr. Farleys Target Bonus (as defined in the Farley Employment Agreement); (ii) provide reimbursement to Mr. Farleys medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Farley Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Farley Employment Agreement, termination of Mr. Farley by the Company without Cause or resignation by Mr. Farley for Good Reason and a Change of Control (as defined in the Farley Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Farley in connection to such termination. Upon such termination, Mr. Farley will be entitled to receive any Accrued Compensation, and subject to Mr. Farleys execution of an irrevocable release, receive (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of two times Mr. Farleys salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Farleys medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable (but not later than when the award would otherwise expire). The Farley Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Mr. Farley. To the extent any of the payments or benefits provided for under the Farley Employment Agreement or any other agreement or arrangement between Mr. Farley and the Company (collectively, the Payments), (a) constitute an excess parachute payment within the meaning of Section 280G (Section 280G) of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (Section 4999), then the Company will pay or provide the greater (whichever gives Mr. Farley the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. 66 *Shahrokh Shabahang, Chief Innovation Officer* On November 14, 2021, the Company entered into a new employment agreement (the Shabahang Employment Agreement) with the Companys Chief Innovation Officer, Shahrokh Shabahang, pursuant to which Mr. Shabahang will continue to serve as the Companys Chief Innovation Officer until the date upon which Mr. Shabahangs employment may be terminated in accordance with the terms of the Shabahang Employment Agreement. The term of Mr. Shabahangs engagement under the Shabahang Employment Agreement commences as of the Effective Date (as defined in the Shabahang Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Shabahang Employment Agreement. The term of Mr. Shabahangs Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Mr. Shabahang or the Company. Pursuant to the Shabahang Employment Agreement, Mr. Shabahang will receive: (i) a base salary at the annual rate of $210,000 for the remainder of calendar year 2021, and effective January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii) eligible to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Mr. Shabahang will be eligible to earn an additional discretionary bonus as determined by the Company. Under the Shabahang Employment Agreement, termination of Mr. Shabahang by the Company for Cause, Death, or Disability, (as such terms are defined in the Shabahang Employment Agreement), or resignation by Mr. Shabahang without Good Reason (as defined in the Shabahang Employment Agreement), will not require the Company to pay severance to Mr. Shabahang. Upon any such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation (as defined in the Shabahang Employment Agreement), which in the case of termination by the Company for Cause or resignation by Mr. Shabahang for Good Reason will not include payment of pro rata bonus;*provided*,*however*, if termination of Mr. Shabahang by the Company without Cause or resignation by Mr. Shabahang for Good Reason, then under the Shabahang Employment Agreement will require the Company to pay severance to Mr. Shabahang. Upon any such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation and, subject to Mr. Shabahangs execution of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum cash-payment equal to the sum of (A) the product of two times Mr. Shabahangss salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Mr. Shabahangs Target Bonus (as defined in the Shabahang Employment Agreement); (ii) provide reimbursement to Mr. Shabahangs medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Shabahang Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Shabahang Employment Agreement, termination of Mr. Shabahang by the Company without Cause or resignation by Mr. Shabahang for Good Reason and a Change of Control (as defined in the Shabahang Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Mr. Shabahang in connection to such termination. Upon such termination, Mr. Shabahang will be entitled to receive any Accrued Compensation, and subject to Mr. Shabahangs execution of an irrevocable release, receive: (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the product of two times Mr. Shabahangs salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Mr. Shabahangs medical insurance premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award would otherwise expire). The Shabahang Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Mr. Shabahang. To the extent any of the payments or benefits provided for under the Shabahang Employment Agreement or any other agreement or arrangement between Mr. Shabahang and the Company (collectively, the Payments), (a) constitute an excess parachute payment within the meaning of Section 280G (Section 280G) of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (Section 4999), then the Company will pay or provide the greater (whichever gives Mr. Shabahang the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. *Rowena Albanna, Chief Operating Officer* On November 14, 2021, the Company entered into a new employment agreement (the Rowena Employment Agreement) with the Companys Chief Operating Officer, Rowena Albanna, pursuant to which Ms. Albanna will continue to serve as the Companys Chief Operating Officer until the date upon which Ms. Albannas employment may be terminated in accordance with the terms of the Rowena Employment Agreement. 67 The term of Ms. Albannas engagement under the Rowena Employment Agreement commences as of the Effective Date (as defined in the Rowena Employment Agreement) and continues until November 14, 2023, unless earlier terminated in accordance with the terms of the Rowena Employment Agreement. The term of Ms. Albannas Employment Agreement is automatically renewed for successive one (1) year periods until terminated by Ms. Albanna or the Company. Pursuant to the Rowena Employment Agreement, Ms. Albanna will receive: (i) a base salary at the annual rate of $210,000 for the remainder of calendar year 2021 and effective January 1, 2022, $325,000 (prorated for any partial year) payable in bimonthly installments, and (ii) eligible to earn an annual discretionary bonus with a target amount of 40% of Base Compensation, which is based on the achievement of performance objectives, which will be determined by the Board and Compensation Committee. In addition, for calendar year 2021, Ms. Albanna will be eligible to earn an additional discretionary bonus as determined by the Company. Under the Rowena Employment Agreement, termination of Ms. Albanna by the Company for Cause, Death, or Disability, (as such terms are defined in the Rowena Employment Agreement), or resignation by Ms. Albanna for Good Reason (as defined in the Rowena Employment Agreement), will not require the Company to pay severance to Ms. Albanna. Upon any such termination, Ms. Albanna will be entitled to receive any Accrued Compensation (as defined in the Rowena Employment Agreement), which in the case of termination by the Company for Cause or resignation by Ms. Albanna for Good Reason will not include payment of pro rata bonus;*provided*,*however*, if termination of Ms. Albanna by the Company without Cause or resignation by Ms. Albanna for Good Reason (as such terms are defined in the Rowena Employment Agreement), then under the Rowena Employment Agreement will require the Company to pay severance to Ms. Albanna. Upon any such termination, Ms. Albanna will be entitled to receive any Accrued Compensation and, subject to Ms. Albannas execution of an irrevocable release, receive: (i) on the sixtieth day (60th) day following termination, a lump sum amount equal to twelve (12) months base salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement to Ms. Albannas medical insurance premiums for a period of twelve (12) months following the date of termination; and (iii) cause any equity awards granted prior to the Effective Date (as defined in the Rowena Employment Agreement), that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. Notwithstanding the foregoing, under the Rowena Employment Agreement, termination of Ms. Albanna by the Company without Cause or resignation by Ms. Albanna for Good Reason and a Change of Control (as defined in the Rowena Employment Agreement) of the Company occurs within six (6) months after such termination, or within twenty-four (24) months prior to such termination, the Company will pay severance to Ms. Albanna in connection to such termination. Upon such termination, Ms. Albanna will be entitled to receive any Accrued Compensation, and subject to Ms. Albannas execution of an irrevocable release, receive: (i) on the sixtieth (60th) day of termination, a lump sum cash-payment equal to the sum of (A) the product of two times Ms. Albannas salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Ms. Albannas Target Bonus; (ii) provide reimbursement to Ms. Albannas medical insurance premiums for a period of twenty-four (24) months following the date of termination; and (iii) notwithstanding any provision of any stock incentive plan, stock option agreement, realization bonus, restricted stock agreement or other agreement relating to capital stock of the Company, cause any equity awards granted prior to the that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable for twenty-four (24) months (but not later than when the award would otherwise expire). The Rowena Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for twelve (12) months following any cessation of employment with respect to Ms. Albanna. To the extent any of the payments or benefits provided for under the Rowena Employment Agreement or any other agreement or arrangement between Ms. Albanna and the Company (collectively, the Payments), (a) constitute an excess parachute payment within the meaning of Section 280G (Section 280G) of the Internal Revenue Code of 1986, as amended and restated (the Code), and (b) would otherwise be subject to the excise tax imposed by Section 4999 of the Code (Section 4999), then the Company will pay or provide the greater (whichever gives Ms. Albanna the highest net after-tax amount) of (i) all of the Payments or (ii) the portion of Payments not in excess of the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999. *Christopher J. Porcelli, General Counsel, Chief People Officer and Corporate Secretary* On September 30, 2025, the Company entered into an offer letter (the Porcelli Letter) with the Companys General Counsel, Chief People Officer and Corporate Secretary, Christopher J. Porcelli, to serve as General Counsel, Chief People Officer and Corporate Secretary of the Company, effective September 30, 2025. The offer letter provides for, among other things, (i) an annual base salary of $350,000, (ii) at-will employment and eligibility to participate in the Companys employee benefit plans generally available to senior executives, and (iii) an initial equity award under the Companys equity incentive plan, subject to approval by the Compensation Committee, which is expected to vest over three years, subject to continued service. The Porcelli Letter is filed herewith as Exhibit 10.212. 68 **Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters** The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 31, 2026 (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) our executive officers and (iv) all directors and executive officers as a group. Shares are beneficially owned when an individual has voting and/or investment power over the shares or could obtain voting and/or investment power over the shares within 60 days of March 31, 2026. Except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Aditxt, Inc., 2569 Wyandotte Street, Suite 101, Mountain View, CA 94043. **** | | | Number of shares of Common Stock Beneficially Owned | | | Percentage | | | | Directors and Officers: | | | | | | | | | Amro Albanna (1) | | | 3 | | | | * | % | | | Shahrokh Shabahang, D.D.S., MS, Ph.D. (2) | | | 7 | | | | * | % | | | Corinne Pankovcin (3) | | | 1 | | | | * | % | | | Rowena Albanna (4) | | | 2 | | | | * | % | | | Brian Brady (5) | | | 4 | | | | * | % | | | Thomas J. Farley (6) | | | 2 | | | | * | % | | | Charles Nelson (7) | | | 2 | | | | * | % | | | Sylvia Hermina | | | - | | | | * | % | | | Christopher Porcelli | | | - | | | | * | % | | | All directors and executive officers as a group (9 persons) | | | 21 | | | | * | % | | | * | Less than 1% | | | (1) | Includes (i) 1 shares issuable pursuant to options that are fully vested; (ii) 1 share beneficially owned by the Albanna Family Trust, of which Mr. Albanna is the Trustee and (iii) 1 share directly owned by Mr. Albanna;. Mr. Albanna may be deemed to beneficially own the securities held by his wife Rowena Albanna, the Companys Chief Operating Officer. | | | (2) | Includes (i) 1 shares issuable pursuant to options that are fully vested; (ii) 4 shares beneficially owned by the Shabahang-Hatami Family Trust of which Shahrokh Shabahang, D.D.S., MS, Ph.D. is the Trustee and (iii) 2 shares directly owned by Mr. Shabahang. | | | (3) | Includes 1 shares issuable pursuant to options that are fully vested. | | | (4) | Includes (i) 1 shares held directly by Ms. Albanna and (ii) 1 shares issuable pursuant to options that are fully vested. Ms. Albanna may be deemed to beneficially own the securities held by her husband Amro Albanna, the Companys Chief Executive Officer. | | | (5) | Includes(i) 3 shares held directly by Mr. Brady; and (ii) 1 share issuable pursuant to options that are fully vested. | | | (6) | Includes(i) 1 share held directly by Mr. Farley and (ii) 1 shares issuable pursuant to options that are fully vested. | | | (7) | Includes(i) 1 share held by Siu Kim Athle International, LLC., over which Mr. Nelson has voting and dispositive control and (ii) 1 share issuable pursuant to options that are fully vested. | | **Item13. Certain Relationships and Related Transactions, and Director Independence** Except as described below and except for employment arrangements which are described under executive compensation, during our fiscal years ended December 31, 2025 and December 31, 2024, there has not been, nor is there currently proposed, other than described below, any transaction in which we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at December31, 2025 and 2024, and any of our directors, executive officers, holders of more than 5% of our Common Stock or any immediate family member of any of the foregoing had or will have a direct or indirect material interest. On May 22, 2025 Amro Albanna, the Chief Executive Officer of the Company, loaned $233,000 to the Company. The loan was evidenced by an unsecured promissory note (the May 22nd Note). Pursuant to the terms of the May 22nd Note, it will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of November 22, 2025 or an event of default, as defined therein. As of December 31, 2025, the May 22nd Note was fully paid off. 69 On February 15, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $205,000 to the Company. The loan was evidenced by an unsecured promissory note (the February 15th Note). Pursuant to the terms of the February Note, it will accrue interest at the Prime rate of eight and one-half percent (8.5%) per annum and is due on the earlier of August 15, 2024 or an event of default, as defined therein. As of December 31, 2025, the February 15th Note was fully paid off. **Review, Approval and Ratification of Related Party Transactions** Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction. **Item14. Principal Accounting Fees and Services** dbbmckennon acted as the Companys independent registered public accounting firm for the years ended December 31, 2025 and 2024 and for the interim periods in such fiscal years. The following table shows the fees that were incurred by the Company for audit and other services provided by dbbmckennon for the years ended December 31, 2025 and 2024. | | | Year Ended December31, 2025 | | | Year Ended December31, 2024 | | | | Audit Fees(a) | | $ | 247,203 | | | $ | 122,753 | | | | Tax Fees(b) | | | - | | | | - | | | | Other Fees(c) | | | 20,000 | | | | 53,250 | | | | Total | | $ | 267,203 | | | $ | 176,003 | | | | (a) | Audit fees represent fees for professional services provided in connection with the audit of the Companys annual financial statements and the review of its financial statements included in the Companys Quarterly Reports on Form10-Qand services that are normally provided in connection with statutory or regulatory filings. | | | (b) | Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning. | | | (c) | Other fees represent fees related to our filing of certain Registration Statements. | | 70 **PART IV** **Item 15. Exhibits, Financial Statement Schedules.** | (a) | The following documents are filed as part of this report: | | | (1) | Financial Statements: | | | Report of Independent Registered Public Accounting Firm | | F-2 | | | Consolidated Balance Sheets | | F-3 | | | Consolidated Statements of Operations | | F-4 | | | Consolidated Statements of Changes in Stockholders Equity | | F-5 | | | Consolidated Statements of Cash Flows | | F-7 | | | Notes to Consolidated Financial Statements | | F-8 | | | (2) | Financial Statement Schedules: | | All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. 71 **** | (3) | Exhibits. | | **EXHIBIT INDEX** | ExhibitNo. | | Description | | | 1.1 | | At The Market Offering Agreement dated December 20, 2022 between Aditxt, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 20, 2022) | | | 2.1 | | Share Exchange Agreement, dated as of December 28, 2021 by and between AiPharma Group Ltd. and Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 28, 2021) | | | 2.2 | | Amendment to Share Exchange Agreement by and between AiPharma Group Ltd. and Aditxt, Inc. (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on May 16, 2022) | | | 2.3 | | Second Amendment to Share Exchange Agreement by and between AiPharma Group Ltd. and Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 16, 2022) | | | 2.4 | | Arrangement Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of April 1, 2024(incorporated by reference to the Registrants Current Report on Form 8-K filed on April 4, 2024) | | | 2.5 | | Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of July 1, 2024(incorporated by reference to the Registrants Current Report on Form 8-K filed on July 8, 2024) | | | 2.6 | | Second Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of July 1, 2024(incorporated by reference to the Registrants Current Report on Form 8-K filed on July 22, 2024) | | | 2.7 | | Third Amending Agreement between Appili Therapeutics, Inc., Aditxt, Inc. and Adivir, Inc. dated as of August 20, 2024(incorporated by reference to the Registrants Current Report on Form 8-K filed on August 21, 2024) | | | 3.1 | | Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 3.2 | | Certificate of Amendment, dated June 29, 2020 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020) | | | 3.3 | | Amended and Restated Bylaws (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 3.4 | | Certificate of Designation Series A Preferred Stock (incorporated by reference to the Registrants Registration Statement on Form S-1 (File No. 333-248491) | | | 3.5 | | Certificate of Amendment, filed with the Secretary of State of the State of Delaware on May 24, 2021 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 25, 2021) | | | 3.6 | | Certificate of Amendment, dated July 6, 2021 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 8, 2021) | | | 3.7 | | Amendment No. 1 to Amended and Restated Bylaws of Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 8, 2022) | | | 3.8 | | Certificate of Designation of Series B Preferred Stock, dated July 19, 2022 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 20, 2022) | | | 3.9 | | Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 14, 2022) | | | 3.10 | | Certificate of Designation for Series A-1 Preferred Stock (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 26, 2023) | | | 3.11 | | Certificate of Designation for Series B-1 Preferred Stock (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 30, 2024) | | | 3.12 | | Certificate of Designation for Series B-2 Preferred Stock (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 2, 2024) | | | 3.13 | | Certificate of Designation for Series C-1 Preferred Stock (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 8, 2024) | | | 3.14 | | Certificate of Designation for Series D-1 Preferred Stock (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 8, 2024) | | | 3.15 | | Certificate of Amendment to Certificate of Incorporation filed and effective with the Delaware Secretary of State on August 8, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 8, 2024) | | | 3.16 | | Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on October 3, 2024) | | | 3.17 | | Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 12, 2025) | | | 3.18 | | Certificate of Amendment to Certificate of Incorporation of Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on October 31, 2025) | | 72 | 4.1 | | Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 25, 2021) | | | 4.2 | | Form the Companys common stock certificate (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 4.3 | | Form of Series A-1 Warrant Agent Agreement (including the terms of the Series A-1 Warrant) (incorporated by reference to the Registrants Registration Statement on Form S-1 (File No. 333-248491) | | | 4.4 | | Form of Series B-1 Warrant Agent Agreement (including the terms of the Series B-1 Warrant) (incorporated by reference to the Registrants Registration Statement on Form S-1 (File No. 333-248491) | | | 4.5 | | Form of Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 30, 2021) | | | 4.6 | | Form of Warrant (July 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 9, 2024) | | | 4.7 | | Form of Amendment to Common Stock Purchase Warrants (July 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 9, 2024) | | | 4.8 | | Form of Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 18, 2024) | | | 4.9 | | Form of Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 8, 2024) | | | 4.10 | | Form of Pre-Funded Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 9, 2024) | | | 4.11 | | Form of Placement Agent Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 9, 2024) | | | 4.12 | | Form of Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 25, 2025) | | | 10.1 | | Form of Promissory Note issued to Sekris Biomedical, Inc. (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.2 | | Warrant, dated March 8, 2018, issued to Sekris Biomedical, Inc. (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.3 | | Form of Private Placement Subscription Agreement (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.4 | | Patent Licensing Agreement, dated February 3, 2020 (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.5 | | Patent and Technology License Agreement, dated March 15, 2018 between Loma Linda University and Aditx Therapeutics, Inc. (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.6 | | Amendment Agreement to the Patent and Technology License Agreement, dated July 1, 2020 by and between Loma Linda University and Aditx Therapeutics, Inc. (incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020) | | | 10.7 | | 2017 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | 73 | 10.8 | | Consulting Agreement, dated March 1, 2018 between Aditx Therapeutics, Inc. and Canyon Ridge Development LLC d/b/a Mission Critical Solutions International (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.9 | | Form of July 2018 Securities Purchase Agreement (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.10 | | Form of July 2018 Note (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.11 | | Form of April 2018 Promissory Note (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.12 | | Form of March 2019 Promissory Note (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.13 | | Form of October 2019 Securities Purchase Agreement (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.14 | | Form of October 2019 Note (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.15 | | Form of January 2020 Note Purchase Agreement (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.16 | | Form of January 2020 Private Placement Promissory Note (incorporated by reference to the Registrants Registration Statement on Form S-1/A (File No. 333-235933) | | | 10.17 | | Consulting Agreement by and between the Company and Salveo Diagnostics, Inc., dated November 18, 2020 (incorporated by reference to the Registrants Current Report on Form 8-K filed on November 23, 2020) | | | 10.18 | | Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 26, 2021) | | | 10.19 | | Form of Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 26, 2021) | | | 10.20 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 26, 2021) | | | 10.21 | | Form of Registration Rights Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 26, 2021) | | | 10.22 | | Employment Agreement, dated as of February 24, 2021, by and between the Company and Amro Albanna (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 26, 2021) | | | 10.23 | | 2021 Omnibus Equity Incentive Plan (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 26, 2021) | | | 10.24 | | Lease Agreement, dated as of May 4, 2021, by and between LS Biotech Eight, LLC as Landlord, and Aditxt Therapeutics, Inc., as Tenant (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 10, 2021) | | | 10.25 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 30, 2021) | | | 10.26 | | Placement Agency Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 30, 2021) | | | 10.27 | | Form of Placement Agent Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 30, 2021) | | | 10.28 | | Waiver and Defeasance Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 30, 2021) | | | 10.29 | | Secured Credit Agreement, dated as of August 27, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.30 | | Security Agreement, dated as of August 27, 2021 by and between AiPharma Asia Limited and the Company (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.31 | | Security Agreement, dated as of August 27, 2021 by and between AiPharma Limited and the Company (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.32 | | Security Agreement AiPharma Limited and Aditxt (BVI Law) (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | 74 | 10.33 | | Floating Charge (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.34 | | Transaction Agreement, dated as of October 4, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.35 | | First Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 18, 2021 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.36 | | Second Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 27, 2021(incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.37 | | Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Amro Albanna, Chief Executive Officer (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.38 | | Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Corinne Pankovcin, President and Secretary (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.39 | | Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Thomas Farley, Chief Financial Officer (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.40 | | Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Shahrokh Shabahang, Chief Innovation Officer (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.41 | | Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Rowena Albanna, Chief Operating Officer (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021) | | | 10.42 | | Form of Warrant Reduction and Release Agreement dated as of November 24, 2021 (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.43 | | First Amendment to Transaction Agreement dated November 30, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.44 | | Third Amendment to Secured Credit Agreement dated November 30, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.45 | | Second Amendment to Transaction Agreement dated December 7, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.46 | | Secured Credit Agreement, dated as of December 8, 2021, by and among the Company and the Target Company (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.47 | | Third Amendment to Transaction Agreement dated December 17, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.48 | | Fifth Amendment to Secured Credit Agreement dated December 22, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.49 | | Sixth Amendment to Secured Credit Agreement dated December 28, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.50 | | Employment Agreement between Aditxt, Inc. and Matthew Shatzkes, Chief Legal Officer and General Counsel (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.51 | | Forbearance Agreement and Seventh Amendment to Secured Credit Agreement dated as of February 14, 2022 by and among the Company, Cellvera Global Holdings LLC, Cellvera Holdings Ltd., Cellvera Asia Limited (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | 75 | 10.52 | | Fourth Amendment to Transaction Agreement dated December 22,2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrants Annual Report on Form 10-K filed on March 31, 2022) | | | 10.53 | | Series C Warrant Agent Agreement (incorporated by reference to the Registrants Annual Report on Form 10-K/A filed on April 15, 2022) | | | 10.54 | | Form of Placement Agent Warrant dated January 25, 2021 (incorporated by reference to the Registrants Annual Report on Form 10-K/A filed on April 15, 2022) | | | 10.55 | | Forbearance Agreement and Eighth Amendment to Secured Credit Agreement dated as of March 31, 2022 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on May 16, 2022) | | | 10.56 | | Security Agreement between Cellvera Holdings and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on May 16, 2022) | | | 10.57 | | Security Agreement between Cellvera Development LLC and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on May 16, 2022) | | | 10.58 | | Security Agreement between Cellvera Global Holdings and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on May 16, 2022) | | | 10.59 | | Amended and Restated Security Agreement between Cellvera Asia Limited and Aditxt, Inc. dated as of March 31, 2022 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on May 16, 2022) | | | 10.60 | | Revenue Sharing Agreement by and among Aditxt, Inc., Cellvera Global Holdings LLC and Cellvera Asia Limited dated as of March 31, 2022 (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on May 16, 2022) | | | 10.61 | | Form of Agreement for the Purchase and Sale of Future Receipts (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 3, 2022) | | | 10.62 | | Amendment No. 1 to Series C Warrant Agent Agreement dated June 15, 2022 (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 15, 2022) | | | 10.63 | | Inducement Offer to Exercise Series C Common Stock Purchase Warrants (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 15, 2022) | | | 10.64 | | Form of New Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 15, 2022) | | | 10.65 | | Form of Placement Agent Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 15, 2022) | | | 10.66 | | Subscription and Investment Representation Agreement, dated July 19, 2022 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 20, 2022) | | | 10.67 | | Unsecured Promissory Note dated July 21, 2022 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 26, 2022) | | | 10.68 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 10, 2022) | | | 10.69 | | Form of August 2022 Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 10, 2022) | | | 10.70 | | Form of August 2022 Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 10, 2022) | | | 10.71 | | Form of Registration Rights Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 10, 2022) | | | 10.72 | | Form of Security Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 10, 2022) | | | 10.73 | | Form of First Amendment and Waiver effective as of August 31, 2022 (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 7, 2022) | | | 10.74 | | Form of Warrant (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 7, 2022) | | | 10.75 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Registration Statement on Form S-1 filed on September 15, 2022) | | | 10.76 | | Form of Warrant (incorporated by reference to the Registrants Registration Statement on Form S-1 filed on September 15, 2022) | | | 10.77 | | Form of Placement Agents Warrant (incorporated by reference to the Registrants Registration Statement on Form S-1 filed on September 15, 2022) | | | 10.78 | | Form of Pre-Funded Warrant (incorporated by reference to the Registrants Registration Statement on Form S-1 filed on September 15, 2022) | | 76 | 10.79 | | Amendment No. 2 to Series C Warrant Agent Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 23, 2022) | | | 10.80 | | Form of Amended and Restated Unit Purchase Option (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 23, 2022) | | | 10.81 | | Form of Consulting Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 21, 2023) | | | 10.82 | | Form of Business Loan and Security Agreement dated April 4, 2023(incorporated by reference to the Registrants Current Report on Form 8-K filed on April 7, 2023) | | | 10.83 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 24, 2023) | | | 10.84 | | Form of Unsecured Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 25, 2023) | | | 10.85 | | Form of Business Loan and Security Agreement, dated April 24, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 25, 2023) | | | 10.86 | | Form of Agreement for the Purchase and Sale of Future Receipts (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 31, 2023) | | | 10.87 | | Unsecured Promissory Note dated May 25, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 31, 2023) | | | 10.88 | | Form of Unsecured Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 16, 2023) | | | 10.89 | | At The Market Offering Agreement dated December 20, 2022 between Aditxt, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 20, 2022) | | | 10.90 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 7, 2023) | | | 10.91 | | Form of Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 7, 2023) | | | 10.92 | | Form of Security Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 7, 2023) | | | 10.93 | | Form of Registration Rights Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 7, 2023) | | | 10.94 | | Form of Business Loan and Security Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 7, 2023) | | | 10.95 | | Subscription and Investment Representation Agreement, dated July 11, 2023, by and between Aditxt, Inc., and the purchaser signatory thereto (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 14, 2023) | | | 10.96 | | Separation Agreement and General Release by and between Matthew Shatzkes and Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 27, 2023) | | | 10.97 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 28, 2023) | | | 10.98 | | Form of Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 28, 2023) | | | 10.99 | | Form of Security Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 28, 2023) | | | 10.100 | | Form of Registration Rights Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 28, 2023) | | | 10.101 | | Amendment to Separation Agreement and General Release dated August 15, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 21, 2023) | | | 10.102 | | Form of Business Loan and Security Agreement dated August 23, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 28, 2023) | | | 10.103 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 6, 2023) | | | 10.104 | | Form of Registration Rights Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 6, 2023) | | 77 | 10.105 | | Form of Business Loan and Security Agreement dated November 7, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on November 9, 2023) | | | 10.106 | | Form of Unsecured Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 1, 2023) | | | 10.107 | | Form of Unsecured Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 8, 2023) | | | 10.108 | | Assignment Agreement dated as of December 11, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 12, 2023) | | | 10.109 | | Form of December 2023 Secured Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 12, 2023) | | | 10.110 | | Form of September 2024 Secured Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 12, 2023) | | | 10.111 | | Form of Royalty Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 12, 2023) | | | 10.112 | | IP Security Agreement dated December 11, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 12, 2023) | | | 10.113 | | Security Agreement dated December 11, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 12, 2023) | | | 10.114 | | Form of Consulting Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 22, 2023) | | | 10.115 | | Form of Unsecured Promissory Note dated December 20, 2023 (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 22, 2023) | | | 10.116 | | Exchange Agreement, dated December 22, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 26, 2023) | | | 10.117 | | Registration Rights Agreement, dated December 22, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrants Current Report on Form 8-K filed on December 26, 2023) | | | 10.118 | | Exchange Agreement, dated December 28, 2023 by and between the Company and the holders signatory thereto (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 2, 2024) | | | 10.119 | | Form of Voting Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 2, 2024) | | | 10.120 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 5, 2024) | | | 10.121 | | Form of Registration Rights Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 5, 2024) | | | 10.122 | | Form of Amendment No. 1 to January 2024 Secured Notes (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 5, 2024) | | | 10.123 | | Form of Amendment No. 2 to January 2024 Secured Notes (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 5, 2024) | | | 10.124 | | Form of Amendment No. 1 to September 2024 Secured Notes (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 5, 2024) | | | 10.125 | | First Amendment to Asset Purchase Agreement dated January 4, 2024 by and among Aditxt, Inc., Pearsanta, Inc. and MDNA Life Sciences, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 9, 2024) | | | 10.126 | | First Amendment to Agreement and Plan of Merger dated as of January 8, 2024, by and among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 9, 2024) | | | 10.127 | | Form of Business Loan and Security Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 30, 2024) | | | 10.128 | | Assignment Agreement dated January 24, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 30, 2024) | | | 10.129 | | Form of Securities Purchase Agreement dated January 24, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 30, 2024) | | 78 | 10.130 | | Patent Assignment dated January 24, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 30, 2024) | | | 10.131 | | Form of Voting Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on January 30, 2024) | | | 10.132 | | Second Amendment to Agreement and Plan of Merger dated as of January 8, 2024, by and among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 2, 2024) | | | 10.133 | | Form of Amendment No. 3 to January 2024 Secured Notes (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 6, 2024) | | | 10.144 | | Form of Amendment No. 2 to September 2024 Secured Notes (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 6, 2024) | | | 10.145 | | Form of Unsecured Promissory Note dated February 7, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 9, 2024) | | | 10.146 | | Unsecured Promissory Note dated February 15, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 16, 2024) | | | 10.147 | | Engagement Letter dated February 16, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 21, 2024) | | | 10.148 | | Assignment Agreement dated as of February 26, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 29, 2024) | | | 10.149 | | Form of Amendment No. 4 to January 2024 Secured Notes (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 29, 2024) | | | 10.150 | | Payoff Letter dated February 26, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on February 29, 2024) | | | 10.151 | | Form of Unsecured Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 1, 2024) | | | 10.152 | | Third Amendment to Agreement and Plan of Merger dated as of February 29, 2024, by and among Aditxt, Inc., Adicure, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 4, 2024) | | | 10.153 | | Unsecured Promissory Note dated March 7, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 11, 2024) | | | 10.154 | | Unsecured Promissory Note dated April 10, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 12, 2024) | | | 10.155 | | Reinstatement and Fourth Amendment to the Merger Agreement dated May 2, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K/A filed on May 3, 2024) | | | 10.156 | | Common Stock Purchase Agreement dated as of May 2, 2024 by and among Aditxt, Inc. and the Investor (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 7, 2024) | | | 10.157 | | Registration Rights Agreement dated as of May 2, 2024 by and between the Investor and Aditxt, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 7, 2024) | | | 10.158 | | Form of Securities Purchase Agreement dated as of May 2, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 8, 2024) | | 79 | 10.159 | | Form of Registration Rights Agreement dated as of May 2, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 8, 2024) | | | 10.160 | | Unsecured Promissory Note dated May 9, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 13, 2024) | | | 10.161 | | Form of Senior Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 22, 2024) | | | 10.162 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 28, 2024) | | | 10.163 | | Form of Senior Note (May 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 28, 2024) | | | 10.164 | | Unsecured Promissory Note dated June 20, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 25, 2024) | | | 10.165 | | Form of Securities Purchase Agreement (July 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 9, 2024) | | | 10.166 | | Form of Senior Note (July 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 9, 2024) | | | 10.167 | | Amended and Restated Agreement and Plan of Merger among Aditxt, Inc., Adifem, Inc. f/k/a Adicure, Inc. and Evofem Biosciences, Inc. dated as of July 12, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 18, 2024) | | | 10.168 | | Waiver Agreement by and between Evofem Biosciences, Inc., Aditxt, Inc. and Adifem, Inc. dated July 12, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 18, 2024) | | | 10.169 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 18, 2024) | | | 10.170 | | Form of Senior Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 18, 2024) | | | 10.171 | | Securities Purchase Agreement by and among Evofem Biosciences, Inc. and Aditxt, Inc. dated July 12, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 18, 2024) | | | 10.172 | | Registration Rights Agreement by and among Evofem Biosciences, Inc. and Aditxt, Inc. dated July 12, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 18, 2024) | | | 10.173 | | Exchange Agreement dated August 7, 2024 (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 8, 2024) | | | 10.174 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 9, 2024) | | | 10.175 | | Form of Lock-Up Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 9, 2024) | | | 10.176 | | Form of Securities Purchase Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 13, 2024) | | | 10.177 | | Form of Registration Rights Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 13, 2024) | | | 10.178 | | Amendment No. 1 to Amended and Restated Merger Agreement (incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed on August 19, 2024) | | | 10.179 | | Form of Waiver to Senior Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 28, 2024) | | | 10.180 | | Form of Letter Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on August 28, 2024) | | | 10.181 | | Amendment No. 2 to Amended and Restated Agreement and Plan of Merger dated as of September 6, 2024, by and among Aditxt, Inc., Adifem, Inc. and Evofem Biosciences, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 6, 2024) | | | 10.182 | | Form of Senior Note (September 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 23, 2024) | | 80 | 10.183 | | Form of Securities Purchase Agreement (September 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 23, 2024) | | | 10.184 | | Form of Registration Rights Agreement (September 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 23, 2024) | | | 10.185 | | Market Development and Collaboration Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on September 23, 2024) | | | 10.186 | | Amendment No. 3 to Amended and Restated Merger Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on October 3, 2024) | | | 10.187 | | Form of Securities Purchase Agreement (Oct 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on October 3, 2024) | | | 10.188 | | Form of Registration Rights Agreement (Oct 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on October 3, 2024) | | | 10.189 | | Form of Securities Purchase Agreement (Oct 28, 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on October 30, 2024) | | | 10.190 | | Form of Registration Rights Agreement (Oct 28, 2024) (incorporated by reference to the Registrants Current Report on Form 8-K filed on October 30, 2024) | | | 10.191 | | Amendment No. 4 to Amended and Restated Merger Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on November 19, 2024) | | | 10.192 | | Settlement Agreement dated March 5, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 6, 2025) | | | 10.193 | | Form of Promissory Note (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 6, 2025) | | | 10.194 | | Amendment No. 5 to Amended and Restated Merger Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on March 24, 2025) | | | 10.195 | | Securities Purchase Agreement by and between Evofem Biosciences, Inc. and Aditxt, Inc. dated April 9, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 9, 2025) | | | 10.196 | | Form of Senior Subordinated Convertible Note of Evofem Biosciences, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 9, 2025) | | | 10.197 | | Form of Warrant of Evofem Biosciences, Inc. (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 9, 2025) | | | 10.198 | | Waiver Agreement by and between Evofem Biosciences, Inc., Aditxt, Inc. and Adifem, Inc. dated April 8, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 9, 2025) | | | 10.199 | | Call Option Agreement by and among Aditxt, Inc., Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology fund DE, L.P., and Evofem Biosciences, Inc. dated April 10, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 15, 2025) | | | 10.200 | | Form of Senior Note (April 2025) (incorporated by reference to the Registrants Current Report on Form 8-K filed on April 25, 2025) | | | 10.201 | | Securities Purchase Agreement dated May 9, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 15, 2025) | | 81 | 10.202 | | Senior Secured Note, dated May 9, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 15, 2025) | | | 10.203 | | Form of Forbearance Agreement (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 15, 2025) | | | 10.204 | | Unsecured Promissory Note dated May 22, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on May 27, 2025) | | | 10.205 | | Unsecured Promissory Note dated June 5, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 9, 2025) | | | 10.206 | | Form of Unsecured Promissory Note dated June 20, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on June 25, 2025) | | | 10.207 | | Form of Senior Note (June 2025) (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 1, 2025) | | | 10.208 | | Securities Purchase Agreement by and between Evofem Biosciences Inc. and Aditxt, Inc. dated June 26, 2025 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 1, 2025) | | | 10.209 | | Form of Senior Subordinated Convertible Note of Evofem Biosciences, Inc. (June 2025) (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 1, 2025) | | | 10.210 | | Form of Warrant of Evofem Biosciences, Inc. (June 2025) (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 1, 2025) | | | 10.211 | | Amendment No. 6 to Amended and Restated Merger Agreement | | | 10.212 | | Officer Letter with Christopher . Porcelli dated September 30, 2025 | | | 23.1 | | Consent of dbbmckennon, independent registered public accounting firm | | | 31.1 | | Certification of Principal Executive Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | 31.2 | | Certification of Principal Financial and Accounting Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | 32.1 | | Certification of the Principal Executive, Financial, and Accounting Officers under Section 906 of the Sarbanes-Oxley Act of 2002 | | | 97.1 | | Clawback Policy (incorporated by reference to the Registrants Annual Report on Form 10-K filed on April 16, 2024) | | | 101.INS | | Inline XBRL Instance Document. | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | 82 **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 thereunto duly authorized on this31stday of March 2026. | | Aditxt, Inc. | | | | | | | | By: | /s/ Amro Albanna | | | | | Name: | Amro Albanna | | | | | Title: | Chief Executive Officer | | **POWER OF ATTORNEY** KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amro Albanna and Thomas J. Farley, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place, or stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Amro Albanna | | Chief Executive Officer | | March 31, 2026 | | | Amro Albanna | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Thomas J. Farley | | Chief Financial Officer | | March 31, 2026 | | | Thomas J. Farley | | (Principal Financial and Accounting Officer) | | | | | | | | | | | | /s/ Brian Brady | | Director | | March 31, 2026 | | | Brian Brady | | | | | | | | | | | | | | /s/ Sylvia Hermina | | Director | | March 31, 2026 | | | Sylvia Hermina | | | | | | | | | | | | | | /s/ Charles Nelson | | Director | | March 31, 2026 | | | Charles Nelson | | | | | | | | | | | | | | /s/ Shahrokh Shabahang | | Chief Innovation Officer and Director | | March 31, 2026 | | | Shahrokh Shabahang | | | | | | 83 **** **ADITXT, INC.** **CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** | | | Page | | | Report of Independent Registered Public Accounting Firm (PCAOB ID#3501) | | F-2 | | | Consolidated Balance Sheets | | F-3 | | | Consolidated Statements of Operations | | F-4 | | | Consolidated Statements of Stockholders Equity | | F-5 | | | Consolidated Statements of Cash Flows | | F-7 | | | Consolidated Notes to Financial Statements | | F-8 | | F-1 **PART I - FINANCIAL INFORMATION** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** To the Board of Directors and Stockholders of Aditxt, Inc. **** **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheets of Aditxt, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders equity, and cash flows, for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. **** **Going Concern** **** The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Companys net losses and negative cash flow from operations, raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** **** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. | /s/ dbbmckennon | | | | | | | | We have served as the Companys auditor since 2018. | | | | | | | | San Diego, California | | | | March 31, 2026 | | | **** F-2 **Item 1. Financial Statements** **ADITXT, INC.** **CONSOLIDATED BALANCE SHEETS** | | | December31, | | | December31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | CURRENT ASSETS: | | | | | | | | | Cash | | $ | 3,198,599 | | | $ | 833,031 | | | | Accounts receivable, net | | | - | | | | 43,435 | | | | Inventory | | | 5,774 | | | | 11,245 | | | | Prepaid expenses | | | 617,362 | | | | 3,379 | | | | Subscription receivable | | | - | | | | 1,108,751 | | | | TOTAL CURRENT ASSETS | | | 3,821,735 | | | | 1,999,841 | | | | | | | | | | | | | | | Fixed assets, net | | | 880,241 | | | | 1,547,774 | | | | Intangible assets, net | | | 2,778 | | | | 6,111 | | | | Deposits | | | 61,586 | | | | 87,672 | | | | Right of use asset | | | 1,204,526 | | | | 1,225,781 | | | | Convertible notes receivable, at fair value | | | 3,899,859 | | | | - | | | | Investment in Evofem | | | 6,646,056 | | | | 27,277,211 | | | | TOTAL ASSETS | | $ | 16,516,781 | | | $ | 32,144,390 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | CURRENT LIABILITIES: | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 7,693,410 | | | $ | 13,212,239 | | | | Mandatorily Redeemable A-1 Preferred Stock (678 and 0shares) | | | 779,049 | | | | - | | | | Mandatorily Redeemable C-1 Preferred Stock (896 and 1,178 shares) | | | 1,030,667 | | | | 1,354,774 | | | | Stock payable | | | - | | | | 2,250,000 | | | | Notes payable, related party | | | - | | | | 115,000 | | | | Notes payable, net of discount | | | 1,855,445 | | | | 5,537,860 | | | | Financing on fixed assets | | | - | | | | 147,823 | | | | Deferred rent | | | 53,443 | | | | 106,075 | | | | Operating lease liability, current | | | 808,179 | | | | 683,352 | | | | TOTAL CURRENT LIABILITIES | | | 12,220,193 | | | | 23,407,123 | | | | | | | | | | | | | | | Operating lease liability, long term | | | 342,904 | | | | 436,354 | | | | Derivative liability | | | 2 | | | | 14,517 | | | | | | | | | | | | | | | TOTAL LIABILITIES | | | 12,563,099 | | | | 23,857,994 | | | | | | | | | | | | | | | COMMITMENTS AND CONTINGENCIES | | | - | | | | - | | | | | | | | | | | | | | | MEZZANINE EQUITY | | | | | | | | | | | Series C-1 Convertible Preferred stock, $0.001 par value, 10,853 shares authorized, zero and 7,195 shares issued and outstanding, respectively | | | - | | | | 7,195,000 | | | | TOTAL MEZZANINE EQUITY | | | - | | | | 7,195,000 | | | | | | | | | | | | | | | STOCKHOLDERS EQUITY | | | | | | | | | | | Preferred stock, $0.001par value,3,000,000shares authorized,zeroshares issued and outstanding, respectively | | | - | | | | - | | | | Series A-1 Convertible Preferred stock, $0.001par value,22,280shares authorized,20,864and22,071shares issued and outstanding, respectively | | | 21 | | | | 22 | | | | Series B Preferred stock, $0.001par value,1share authorized,zeroandzeroshares issued and outstanding, respectively | | | - | | | | - | | | | Series B-1 Convertible Preferred stock, $0.001par value,6,000shares authorized,2,689and2,689 shares issued and outstanding, respectively | | | 3 | | | | 3 | | | | Series B-2 Convertible Preferred stock, $0.001par value,2,625shares authorized,2,625and2,625shares issued and outstanding, respectively | | | 3 | | | | 3 | | | | Series C Preferred stock, $0.001par value,1share authorized,zeroandzeroshares issued and outstanding, respectively | | | - | | | | - | | | | Series D-1 Preferred stock, $0.001par value,4,186shares authorized,zeroandzero shares issued and outstanding, respectively | | | - | | | | - | | | | Common stock, $0.001par value,1,000,000,000and 100,000,000 shares authorized,411,500 and194 shares issued and411,499 and193shares outstanding, respectively | | | 412 | | | | 1 | | | | Treasury stock,1and1shares, respectively | | | (201,605 | ) | | | (201,605 | ) | | | Additional paid-in capital | | | 214,365,470 | | | | 169,970,721 | | | | Accumulated deficit | | | (209,808,770 | ) | | | (168,094,569 | ) | | | Accumulated other comprehensive income | | | 1,254,170 | | | | - | | | | TOTAL ADITXT, INC. STOCKHOLDERS EQUITY | | | 5,609,704 | | | | 1,674,576 | | | | | | | | | | | | | | | NON-CONTROLLING INTEREST | | | (1,656,022 | ) | | | (583,180 | ) | | | | | | | | | | | | | | TOTAL STOCKHOLDERS EQUITY | | | 3,953,682 | | | | 1,091,396 | | | | | | | | | | | | | | | TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS EQUITY | | $ | 16,516,781 | | | $ | 32,144,390 | | | See accompanying notes to the consolidated financial statements. F-3 **ADITXT, INC.** **CONSOLIDATED STATEMENTS OF OPERATIONS** | | | Year Ended | | | Year Ended | | | | | | December31, 2025 | | | December31, 2024 | | | | REVENUE | | | | | | | | | Sales | | $ | 3,195 | | | $ | 133,985 | | | | Cost of goods sold | | | 2,927 | | | | 627,474 | | | | Gross profit (loss) | | | 268 | | | | (493,489 | ) | | | | | | | | | | | | | | OPERATING EXPENSES | | | | | | | | | | | General and administrative expenses $0 and $33,071 in stock-based compensation, respectively | | | 15,974,863 | | | | 16,286,216 | | | | Research and development $10,000 and $6,712,663 in stock-based compensation, respectively | | | 3,194,133 | | | | 10,886,130 | | | | Sales and marketing $473,311 and $0 in stock-based compensation, respectively | | | 401,996 | | | | 197,863 | | | | Total operating expenses | | | 19,570,992 | | | | 27,370,209 | | | | | | | | | | | | | | | NET LOSS FROM OPERATIONS | | | (19,570,724 | ) | | | (27,863,698 | ) | | | | | | | | | | | | | | OTHER INCOME (EXPENSE) | | | | | | | | | | | Interest expense | | | (681,156 | ) | | | (4,188,725 | ) | | | Interest income | | | 200,179 | | | | 1,454 | | | | Amortization of debt discount | | | (1,706,697 | ) | | | (3,174,920 | ) | | | Gain (loss) on note exchange agreement | | | - | | | | (208,670 | ) | | | Change in fair value of derivative liability | | | 14,515 | | | | 414,501 | | | | Change in fair value of Evofem warrants | | | 2,806,983 | | | | - | | | | Impairment of Evofem F-1 Preferred Stock | | | (23,766,209 | ) | | | - | | | | Bargain purchase gain from purchase of Evofem convertible notes | | | 328,071 | | | | - | | | | Impairment of fixed assets | | | (412,005 | ) | | | - | | | | Total other expense | | | (23,216,319 | ) | | | (7,156,360 | ) | | | | | | | | | | | | | | Net loss before income taxes | | | (42,787,043 | ) | | | (35,020,058 | ) | | | Income tax provision | | | - | | | | - | | | | | | | | | | | | | | | NET LOSS | | $ | (42,787,043 | ) | | $ | (35,020,058 | ) | | | | | | | | | | | | | | Deemed Dividends | | | (1,387,250 | ) | | | (5,907,011 | ) | | | | | | | | | | | | | | NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | | | (1,072,842 | ) | | | (573,572 | ) | | | | | | | | | | | | | | NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES | | $ | (43,101,451 | ) | | $ | (40,353,497 | ) | | | | | | | | | | | | | | Net loss per share, basic and diluted | | $ | (1,153.83 | ) | | $ | (22,147,415.22 | ) | | | | | | | | | | | | | | Weighted average number of shares outstanding during the period, basic and diluted | | | 37,355 | | | | 2 | | | | | | | | | | | | | | | COMPREHENSIVE LOSS: | | | | | | | | | | | Net Loss | | $ | (42,787,043 | ) | | $ | (35,020,058 | ) | | | | | | | | | | | | | | Other Comprehensive Loss: | | | | | | | | | | | Change in valuation of Evofem note | | | 1,254,170 | | | | - | | | | | | | | | | | | | | | TOTAL COMPREHENSIVE LOSS | | $ | (41,532,873 | ) | | $ | (35,020,058 | ) | | See accompanying notes to the consolidated financial statements. F-4 **** **ADITXT, INC.** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY** **YEAR ENDED DECEMBER 31, 2025 AND 2024** **** | | | Preferred A-1 Shares | | | Preferred A-1 Shares Par | | | Preferred B-1 Shares | | | Preferred B-1 Shares Par | | | Preferred B-2 Shares | | | Preferred B-2 Shares Par | | | Common Shares Outstanding | | | Common Shares Par | | | Treasury Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Accumulated Other Comprehensive Income | | Non- Controlling Interest | | | Total Stockholders Equity | | | Preferred C-1 Shares | | | Redeemable Preferred C-1 | | | Total Mezzanine Equity | | | | BalanceDecember31,2024 | | | 22,071 | | | $ | 22 | | | | 2,689 | | | $ | 3 | | | | 2,625 | | | $ | 3 | | | | 193 | | | $ | 1 | | | $ | (201,605 | ) | | $ | 169,970,721 | | | $ | (168,094,569 | ) | | $ | - | | $ | (583,180 | ) | | $ | 1,091,396 | | | | 7,195 | | | $ | 7,195,000 | | | $ | 7,195,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for registered direct offering, net of issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 348,778 | | | | 352 | | | | - | | | | 17,846,356 | | | | - | | | | - | | | - | | | | 17,846,708 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares under ELOC, net of issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 55,218 | | | | 56 | | | | - | | | | 28,531,461 | | | | - | | | | - | | | - | | | | 28,531,517 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Redemption of C-1 preferred stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (917,069 | ) | | | - | | | | - | | | - | | | | (917,069 | ) | | | (4,932 | ) | | | (6,110,000 | ) | | | (6,110,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reclass of C-1 preferred stock to Mandatorily Redeemable Preferred Stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (163,440 | ) | | | - | | | | - | | | - | | | | (163,440 | ) | | | (2,263 | ) | | | (1,085,000 | ) | | | (1,085,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Acquisition of patent | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 10,000 | | | | - | | | | - | | | - | | | | 10,000 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Redemption of A-1 preferred stock | | | (529 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (308,000 | ) | | | - | | | | - | | | - | | | | (308,000 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Reclass of A-1 preferred stock to Mandatorily Redeemable Preferred Stock | | | (678 | ) | | | (1 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,079,046 | ) | | | - | | | | - | | | - | | | | (1,079,047 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrants issued for services | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 473,311 | | | | - | | | | - | | | - | | | | 473,311 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Rounding from reverse stock split | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 7,310 | | | | 3 | | | | - | | | | 1,176 | | | | - | | | | - | | | - | | | | 1,179 | | | | - | | | | - | | | | - | | | | Change in valuation of Evofem note | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,254,170 | | | - | | | | 1,254,170 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (41,714,201 | ) | | | - | | | (1,072,842 | ) | | | (42,787,043 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2025 | | | 20,864 | | | $ | 21 | | | | 2,689 | | | $ | 3 | | | | 2,625 | | | $ | 3 | | | | 411,499 | | | $ | 412 | | | $ | (201,605 | ) | | $ | 214,365,470 | | | $ | (209,808,770 | ) | | $ | 1,254,170 | | $ | (1,656,022 | ) | | $ | 3,953,682 | | | | - | | | $ | - | | | $ | - | | | See accompanying notes to theconsolidated financial statements. F-5 **ADITXT, INC.** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY** **YEAR ENDED DECEMBER 31, 2025 AND 2024** | | | Preferred A-1 Shares | | | Preferred A-1 Shares Par | | | Preferred B-1 Shares | | | Preferred B-1 Shares Par | | | Preferred B-2 Shares | | | Preferred B-2 Shares Par | | | Preferred D-1 Shares | | | Preferred D-1 Shares Par | | | Common Shares Outstanding | | | Common Shares Par | | | Treasury Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Non- Controlling Interest | | | Total Stockholders Equity | | | Preferred C-1 Shares | | | Redeemable Preferred C-1 | | | Total Mezzanine Equity | | | | BalanceDecember31,2023 | | | 22,280 | | | $ | 22 | | | | - | | | $ | - | | | | 2,625 | | | $ | 3 | | | | - | | | $ | - | | | | 41 | | | $ | - | | | $ | (201,605 | ) | | $ | 143,999,018 | | | $ | (127,741,072 | ) | | $ | (9,608 | ) | | $ | 16,046,758 | | | | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock option compensation | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 32,918 | | | | - | | | | - | | | | 32,918 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | MDNA asset purchase | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | 1,008,668 | | | | - | | | | - | | | | 1,008,668 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brain asset purchase | | | - | | | | - | | | | 6,000 | | | | 6 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 5,970,437 | | | | - | | | | - | | | | 5,970,443 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for settlement | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | 1,599,999 | | | | - | | | | - | | | | 1,599,999 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted stock unit compensation | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | 153 | | | | - | | | | - | | | | 153 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for offering, net of issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,186 | | | | 4 | | | | - | | | | - | | | | - | | | | (532,164 | ) | | | - | | | | - | | | | (532,160 | ) | | | 4,186 | | | | 4,186,000 | | | | 4,186,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for debt issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | 662,717 | | | | - | | | | - | | | | 662,717 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Modification of warrants | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,137 | | | | (4,137 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for registered direct offering, net of issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 36 | | | | - | | | | - | | | | 3,022,939 | | | | - | | | | - | | | | 3,022,939 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares under ELOC, net of issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 105 | | | | 1 | | | | - | | | | 12,739,556 | | | | - | | | | - | | | | 12,739,557 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exchange of warrants for Series C-1 Convertible Preferred Stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (6,000,006 | ) | | | - | | | | - | | | | (6,000,006 | ) | | | 6,000 | | | | 6,000,000 | | | | 6,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Liquidation damages | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1 | ) | | | - | | | | - | | | | (1 | ) | | | 667 | | | | 667,000 | | | | 667,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Conversion of Series A-1 Convertible Preferred stock | | | (209 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | (1 | ) | | | - | | | | - | | | | (1 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Conversion of Series B-1 Convertible Preferred stock | | | - | | | | - | | | | (3,311 | ) | | | (3 | ) | | | - | | | | - | | | | - | | | | - | | | | 4 | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | (2 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exercise of warrants | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | 1,246,489 | | | | - | | | | - | | | | 1,246,489 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of warrants as debt issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 913,713 | | | | - | | | | - | | | | 913,713 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Modifications of warrants as debt issuance costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 376,901 | | | | - | | | | - | | | | 376,901 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Modifications of warrants | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 5,902,874 | | | | (5,902,874 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Derivative liability from conversion feature on preferred stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (429,018 | ) | | | - | | | | - | | | | (429,018 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Rounding from reverse stock split | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | 21 | | | | - | | | | - | | | | 21 | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Redemption of C-1 preferred stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (548,602 | ) | | | - | | | | - | | | | (548,602 | ) | | | (3,658 | ) | | | (3,658,000 | ) | | | (3,658,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Redemption of D-1 preferred stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (4,186 | ) | | | (4 | ) | | | - | | | | - | | | | - | | | | (28 | ) | | | - | | | | - | | | | (32 | ) | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (34,446,486 | ) | | | (573,572 | ) | | | (35,020,058 | ) | | | - | | | | - | | | | - | | | | Balance December 31, 2024 | | | 22,071 | | | $ | 22 | | | | 2,689 | | | $ | 3 | | | | 2,625 | | | $ | 3 | | | | - | | | $ | - | | | | 193 | | | $ | 1 | | | $ | (201,605 | ) | | $ | 169,970,721 | | | $ | (168,094,569 | ) | | $ | (583,180 | ) | | $ | 1,091,396 | | | | 7,195 | | | $ | 7,195,000 | | | $ | 7,195,000 | | | See accompanying notes to the consolidated financial statements. F-6 **ADITXT, INC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **** | | | Year Ended | | | Year Ended | | | | | | December31, 2025 | | | December31, 2024 | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | Net loss | | $ | (42,787,043 | ) | | $ | (35,020,058 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | Stock-based compensation | | | 473,311 | | | | 33,071 | | | | Stock-based compensation from asset purchase | | | 10,000 | | | | 6,712,663 | | | | Depreciation expense | | | 269,271 | | | | 613,918 | | | | Amortization of intangible assets | | | 3,333 | | | | 3,333 | | | | Amortization of debt discount - note payable | | | 1,706,697 | | | | 3,174,920 | | | | Amortization of debt discount - note receivable | | | (220,689 | ) | | | - | | | | Loss on note exchange agreement | | | - | | | | 208,670 | | | | Modification of warrants for debt issuance costs | | | - | | | | 376,901 | | | | New principal from extension of notes, net of debt discount | | | - | | | | 451,974 | | | | Change in fair value of derivative liability | | | (14,515 | ) | | | (414,501 | ) | | | Change in fair value of Evofem warrants | | | (2,806,983 | ) | | | - | | | | Impairment of Evofem F-1 preferred stock | | | 23,766,209 | | | | - | | | | Disposal of fixed assets | | | - | | | | 3,000 | | | | Bargain purchase gain from purchase of Evofem convertible notes | | | (328,071 | ) | | | - | | | | Impairment of fixed assets | | | 412,005 | | | | - | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | 43,435 | | | | 364,891 | | | | Prepaid expenses | | | (613,983 | ) | | | 214,011 | | | | Deposits | | | 26,086 | | | | 18,738 | | | | Inventory | | | 5,471 | | | | 734,257 | | | | Accounts payable and accrued expenses | | | (5,632,893 | ) | | | 5,095,091 | | | | Settlement liability | | | - | | | | 667,000 | | | | Net cash used in operating activities | | | (25,688,359 | ) | | | (16,762,121 | ) | | | | | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | Purchase of fixed assets | | | (13,743 | ) | | | - | | | | Investment in convertible notes receivable and warrants | | | (2,425,000 | ) | | | - | | | | Investment in Evofem F-1preferred stock | | | - | | | | (5,000,000 | ) | | | Net cash used in investing activities | | | (2,438,743 | ) | | | (5,000,000 | ) | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | Proceeds from notes payable, related party | | | 678,000 | | | | 467,000 | | | | Proceeds from notes and convertible notes payable, net of offering costs | | | 1,191,018 | | | | 4,149,153 | | | | Repayments of note payable, related party | | | (793,000 | ) | | | (727,000 | ) | | | Repayments of note payable | | | (6,613,882 | ) | | | (5,287,942 | ) | | | Common stock, preferred stock, and warrants issued for cash, net of issuance costs | | | 44,128,225 | | | | 21,166,343 | | | | Cash from subscription receivable | | | 1,108,751 | | | | 4,335,877 | | | | Proceeds from exercises of warrants | | | - | | | | 1,246,490 | | | | Redemptions of A-1 preferred stock | | | (308,000 | ) | | | - | | | | Redemptions of C-1 preferred stock | | | (8,898,442 | ) | | | (2,851,839 | ) | | | Redemptions of D-1 preferred stock | | | - | | | | (32 | ) | | | Net cash provided by financing activities | | | 30,492,670 | | | | 22,498,050 | | | | | | | | | | | | | | | NET INCREASE IN CASH | | | 2,365,568 | | | | 735,929 | | | | | | | | | | | | | | | CASH AT BEGINNING OF PERIOD | | | 833,031 | | | | 97,102 | | | | | | | | | | | | | | | CASH AT END OF PERIOD | | $ | 3,198,599 | | | $ | 833,031 | | | | | | | | | | | | | | | Supplemental cash flow information: | | | | | | | | | | | Cash paid for income taxes | | $ | - | | | $ | - | | | | Cash paid for interest | | $ | 2,465,546 | | | $ | 1,235,640 | | | | | | | | | | | | | | | NONCASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for the conversion of notes payable | | $ | - | | | $ | 500,000 | | | | Debt discount from shares issued as inducement for note payable | | $ | - | | | $ | 1,576,431 | | | | Warrant modification | | $ | - | | | $ | 5,907,011 | | | | Issuance of shares in asset purchase | | $ | - | | | $ | 266,448 | | | | Shares issued for settlement | | $ | - | | | $ | 1,600,000 | | | | Return of notes payable from Evofem merger agreement | | $ | - | | | $ | 11,174,246 | | | | Accrued interest rolled into notes payable | | $ | 33,752 | | | $ | 538,223 | | | | Settlement of liability for Series C-1 Convertible Preferred Stock | | $ | | | | $ | 667,000 | | | | Subscription receivable | | $ | - | | | $ | - | | | | Exchange of warrants for Series C-1 convertible preferred stock | | $ | - | | | $ | 6,000,000 | | | | Derivative liability from conversion feature on preferred stock | | $ | - | | | $ | 429,018 | | | | ELOC payable | | $ | 328,071 | | | $ | - | | | | Series C-1 redemption payable | | $ | 237,498 | | | $ | 1,354,774 | | | | ELOC commitment fee stock payable | | $ | 2,250,000 | | | $ | 2,250,000 | | | | Loan in escrow | | $ | 2,000,000 | | | $ | - | | | | Reclassification of series A-1 preferred shares to liabilities | | $ | 517,444 | | | $ | - | | | | Write off of financed asset | | $ | 147,823 | | | $ | - | | | | Initial recognition of lease liability and right of use asset | | $ | 800,359 | | | $ | - | | | **** See accompanying notes to the consolidated financial statements. F-7 **ADITXT, INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **NOTE 1 ORGANIZATION AND NATURE OF BUSINESS** **Company Background** **Overview** Aditxt, Inc.is an innovation platform dedicated to discovering, developing, and deploying promising innovations. Aditxts ecosystem of research institutions, industry partners, and shareholders collaboratively drives their mission to Make Promising Innovations Possible Together. The innovation platform is the cornerstone of Aditxts strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model that democratizes innovation, ensures every stakeholders voice is heard and valued, and empowers collective progress. **Reverse Stock Splits** On October 2, 2024, the Company effectuated a1-for-40 reverse stock split (the 2024 Reverse Split).The Companys stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on October 3, 2024. There was no change to the number of authorized shares of the Companys common stock. All share amounts referenced in this report are adjusted to reflect the 2024 Reverse Split. On March 14, 2025, the Company effectuated a1-for-250 reverse stock split (the 2025 Reverse Split).The Companys stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 17, 2025. There was no change to the number of authorized shares of the Companys common stock. All share amounts referenced in this report are adjusted to reflect the 2025 Reverse Split. On March 14, 2025, Pearsanta effectuated a1-for-60 reverse stock split (the 2025 Pearsanta Reverse Split). There was no change to the number of authorized shares of Pearsantas common stock. All Pearsanta share amounts referenced in this report are adjusted to reflect the 2025 Pearsanta Reverse Split. On November 3, 2025, the Company effectuated a1-for-113 reverse stock split (the November 2025 Reverse Split).The Companys stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on November 3, 2025. There was no change to the number of authorized shares of the Companys common stock. All share amounts referenced in this report are adjusted to reflect the November 2025 Reverse Split. On March 9, 2026, the Company effectuated a1-for-8 reverse stock split (the March 2026 Reverse Split).The Companys stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 9, 2026. There was no change to the number of authorized shares of the Companys common stock. All share amounts referenced in this report are adjusted to reflect the March 2026 Reverse Split. **Reclassification of Previously Reported Preferred Stock Information** **** Certain prior period amounts have been reclassified to conform to the current presentation related to the Companys Preferred C-1 shares. As of December 31, 2024, the Company had 8,373 shares of Preferred C-1 outstanding, each with a stated value of $1,000, for an aggregate stated value of $8,373,000. These shares were initially presented within mezzanine equity. Subsequent analysis determined that the 1,178 of the Preferred C-1 shares which were mandatorily redeemable and classified as a liability should have reduced the mezzanine equity from $8,373,000 to $7,195,000. After giving effect to the proper classification, mezzanine equity should have reflected 7,195 shares of Preferred C-1 outstanding with an aggregate stated value of $7,195,000, and additional paid-in capital (APIC) should have increased by $1,178,109 to $169,970,721. As a result of this reclassification, total stockholders equity as of December 31, 2024, should have been $1,091,396. The reclassification did not affect the Companys net income, cash flows, or total assets and liabilities for the period. Management has evaluated the impact of this reclassification and concluded that it was not material to the consolidated financial statements. **** F-8 **Risks and Uncertainties** The Company has a limited operating history and is in the very early stages of generating revenue from intended operations. The Companys business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Companys control could cause fluctuations in these conditions. Adverse conditions may include: changes in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Companys financial condition and the results of its operations. **NOTE 2 GOING CONCERN ANALYSIS** **Management Plans** The Company was incorporated on September 28, 2017 and has not generated significant revenues to date. During the year ended December 31, 2025, the Company had a net loss of $42,787,043 and negative cash flow from operating activities of $25,688,359 As of December 31, 2025, the Companys cash balance was $3,198,599. As of December 31, 2025, the Company was not subject to the offering limits in General Instruction I.B.6 of Form S-3 (the Baby Shelf Limitation). Thus, the maximum amount of securities that the Company could offer and sell under its shelf registration statement on Form S-3 as of December 31, 2025 was $54,053,691. If we are delisted from Nasdaq, but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our common stock is delisted from Nasdaq, the value and liquidity of our common stock, warrants and pre-funded warrants would likely be significantly adversely affected. A delisting of our common stock from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners. The Company continues to actively pursue numerous capital raising transactions with the objective of obtaining sufficient bridge funding to meet the Companys existing capital needs as well as more substantial capital raises to meet the Companys longer-term needs. In addition, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Companys ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Companys ability to continue as a going concern. The Company has the ability to raise capital from equity or debt through private placements or public offerings pursuant to a registration statement on Form S-1. We may also secure loans from related parties. The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. The Companys ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances, and other initiatives to strengthen the Company. F-9 **NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation** The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC). **Principles of Consolidation** The consolidated financial statements include the accounts of Aditxt, Inc., its wholly owned subsidiaries and one majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. **Use of Estimates** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. **Fair Value Measurements and Fair Value of Financial Instruments** The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | | Level 1 | - | Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | | | | Level 2 | - | Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | | | | Level 3 | - | Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | | Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates, with the exception of the derivative liability. The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2025. | | | Carrying | | | Fair Value Measurement Using | | | | | | Value | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | Derivative liability | | $ | 2 | | | $ | | | | $ | 2 | | | $ | | | | $ | 2 | | | | Investment in Evofem warrants | | | 3,135,054 | | | | | | | | 3,135,054 | | | | | | | | 3,135,054 | | | | Evofem Note | | | 3,899,859 | | | | | | | | | | | | 3,899,859 | | | | 3,899,859 | | | | Total | | $ | 7,034,915 | | | $ | | | | $ | 3,135,056 | | | $ | 3,899,859 | | | $ | 7,034,915 | | | The following table provides a summary of financial instruments that are measured at fair value as of December 31, 2024. | | | Carrying | | | Fair Value Measurement Using | | | | | | Value | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | Derivative liability | | $ | 14,517 | | | | | | | $ | 14,517 | | | | | | | $ | 14,517 | | | | | | | | | | | | | | | | | | | | | | | | | | F-10 **Concentrations of Credit Risk** Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant concentrations of credit risk on its cash balances on amounts in excess of federally insured limits due to the financial position of the depository institutions in which these deposits are held. **Cash** Cash includes short-term, liquid investments with maturities less than 90 days. **Accounts Receivable and Current Expected Credit Losses** Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2025 and 2024, gross accounts receivable was $0 and $121,582, respectively. As of December 31, 2025 and 2024, there was a current expected credit loss of $0 and $78,147, respectively. Accounts receivable is made up of billed and unbilled of $0 and $0 as of December 31, 2025, respectively, and $120,296 and $1,286 as of December 31, 2024, respectively. **Inventory** Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. **Fixed Assets** Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Useful lives assigned to fixed assets are as follows: | Computers | | Three years to five years | | | Lab Equipment | | Seven to ten years | | | Office Furniture | | Five to ten years | | | Other Fixed Assets | | Five to ten years | | | Leasehold Improvements | | Shorter of estimated useful life or remaining lease term | | F-11 **Intangible Assets** Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. **Convertible Notes Receivable** The Company accounts for its convertible notes receivable in accordance with the FASB Accounting Standards Codification 320, Investments Debt and Equity Securities (ASC 320). The convertible notes receivable are classified as available for sale. **** Amortization of discount or premium as well as loan origination, commitment, and other fees and costs recognized as an adjustment of the effective interest rate are to be included in interest income. The convertible notes receivable are presented as the carrying value net of any impairment. (See Note 7) **Allowance for Credit Losses** The Company maintains an allowance for credit losses on convertible notes receivable measured at amortized cost within the scope of ASC 326, *Financial InstrumentsCredit Losses*. The allowance for credit losses represents managements estimate of expected lifetime credit losses and is measured using the current expected credit loss (CECL) model. In developing the allowance, the Company considers a combination of quantitative and qualitative factors, including (i) historical loss experience for assets with similar risk characteristics, (ii) current economic conditions, and (iii) reasonable and supportable forecasts of future economic conditions that may affect the collectability of the related financial assets. Financial assets that do not share similar risk characteristics are evaluated on an individual basis. The Company updates its estimates of expected credit losses at each reporting date. For convertible notes receivable, expected credit losses are based on specific analyses of the borrowers financial condition, the value of underlying collateral when applicable, collectability, and other relevant factors. Management believes the allowance for credit losses as of the reporting date is adequate to absorb the Companys expected losses over the contractual lives of the related financial assets. **Investments** The Evofem investment is included in its own line item on the Companys consolidated balance sheets. Under ASC 321, the Company accounts for equity investments at fair value. If fair value is not readily determinable or marketable, the Company values at cost less impairment. Non-marketable equity investments (for which we do not have significant influence or control) are investments without readily determinable fair values that are recorded based on initial cost minus impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar securities, if any. All gains and losses on investments in non-marketable equity securities, realized and unrealized, are recognized in investment and other income (expense), net. We monitor equity method and non-marketable equity investments for events or circumstances that could indicate the investments are impaired, such as a deterioration in the investees financial condition and business forecasts and lower valuations in recently completed or anticipated financings, and recognize a charge to investment and other income (expense), net for the difference between the estimated fair value and the carrying value. For equity method investments, we record impairment losses in earnings only when impairments are considered other-than-temporary. The Evofem F-1 Preferred Stock is recorded at cost less impairment and the Evofem warrants are recorded at fair value. The Evofem F-1 Preferred Stock is recorded as cost due to it being a non-marketable equity investment. The Evofem warrants are valued at fair market value due to having a readily determinable fair value. F-12 The following table sets forth a summary of the components in equity investments. | | | December 31, 2025 | | | | Evofem warrants, at fair value | | $ | 3,135,054 | | | | Evofem F-1 Preferred Stock, net | | | 3,511,002 | | | | As of December 31, 2025 | | $ | 6,646,056 | | | The following table sets forth a summary of the changes in equity investments. This investment has been recorded at cost in accordance with ASC 321 for the shares of Evofem F-1 Preferred Stock and fair value for the Evofem warrants. | | | For the year ended December 31, 2025 | | | | As of December 31, 2024 | | $ | 27,277,211 | | | | Evofem warrants | | | 328,071 | | | | Impairment of F-1 Preferred Stock | | | (23,766,209 | ) | | | Change in fair value of Evofem Warrants | | | 2,806,983 | | | | As of December 31, 2025 | | $ | 6,646,056 | | | The investment in Evofem F-1 Preferred Stock has been impaired $23,766,209 to date. During the year ended December 31, 2025, the Company recorded a change in the fair value of the Evofem warrants of $2,806,983. In August of 2025, Evofem issued a like kind security of the Evofem F-1 Preferred Stock. The issuance of the like kind security was a triggering event to the Evofem F-1 Preferred Stock resulting in a revaluation of the fair market value of the Evofem F-1 Preferred Stock. The Evofem Preferred F-1 Preferred Stock was valued via the market value of invested capital method, which yielded a fair market value of $3,511,002. **Impairment of long-lived assets** The Company reviews and evaluates the net carrying value of its long-lived assets at least annually, or upon the occurrence of other events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. Per ASC 360-10-35-21, a long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Per ASC 360-10-35-17, an impairment loss shall be recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. During the year ended December 31, 2025, the Company recorded an impairment on its fixed assets of $412,005. (See Note 4) **Accounts Payable and Accrued Expenses** As of December 31, 2025 and 2024, accounts payable and accrued expenses was comprised of: | | | December31, 2025 | | | December31, 2024 | | | | Accounts payable | | $ | 7,340,490 | | | $ | 10,192,373 | | | | Accrued wages | | | 52,689 | | | | 1,130,181 | | | | Accrued interest | | | 300,041 | | | | 1,889,527 | | | | Other | | | 190 | | | | 158 | | | | Total accounts payable and accrued expenses | | $ | 7,693,410 | | | $ | 13,212,239 | | | F-13 **Derivative Liability** The Company evaluates its options, warrants, other equity instruments, and other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company has determined that a derivative feature exists on its shares of 20,864 shares of Series A-1 Convertible Preferred Stock, 2,689 shares of Series B-1 Convertible Preferred Stock, and 2,625 shares of Series B-2 Convertible Preferred Stock. This derivative arose from a conversion feature of these classes of preferred stock that allows for 50% additional shares to be issued under certain circumstances, in this case a default on one of the Companys leases. (See Note 11) The Company valued the derivative based on the conversion formula outlined in the certificate of designation for the preferred stock. Per the formula, the stated value was $1,000, with an additional premium of 50%, and alternative conversion amount per share of $4,000, and a floor price of $8,027,520 for the Series A-1 Convertible Preferred Stock, $7,340,480 for the Series B-1 Convertible Preferred Stock, and $8,515,680 for the Series B-2 Convertible Preferred Stock. The following table sets forth a summary of the fair value of the derivative liability. | | | December31, 2025 | | | | Fair value of derivative liability of Series A-1 Convertible Preferred Stock | | | - | | | | Fair value of derivative liability of Series B-1 Convertible Preferred Stock | | | 1 | | | | Fair value of derivative liability of Series B-2 Convertible Preferred Stock | | | 1 | | | | Total derivative liability | | $ | 2 | | | **Income Taxes** Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2025 and December 31, 2024, the Company had a full valuation allowance against its deferred tax assets. **Offering Costs** Offering costs incurred in connection with equity are recorded as a reduction of equity and offering costs incurred in connection with debt are recorded as a reduction of debt as a debt discount. F-14 **Revenue Recognition** In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: | | 1) | Identify the contract with a customer | | | | 2) | Identify the performance obligations in the contract | | | | 3) | Determine the transaction price | | | | 4) | Allocate the transaction price to performance obligations in the contract | | | | 5) | Recognize revenue when or as the Company satisfies a performance obligation | | Revenues reported from services relating to the AditxtScore are recognized when the AditxtScoreTMreport is delivered to the customer. The services performed include the analysis of specimens received in the Companys CLIA laboratory and the generation of results which are then delivered upon completion. The Company recognizes revenue in the following manner for the following types of customers: Client Payers: Client payers include physicians or other entities for which services are billed based on negotiated fee schedules. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience and the period of time the receivable has been outstanding. Cash Pay: Customers are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Collection of billings is subject to credit risk and the ability of the patients to pay. Insurance: Reimbursements from healthcare insurers are based on fee for service schedules. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, collection experience, and the terms of the Companys contractual arrangements. **Leases** The Company determines if an arrangement is a lease or implicitly contains a lease as well as if the lease is classified as an operating or finance lease in accordance with ASC 842, Leases (ASC 842), at inception based on the lease definition. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Companys consolidated balance sheets. ROU assets represent the Companys right to use an underlying asset for the lease term. Lease liabilities represent the Companys obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date or the adoption date for existing leases based on the present value of lease payments over the lease term using an estimated discount rate. Under Topic 842 (Leases), operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. We have made a policy election regarding our real estate leases not to separate nonlease components from lease components, to the extent they are fixed. Nonlease components that are not fixed are expensed as incurred as variable lease expense. Our leases for laboratory and office facilities typically include variable nonlease components, such as common-area maintenance costs. We have also elected not to record on the consolidated balance sheets a lease that has a lease term of twelve months or less and does not contain a purchase option that we are reasonably certain to exercise. Leases with an initial term of twelve months or less are not recorded on the balance sheet. We combine the lease and non-lease components in determining the lease liabilities and right of use (ROU) assets. F-15 **Stock-Based Compensation** The Company accounts for stock-based compensation costs under the provisions of ASC 718, CompensationStock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employees requisite vesting period and over the nonemployees period of providing goods or services. **Patents** The Company incurs fees from patent licenses, which are reflected in research and development expenses, and are expensed as incurred. During the year ended December 31, 2025 and 2024, the Company incurred patent licensing fees of $119,808and $61,913, respectively. **Research and Development** We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the year ended December 31, 2025 and 2024, the Company incurred research and development costs of $3,194,133 and $10,886,130, respectively. **Sales and Marketing** We incur sales and marketing costs marketing our technologies. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the year ended December 31, 2025 and 2024, the Company incurred sales and marketing costs of $401,996and $197,863, respectively. **Non-controlling Interest in Subsidiary** ** Non-controlling interests represent the Companys subsidiarys cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the year ended December 31, 2025 and 2024, the Company recognized $1,072,842and$573,572in net loss attributable to non-controlling interest in Pearsanta. The Company owns approximately97.0% of Pearsanta, Inc., as of December 31, 2025. Pearsanta is consolidated in the Companys financial statements. **Basic and Diluted Net Loss per Common Share** Basic loss per common share is computed by dividing the net loss, less any deemed dividends, by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents.The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. | Instrument | | Quantity Issued and Outstanding asof December 31, 2025 | | | Standard Conversion Common Stock Equivalent | | | Liquidation Amount | | | | Series A Preferred Stock | | | - | | | | - | | | $ | - | | | | Series A-1 Convertible Preferred Stock1 | | | 21,542 | | | | 3 | | | | 26,927,363 | | | | Series B Preferred Stock | | | - | | | | - | | | | - | | | | Series B-1 Convertible Preferred Stock | | | 2,689 | | | | 1 | | | | 3,361,250 | | | | Series B-2 Convertible Preferred Stock | | | 2,625 | | | | 1 | | | | 3,281,250 | | | | Series C Preferred Stock | | | - | | | | - | | | | - | | | | Series C-1 Convertible Preferred Stock1 | | | 896 | | | | 1 | | | | 1,120,290 | | | | Series D-1 Preferred Stock | | | - | | | | - | | | | - | | | | Warrants | | | 716 | | | | 716 | | | | - | | | | Options | | | 55 | | | | 55 | | | | - | | | | Total Common Stock Equivalent | | | 28,523 | | | | 777 | | | $ | 34,690,153 | | | | 1 | Quantity issued and outstanding as of December 31, 2025, includes the additional shares classified as mandatorily redeemable in the consolidated balance sheets. | | F-16 **Recent Accounting Pronouncements** The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09. ASU 2023-09 requires a company's annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Adoption is either with a prospective method or a fully retrospective method of transition. The Company has adopted Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. Please see additional disclosures related to income taxes in Note 11, Income Taxes, in the Notes to Consolidated Financial Statements. In November 2024, the FASB issued ASU No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entitys expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures. **NOTE 4 FIXED ASSETS** The Companys fixed assets include the following on December 31, 2025: | | | Cost Basis | | | Accumulated Depreciation | | | Net | | | | Computers | | $ | 381,157 | | | $ | (378,646 | ) | | $ | 2,511 | | | | Lab Equipment | | | 2,297,049 | | | | (1,468,647 | ) | | | 828,402 | | | | Office Furniture | | | 56,656 | | | | (26,910 | ) | | | 29,746 | | | | Other Fixed Assets | | | 136,939 | | | | (132,138 | ) | | | 4,801 | | | | Leasehold Improvements | | | 120,440 | | | | (105,659 | ) | | | 14,781 | | | | Total Fixed Assets | | $ | 2,992,241 | | | $ | (2,112,000 | ) | | $ | 880,241 | | | The Companys fixed assets include the following on December 31, 2024 | | | Cost Basis | | | Accumulated Depreciation | | | Net | | | | Computers | | $ | 378,480 | | | $ | (374,360 | ) | | $ | 4,120 | | | | Lab Equipment | | | 2,697,987 | | | | (1,235,236 | ) | | | 1,462,751 | | | | Office Furniture | | | 56,656 | | | | (21,535 | ) | | | 35,121 | | | | Other Fixed Assets | | | 136,939 | | | | (131,278 | ) | | | 5,661 | | | | Leasehold Improvements | | | 120,440 | | | | (80,319 | ) | | | 40,121 | | | | Total Fixed Assets | | $ | 3,390,502 | | | $ | (1,842,728 | ) | | $ | 1,547,774 | | | Depreciation expense was $269,271and $613,918for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the fixed assets that serve as collateral subject to the financed asset liability have a carrying value of $0 and $1,063,269, respectively. During the year ended December 31, 2025, the Company recognized an impairment on its fixed assets of $412,005. Fixed asset activity for the year ended December 31, 2025 consisted of the following: | | | For the year ended December31, 2025 | | | | As of December 31, 2024 | | $ | 3,390,502 | | | | Purchases | | | 13,744 | | | | Impairment | | | (412,005 | ) | | | As of December 31, 2025 | | $ | 2,992,241 | | | F-17 **Financed Assets:** In October 2020, the Company purchased two pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $19,487, with an interest rate of8%. In January of 2021, the Company purchased one piece of lab equipment and financed it for a period of twenty-four months with a monthly payment of $9,733, with an interest rate of8%. In March of 2021, the Company purchased five pieces of lab equipment and financed them for a period of twenty-four months with a monthly payment of $37,171, with an interest rate of8%. As of December 31, 2025, the Company has settled all obligations relating to the financed assets. **NOTE 5 INTANGIBLE ASSETS** The Companys intangible assets include the following on December 31, 2025: | | | Cost Basis | | | Accumulated Amortization | | | Net | | | | Proprietary Technology | | $ | 321,000 | | | $ | (321,000 | ) | | $ | - | | | | Intellectual property | | | 10,000 | | | | (7,222 | ) | | | 2,778 | | | | Total Intangible Assets | | $ | 331,000 | | | $ | (328,222 | ) | | $ | 2,778 | | | The Companys intangible assets include the following on December 31, 2024: | | | Cost Basis | | | Accumulated Amortization | | | Net | | | | Proprietary Technology | | $ | 321,000 | | | $ | (321,000 | ) | | $ | - | | | | Intellectual property | | | 10,000 | | | | (3,889 | ) | | | 6,111 | | | | Total Intangible Assets | | $ | 331,000 | | | $ | (324,889 | ) | | $ | 6,111 | | | Amortization expense was $3,333 and $3,333for the years ended December 31, 2025 and 2024, respectively. The Companys proprietary technology is being amortized over its estimated useful life ofthree years. Intangible asset activity for the year ended December 31, 2025 consisted of the following: | | | For the year ended December31, 2025 | | | | As of December 31, 2024 | | | 331,000 | | | | Additions | | | - | | | | As of December 31, 2025 | | $ | 331,000 | | | **NOTE 6 RELATED PARTY TRANSACTIONS** On May 22, 2025, Amro Albanna, the Chief Executive Officer of the Company loaned $233,000to the Company. The loan was evidenced by an unsecured promissory note (the May 22nd Note). Pursuant to the terms of the May 22nd Note, it will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of November 22, 2025 or an event of default, as defined therein. As of December 31, 2025, the May 22nd Note was fully paid off. F-18 On June 6, 2025, Shahrokh Shabahang, the Chief Innovation Officer of the Company loaned $70,000to the Company. The loan was evidenced by an unsecured promissory note (the June 5th Note). Pursuant to the terms of the June 5th Note, it will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of December 5, 2025 or an event of default, as defined therein. As of December 31, 2025, the June 5th Note was fully paid off. On June 20, 2025, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $90,000and $100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the June 20th Notes). Pursuant to the terms of the June 20th Notes, it will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of July 20, 2025 or an event of default, as defined therein. As of December 31, 2025, the June 20th Notes were fully paid off. On August 13, 2025, Amro Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $95,000and $90,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the August 13th Notes). Pursuant to the terms of the August 13th Notes, it will accrue interest at the Prime rate of seven and one-half percent (7.5%) per annum and is due on the earlier of February 13, 2025 or an event of default, as defined therein. As of December 31, 2025, the August 13th Notes were fully paid off. **NOTE 7 NOTES RECEIVABLE** **Convertible Notes Receivable** On April 8, 2025, the Company entered into a Securities Purchase Agreement (the Evofem April Purchase Agreement) with Evofem, pursuant to which the Company purchased (i) a senior subordinated convertible note (the Evofem April Note) of Evofem in the principal amount of $2,307,692, and (ii) a warrant (the Evofem April Warrant) to purchase 149,850,150 shares of Evofem common stock for a purchase price of $1,500,000. The Evofem April Warrant is exercisable into shares of common stock of Evofem at an exercise price of $0.0154, subject to adjustment and may be exercised on a cashless basis. The Evofem April Warrant may not be exercised by the Company if, after giving effect to such an exercise, the Company would beneficially own in excess of 9.99% of Evofem stock. The fair value of the Evofem April Warrant was $235,389. The Evofem April Warrant is exercisable for a term of five years. The Company had fully funded the $1,500,000 on April 22, 2025. The Evofem April Note is a senior subordinate obligation of Evofem and will accrue interest at a rate of 8% per annum, which will adjust to 12% upon an Event of Default (as defined in the Evofem April Note). The Evofem April Note is initially convertible into shares of common stock of Evofem at a conversion price of $0.0154 per share, subject to adjustment as described therein. The Evofem April Note may not be converted by the Company if, after giving effect to such conversion, the Company would beneficially own in excess of 9.99% of Evofem common stock. Unless earlier converted, or redeemed, the Evofem April Notes will mature on April 8, 2028. This note is accounted for as available for sale under ASC 320 Investment in Debt Securities. The Company recorded the notes at fair value of $4,367,212 which was comprised of $1,938,905 from the warrants issued with the note and $2,428,307 from the principal and interest on the note, which included $2,307,692 from principal and $136,923 from accrued interest. During the year ended December 31, 2025, the Company recognized a day one gain of $204,278. As of December 31, 2025, the Evofem April Note has an outstanding principal balance of $2,307,692, a fair value of $2,428,307, and accrued interest of $136,923. During the year ended December 31, 2025, the Company recognized $123,952 in interest income and a change in fair value on the notes of $780,928. On June 26, 2025, the Company entered into a Securities Purchase Agreement (the Evofem June Purchase Agreement) with Evofem, pursuant to which the Company purchased (i) a senior subordinated convertible note (the Evofem June Note) (collectively with the Evofem April Note, the Evofem Notes) of Evofem in the principal amount of $1,423,077, and (ii) a warrant (the Evofem June Warrant) to purchase 92,407,592 shares of Evofem common stock for a purchase price of $925,000. The Evofem June Warrant is exercisable into shares of common stock of Evofem at an exercise price of $0.0154, subject to adjustment and may be exercised on a cashless basis. The Evofem June Warrant may not be exercised by the Company if, after giving effect to such an exercise, the Company would beneficially own in excess of 9.99% of Evofem stock. The fair value of the Evofem June Warrant was $92,682. The Evofem June Warrant is exercisable for a term of five years. The Company had fully funded the $925,000 on June 26, 2025. F-19 The Evofem June Note is a senior subordinate obligation of Evofem and will accrue interest at a rate of 8% per annum, which will adjust to 12% upon an Event of Default (as defined in the Evofem June Note). The Evofem June Note is initially convertible into shares of common stock of Evofem at a conversion price of $0.0154 per share, subject to adjustment as described therein. The Evofem June Note may not be converted by the Company if, after giving effect to such conversion, the Company would beneficially own in excess of 9.99% of Evofem common stock. Unless earlier converted, or redeemed, the Evofem June Notes will mature on June 26, 2028. This note is accounted for as available for sale under ASC 320 Investment in Debt Securities. The Company recorded the notes at fair value of $2,667,701 which was comprised of $1,196,149 from the warrants issued with the note and $1,471,552 from the principal and interest on the note, which included $1,423,077 from principal and $59,453 from accrued interest. During the year ended December 31, 2025, the Company recognized a day one gain of $123,793. As of December 31, 2025, the Evofem June Note has an outstanding principal balance of $1,423,077, a fair value of $1,471,552, and accrued interest of $59,453.During the year ended December 31, 2025, the Company recognized $75,115 in interest income and a change in fair value on the notes of $473,242. During the year ended December 31, 2025, the Company has adjusted the fair value of the Evofem Notes by $1,781,307 bringing the total fair value of the Evofem Notes to $3,899,859 as of December 31, 2025. The fair value of the convertible notes receivable was estimated using a Monte Carlo Model with the following assumptions: | Evofem stock price | | $ | 0.0095 | | | | Risk free interest rate | | | 3.59 | % | | | Expected life in years | | | 0.50 | | | | Expected volatility | | | 88.9 | % | | The following table sets forth a summary of the changes in the Evofem Notes: | | | For the year ended December 31, 2025 | | | | As of December 31, 2024 | | $ | - | | | | Evofem notes | | | 2,317,618 | | | | Bargain purchase gain from purchase of Evofem convertible notes | | | 328,071 | | | | Impairment | | | - | | | | Change in fair value of Evofem notes | | | 1,254,170 | | | | As of December 31, 2025 | | $ | 3,899,859 | | | For the period ended December 31, 2025, the fair value of each warrant granted with the convertible notes receivable was estimated using the assumption and/or factors in the Black-Scholes Model as follows: | Exercise price | | $ | 0.1232 | | | | Expected dividend yield | | | 0 | % | | | Risk free interest rate | | | 7.79-3.88 | % | | | Expected life in years | | | 0.50-4.74 | | | | Expected volatility | | | 170-180 | % | | The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of Evofems common stock. The dividend yield assumption for warrants granted is based on Evofems history and expectation of dividend payouts. Evofem has never declared nor paid any cash dividends on its common stock. **NOTE 8 NOTES PAYABLE** *November Loan Agreement* On November 7, 2023, the Company entered into a Business Loan and Security Agreement (the November Loan Agreement) with the lender (the Lender), pursuant to which the Company obtained a loan from the Lender in the principal amount of $2,100,000 with an interest rate of 49%, which satisfied the outstanding balance on the August Loan of $1,089,000and includes origination fees of $140,000(the November Loan). Pursuant to the November Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain collateral (as defined in the November Loan Agreement). The total amount of interest and fees payable by us to the Lender under the November Loan will be $3,129,000, which will be repaid in 34 weekly installments ranging from $69,000- $99,000. The November Loan Agreement had an original maturity date of July 2, 2024. As of December 31, 2025, the November Loan has an outstanding principal balance of $289,238, an unamortized debt discount of $0, and accrued interest of $0. As of December 31, 2025, the November Loan Agreement is in technical default, however, default provisions were not enforced by the Lender. *January Loan Agreement* On January 24, 2024, the Company entered into a Business Loan and Security Agreement (the January Loan Agreement) with a commercial funding source (the January Lender), pursuant to which the Company obtained a loan from the Lender in the principal amount of $3,600,000 and an interest rate of 49%, which includes origination fees of $252,000(the January Loan). Pursuant to the January Loan Agreement, the Company granted the Lender a continuing secondary security interest in certain collateral (as defined in the January Loan Agreement). The total amount of interest and fees payable by the Company to the January Lender under the January Loan will be $5,364,000, which will be repayable by the Company in 30 weekly installments of $178,800. The January Loan Agreement had an original maturity date of August 12, 2024. The Company received net proceeds from the January Loan of $814,900following repayment of the outstanding balance on the October Purchased Amount of $2,533,100. As of December 31, 2025, there was a remaining principal balance of $751,921, an unamortized debt discount of $0, and accrued interest of $152,965. As of December 31, 2025, the January Loan Agreement is in technical default, however, default provisions were not enforced by the January Lender. (Note 14) F-20 *September Note* ** On September 17, 2024, the Company issued and sold a senior note (the 2024 September Note) to an accredited investor (the 2024 September Note Holder) in the original principal amount of $923,077 for a purchase price of $600,000, reflecting an original issue discount of $323,077. The 2024 September Note does not bear interest and has a maturity date of the earlier of (i) June 18, 2025 and (ii) the initial time of consummation by the Company after the date hereof of any public or private offering(s), individually or in the aggregate, of securities with gross proceeds of at least $1 million. The Company may prepay any portion of the outstanding principal of the 2024 September Note at any time without penalty. So long as any amounts remain outstanding under the 2024 September Note, 30% of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the 2024 September Note. The 2024 September Note was repaid in February 2025. *Senior Notes* ** On April 24, 2025, the Company issued and sold senior notes (each, a April Note) to accredited investors in the aggregate original principal amount of $256,250 for a purchase price of $205,000, reflecting an aggregate original issue discount of $51,250. The April Notes bear interest at a rate of 10%per annum and have a maturity date of May 15, 2025 (the April Notes Maturity Date). So long as any amounts remain outstanding under the April Notes, 100% of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the April Notes. The April Notes contain certain standard events of default, as defined in the Note. Following the April Maturity Date and until all of the April Notes have been satisfied, the Company shall be prohibited from taking certain actions, including but not limited to, incurring any additional indebtedness, redeeming any capital stock or declaring or paying any dividends. As of December 31, 2025, April Notes have been repaid. *May Note* On May 9, 2025, the Company entered into a securities purchase agreement (the May Purchase Agreement) with an accredited investor, pursuant to which the Company issued and sold a 30% Original Issue Discount Senior Secured Note (the May 2025 Note) to an accredited investor in the original principal amount of $3,114,286 for a purchase price of $2,000,000. The May 2025 Note bears interest at a rate of 10% per annum (the May Note Interest Rate) and has a maturity date of May 12, 2025 (the May Note Maturity Date). The May 2025 Note contains certain standard events of default, as defined in the May 2025 Note (each, an May 2025 Event of Default). Following any May 2025 Event of Default, the May 2025 Interest Rate on the May 2025 Note is automatically increased to 20% per annum to the extent permitted by law. The May 2025 Note is secured by the assets of the Company. In connection with the May Purchase Agreement, the Company entered into forbearance agreements (each, a Forbearance Agreement) with the holders (each, a Holder) of certain outstanding shares of the Companys Series A-1 Convertible Preferred Stock and the Companys Series C-1 Convertible Preferred Stock. Pursuant to the Forbearance Agreement, the Company agreed, in consideration of the settlement of the Holders claims and obligations with respect to one or more Triggering Events (as defined in the applicable Certificate of Designation) that: (i) provided that the Company receives gross proceeds of an aggregate of $10 million or more in the Proposed Offerings (as defined in the Forbearance Agreement), the Company shall concurrently redeem 5,124 of the Series A-1 Preferred Shares allocated pro rata among the holders of Series A-1 Preferred Shares in a Company Optional Redemption (as defined in the Certificate of Designation of the Series A-1 Preferred Shares), (ii) provided that the Company receives gross proceeds of $20 million or more in the Proposed Offerings, the Company shall concurrently redeem 8,200 of the Series A-1 Preferred Shares (or, if less, the remaining Series A-1 Preferred Shares then outstanding assuming the completion of any exercised Reinvestment Right (as defined in the Forbearance Agreement with respect thereto) allocated pro rata among the holders of Series A-1 Preferred Shares in a Company Optional Redemption, (iii) by no later than the first business day following the closing of any Additional Offering (as defined in the Forbearance Agreement), the Company shall redeem any remaining Series C-1 Preferred Shares (after giving effect to any Reinvestment Right with respect thereto) in a Company Optional Redemption, (iv) if the Company sells any securities pursuant to any VRT Potential Offering (as defined in the Forbearance Agreement), the Company shall apply 30% of the gross proceeds thereof to redeem any remaining Series C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series C-1 Preferred Shares and/or Series A-1 Preferred Shares in a Company Optional Redemption, and (v) if the Company consummates any EVFM Sale (as defined in the Forbearance Agreement), the Company shall apply 30% of the gross proceeds thereof to redeem any remaining Series C-1 Preferred Shares and/or any remaining Series A-1 Preferred Shares pro rata among the holders of Series C-1 Preferred Shares and/or Series A-1 Preferred Shares in a Company Optional Redemption. The Forbearance Agreement has an expiration date of August 7, 2025. The Company applied $1,079,047 of the gross proceeds of the ATM as a payable to redeem approximately 939 of the Series A-1 Preferred Shares in a mandatory redemption. As of December 31, 2025, approximately 261 shares were redeemed, as a result approximately 678 Series A-1 Preferred Shares remain mandatorily redeemable. The remaining Series A-1 Preferred Shares are not contingently redeemable. As of December 31, 2025, there was a remaining principal balance of $814,286, an unamortized debt discount of $0, and accrued interest of $147,076. During the year ended December 31, 2025, the Company recognized $60,000 in amortization of debt discount. The May 2025 Note is in default status as of December 31, 2025. F-21 *Promissory Note* ** On June 7, 2025, an investor entered into a $44,396promissory note to the Company (the June 2025 Promissory Note). Pursuant to the terms of the note, it will accrue interest at a rate of seven and a half percent (7.50%) per annum, and is due on the earlier of December 5, 2025, or an event of default, as defined therein. As of December 31, 2025, this note has been repaid. *June Senior Notes* ** On June 26, 2025, the Company issued and sold senior notes (each, a June Note) to accredited investors in the aggregate original principal amount of $1,000,000 for a purchase price of $800,000, reflecting an aggregate original issue discount of $200,000. The original issuance discount is being straight line amortized over the life of the notes. The June Notes bear interest at a rate of 10% per annum and have a maturity date of December 31, 2025 (the June Notes Maturity Date). So long as any amount remains outstanding under the June Notes, 100% of the gross proceeds received by the Company on or after the date hereof from sales of common stock of the Company pursuant to any at-the-market offering, equity-line or other similar transaction shall be used to repay the June Notes. The June Notes contains certain standard events of default, as defined in the Note. Following the June Maturity Date and until all of the June Notes have been satisfied, the Company shall be prohibited from taking certain actions, including but not limited to, incurring any additional indebtedness, redeeming any capital stock or declaring or paying any dividends. As of December 31, 2025, this note has been repaid, inclusive of a 125% redemption premium. During the year ended December 31, 2025, the Company recognized $200,000 in amortization of debt discount. The proceeds of the June Notes were used in connection with the Evofem June Purchase Agreement. (Note 7). *September Notes* ** On September 12, 2025, the Company issued and sold $212,500promissory notes to the accredited investors (the September 2025 Promissory Notes). These notes had an original issuance discount of $42,500. Pursuant to the terms of the note, it will accrue interest at a rate of ten percent (10.00%) per annum, and is due on the earlier of December 31, 2025, or an event of default, as defined therein. Pursuant to the terms of the September 2025 Promissory Notes, the September 2025 Promissory Notes are to be redeemed at a redemption price of $1.20 per $1.00 raised via the ELOC and ATM. As of December 31, 2025, this note has been repaid. During the year ended December 31, 2025, the Company recognized $42,500 in amortization of debt discount. *Interest* During the year ended December 31, 2025 and 2024, the Company recognized an interest expense of $876,060 and $3,242,935, respectively, related to the notes payable. **NOTE 9 LEASES** Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2025 and December 31, 2024 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Our corporate headquarters is located in Mountain View, California where we lease approximately5,810square feet of laboratory and office space. On March 20, 2025, the Company entered an amendment to the Mountain View lease, extending the term through March 31, 2028. As of December 31, 2025, the Company is current on this lease. We also lease approximately25,000square feet in Richmond, Virginia. The lease expires onAugust 31, 2026, subject to extension. As of December 31, 2025 the Company is in default on the Richmond lease in the amount of $159,375 due to an outstanding security deposit. **LS Biotech Eight Default** **** On May 10, 2024, the Company received written notice (the 2024 Default Notice) from LS Biotech Eight, LLC (the Landlord), the Landlord of the Companys CLIA-certified, CAP accredited, high complexity immune monitoring center in Richmond, Virginia, that the Company was in violation of its obligation to (i) pay Base Rent (as defined in the Lease) and Additional Rent (as defined in the Lease) in the amount of $431,182in the aggregate, together with administrative charges and interest, as well as (ii) replenish the Security Deposit (as defined in the Lease) in the amount of $159,375, all as required under that certain Lease Agreement dated as of May 4, 2021 by and between the Landlord and the Company (the Lease). Pursuant to the Notice, the Landlord has demanded that a payment of $590,557plus administrative charges and interest, which shall accrue at the Default Rate (as defined in the Lease) be made no later than May 17, 2024. As of December 31, 2025, the Company has made the payment of $431,182 and is in default on the lease in the amount of $159,375 due to an outstanding security deposit. F-22 The Company is working with the Landlord to come to an amicable resolution. However, no assurance can be given that the parties will reach an amicable resolution on a timely basis, on favorable terms, or at all. *Lease Costs* | | | Year Ended December31, 2025 | | | Year Ended December31, 2024 | | | | Components of total lease costs: | | | | | | | | | Operating lease expense | | $ | 1,158,494 | | | $ | 1,233,777 | | | | Total lease costs | | $ | 1,158,494 | | | $ | 1,233,777 | | | *Lease Positions as of December 31, 2025 and December 31, 2024* ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: | | | December31, 2025 | | | December31, 2024 | | | | Assets | | | | | | | | | Right of use asset long term | | $ | 1,204,526 | | | $ | 1,225,781 | | | | Total right of use asset | | $ | 1,204,526 | | | $ | 1,225,781 | | | | | | | | | | | | | | | Liabilities | | | | | | | | | | | Operating lease liabilities short term | | $ | 808,179 | | | $ | 683,352 | | | | Operating lease liabilities long term | | | 342,904 | | | | 436,354 | | | | Total lease liability | | $ | 1,151,083 | | | $ | 1,119,706 | | | *Lease Terms and Discount Rate as of December 31, 2025* | Weighted average remaining lease term (in years) operating leases | | | 1.91 | | | | Weighted average discount rate operating leases | | | 8.00 | % | | *Maturities of leases are as follows:* **** | 2026 | | $ | 801,760 | | | | 2027 | | | 389,165 | | | | 2028 | | | 98,005 | | | | Total lease payments | | $ | 1,288,930 | | | | Less imputed interest | | | (137,847 | ) | | | Less current portion | | | (808,179 | ) | | | Total maturities, due beyond one year | | $ | 342,904 | | | **NOTE 10 COMMITMENTS & CONTINGENCIES** **License Agreement with Loma Linda University** **** On March 15, 2018, as amended on July 1, 2020, we entered into a LLU License Agreement directly with Loma Linda University. Pursuant to the LLU License Agreement, we obtained the exclusive royalty-bearing worldwide license in and to all intellectual property, including patents, technical information, trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or any of its affiliates (the LLU Patent and Technology Rights) and related to therapy for immune-mediated inflammatory diseases (the ADI technology). In consideration for the LLU License Agreement, we issued1share of common stock to LLU. F-23 Pursuant to the LLU License Agreement, we are required to pay an annual license fee to LLU. Also, we paid LLU $455,000in July 2020 for outstanding milestone payments and license fees. We are also required to pay to LLU milestone payments in connection with certain development milestones. Specifically, we are required to make the following milestone payments to LLU: $175,000on June 30, 2022; $100,000on September 30, 2024; $500,000on September 30, 2026; and $500,000on September 30, 2027. In lieu of the $175,000milestone payment due on September 30, 2023, the Company paid LLU an extension fee of $100,000. The Company did not make the September 30, 2024 payment; the Company intends to obtain an extension for this payment. Upon payment of this extension fee, an additional year will be added for the September 30, 2023 milestone. Additionally, as consideration for prior expenses incurred by LLU to prosecute, maintain and defend the LLU Patent and Technology Rights, we made the following payments to LLU: $70,000at the end of December 2018, and a final payment of $60,000at the end of March 2019. We are required to defend the LLU Patent and Technology Rights during the term of the LLU License Agreement. Additionally, we will owe royalty payments of (i)1.5% of Net Product Sales (as such terms are defined under the LLU License Agreement) and Net Service Sales on any Licensed Products (defined as any finished pharmaceutical products which utilizes the LLU Patent and Technology Rights in its development, manufacture or supply), and (ii)0.75% of Net Product Sales and Net Service Sales for Licensed Products and Licensed Services (as such terms are defined under the LLU License Agreement) not covered by a valid patent claim for technology rights and know-how for athree(3)yearperiod beyond the expiration of all valid patent claims. We also are required to produce a written progress report to LLU, discussing our development and commercialization efforts, within 45 days following the end of each year. All intellectual property rights in and to LLU Patent and Technology Rights shall remain with LLU (other than improvements developed by or on our behalf). The LLU License Agreement shall terminate on the last day that a patent granted to us by LLU is valid and enforceable or the day that the last patent application licensed to us is abandoned. The LLU License Agreement may be terminated by mutual agreement or by us upon 90 days written notice to LLU. LLU may terminate the LLU License Agreement in the event of (i) non-payments or late payments of royalty, milestone and license maintenance fees not cured within 90 days after delivery of written notice by LLU, (ii) a breach of any non-payment provision (including the provision that requires us to meet certain deadlines for milestone events (each, a Milestone Deadline)) not cured within 90 days after delivery of written notice by LLU and (iii) LLU delivers notice to us of three or more actual breaches of the LLU License Agreement by us in any 12-month period. Additional Milestone Deadlines include: (i) the requirement to have regulatory approval of an IND application to initiate first-in-human clinical trials on or before September 30, 2023, which will be extended to September 30, 2024 with a payment of a $100,000extension fee, (ii) the completion of first-in-human (phase I/II) clinical trials by September 30, 2024, which the Company is actively pursuing an extension, (iii) the completion of Phase III clinical trials by September 30, 2026 and (iv) biologic licensing approval by the FDA by September 30, 2027. The Company has not initiated clinical trials to date and the Company intends to obtain an extension to commence human trials. **License Agreement with Leland Stanford Junior University** On February 3, 2020, we entered into an exclusive license agreement (the February 2020 License Agreement) with Stanford regarding a patent concerning a method for detection and measurement of specific cellular responses. Pursuant to the February 2020 License Agreement, we received an exclusive worldwide license to Stanfords patent regarding use, import, offer, and sale of Licensed Products (as defined in the agreement). The license to the patented technology is exclusive, including the right to sublicense, beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed Field of Use in the Licensed Territory (as those terms are defined in the February 2020 License Agreement). However, Stanford agreed to not grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29, 2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology deployed in AditxtScoreTMand securing worldwide exclusivity in all fields of use of the licensed technology. We were obligated to pay and paid a fee of $25,000to Stanford within 60 days of February 3, 2020. We also issued1shareof the Companys common stock to Stanford. An annual licensing maintenance fee is payable by us on the first anniversary of the February 2020 License Agreement in the amount of $40,000for 2021 through 2024 and $60,000starting in 2025 until the license expires upon the expiration of the patent. The Company is required to pay and has paid $25,000for the issuances of certain patents. The Company will pay milestone fees of $50,000on the first commercial sales of a licensed product and $25,000at the beginning of any clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product. The Company paid a milestone fee for a clinical study for regulatory clearance of an in vitro diagnostic product developed and a potential licensed product of $25,000in March of 2022. We are also required to: (i) provide a listing of the management team or a schedule for the recruitment of key management positions by June 30, 2020 (which has been completed), (ii) provide a business plan covering projected product development, markets and sales forecasts, manufacturing and operations, and financial forecasts until at least $10,000,000in revenue by June 30, 2020 (which has been completed), (iii) conduct validation studies by September 30, 2020 (which has been completed), (iv) hold a pre-submission meeting with the FDA by September 30, 2020 (which has been completed), (iv) submit a 510(k) application to the FDA, Emergency Use Authorization (EUA), or a Laboratory Developed Test (LDT) by March 31, 2021 (which has been completed), (vi) develop a prototype assay for human profiling by December 31, 2021 (which has been completed), (vii) execute at least one partnership for use of the technology for transplant, autoimmunity, or infectious disease purposes by March 31, 2022 (which has been completed) and (viii) provided further development and commercialization milestones for specific fields of use in writing prior to December 31, 2022. F-24 In addition to the annual license maintenance fees outlined above, we will pay Stanford royalties on Net Sales (as such term is defined in the February 2020 License Agreement) during the term of the agreement as follows: 4% when Net Sales are below or equal to $5 million annually or 6% when Net Sales are above $5 million annually.The February 2020 License Agreement may be terminated upon our election on at least 30 days advance notice to Stanford, or by Stanford if we: (i) are delinquent on any report or payment; (ii) are not diligently developing and commercializing Licensed Product; (iii) miss certain performance milestones; (iv) are in breach of any provision of the February 2020 License Agreement; or (v) provide any false report to Stanford. Should any events in the preceding sentence occur, we have a thirty (30) day cure period to remedy such violation. ** **Call Option Agreement** ** On April 10, 2025, the Company entered into a Call Option Agreement (the Option Agreement) with Adjuvant Global Health Technology Fund, L.P. and Adjuvant Global Health Technology fund DE, L.P. (collectively, the Security Holder) and Evofem, pursuant to which the Security Holder granted the Company a call option (the Option) to purchase, at the sole discretion of the Company, the Evofem Securities (defined below) for an aggregate purchase price of $13 million. The Evofem Securities consist of convertible promissory notes of Evofem in the aggregate principal amount of $25 million and certain right to receive common stock agreements issued by Evofem. The Option has a term commencing on or after the satisfaction in full of the repayment obligations under that certain Securities Purchase and Security Agreement by and between Evofem, Future Pak, LLC and the designated agent dated April 23, 2020, as amended to date (the Future Pak Note), until 5:00 Pacific time on June 30, 2025 (the Call Period). Pursuant to the Option Agreement, the Security Holder may not transfer the Evofem Securities without the prior written consent of the Company; provided, however, that (i) if the Company has not provided $1.5 million of capital to Evofem by April 30, 2025 (the Funding Milestone), the Security Holder may transfer the Evofem Securities after April 30, 2025 without the prior written consent of the Company; (ii) if the Funding Milestone has not been satisfied and the Future Pak Note is still held by Future Pak on May 31, 2025, the Security Holder may transfer the Evofem Securities after May 31, 2025, without the prior written consent of the Company; and (iii) if at any time the repayment obligations of the Future Pak Note have been satisfied through or by a transaction not associated with either the Company or the transactions contemplated under the Amended and Restated Agreement and Plan of Merger, as amended to date, by and between the Company, Adifem, Inc. and Evofem, the Security Holder may transfer the Evofem Securities, without the prior written consent of the Company. As of December 31, 2025, the Option had expired. **Appili Mutual Waiver** On January 30, 2025, the Company, Adivir, and Appili (the Parties) entered into a mutual waiver, pursuant to which, among other things, the Parties waived certain provisions of the Arrangement Agreement relating to the Outside Date not occurring on or before January 31, 2025, such waiver effective until 5:00pm (ET) on February 28, 2025, in consideration of (i) a payment by Adivir to Appili in the amount of $125,000 on or before January 31, 2025, which was paid, and (ii) a payment by Adivir to Appili in the amount of $125,000 not later than February 14, 2025, which was paid, to the extent the Arrangement Agreement has not been completed prior to that time. On February 28, 2025, the Parties entered into a waiver to waive any termination rights that they may have as a result of the effective time not occurring by February 28, 2025, which waiver shall expire on September 30, 2025 in consideration of (i) a payment by Adivir to Appili in the amount of $125,000 on or before February 28, 2025, which was paid, and (ii) a payment by Adivir to Appili in the amount of $125,000 not later than March 14, 2025 (collectively the February Appili Waiver Payments), which was paid, to the extent the Arrangement Agreement has not been completed prior to that time. ** On April 2, 2025, the Company, Adivir, and Appili (the Parties) entered into a Mutual Waiver (the March Waiver), pursuant to which the Parties waived any termination rights that they had as a result of the Effective Time not occurring by March 31, 2025, which waiver shall expire on April 30, 2025 in consideration of a payment by the Company to Appili in the amount of $250,000 no later than 5:00 pm (ET) on April 18, 2025, provided that in the event a Termination Fee becomes payable by the Company or Aditxt pursuant to the Arrangement Agreement, the amount payable by the Company or Aditxt to Appili shall be reduced by the amount of the Waiver Fee paid by Adivir to Appili. As of the date of this filing, the $250,000 has not been paid. On May 2, 2025, the Parties entered into a waiver to waive any termination rights that they may have as a result of the effective time not occurring by April 30, 2025, which waiver shall expire on May 31, 2025 in consideration of a payment by Adivir to Appili in the amount of $250,000 on or before May 15, 2025 to the extent the Arrangement Agreement has not been completed prior to that time. The $250,000 was applied to the Appili Termination Fee. F-25 **Appili Termination** The Parties terminated the Arrangement Agreement effective May 31, 2025. In connection with the termination of the Arrangement Agreement, the Company is required to pay a $1,250,000 termination fee (the Appili Termination Fee). The February Appili Waiver Payments of $250,000 has been applied to the Appili Termination fee. As of December 31, 2025, there is $750,000 remaining of the Appili Termination Fee. The Appili Termination Fee is recorded in general and administrative expenses. **Fifth Amendment to Amended and Restated Merger Agreement** On March 23, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 5 to the Amended and Restated Merger Agreement (Amendment No. 5), pursuant to which, the parties agreed that (i) Evofem shall use commercially reasonable efforts to hold the Company Shareholders Meeting (as defined under the A&R Merger Agreement) no later than September 26, 2025, (ii) the Company shall invest an additional $1,500,000 in Evofem no later than April 7, 2025 in exchange for additional shares of F-1 Preferred Stock and/or, at the Companys option, senior subordinated notes of Evofem, and (iii) the End Date shall be extended to September 30, 2025. **Sixth Amendment to Amended and Restated Merger Agreement** On August 26, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 6 to the Amended and Restated Merger Agreement(Amendment No. 6), in order to (i) amend Sections 1.5 and 3.1(b)(ii) to update the definition of Unconverted Company Preferred Stock to include Series G-1 Preferred Stock of Evofem; (ii) amend Section 1.6 to update the definition of Company Shareholder Approval to include (a) the outstanding shares of Evofem common stock (including all Evofem preferred stock on the basis and to the extent it is permitted to so vote) entitled to vote thereon, and (b) each series of the unconverted Evofem preferred stock; (iii) amend Section 6.23 to clarify that Evofem will assist in obtaining Exchange Agreements (as defined in the Amended and Restated Merger Agreement) to exchange Evofem convertible notes and purchase rights for an aggregate of not more than 89,021 shares of the Companys preferred stock from the applicable Evofem shareholders; (iv) amend Section 7.2(j) to change the number of dissenting shares to no more than 741,603 shares of common stock or 202 shares of preferred stock; (v) add a new Section 7.2(k) to require waivers from each holder of Evofems Series E-1 Convertible Preferred Stock, with respect to the last sentence of Section 2, the entirety of Section 6, any price adjustment provisions that may be triggered under Section 8(a)(ii), Section 12(c) and Section 12(d) of the Evofem Series E-1 Certificate of Designations; and (vi)to replace in its entirety, the Certificate of Designation included as Exhibit C to the Amended and Restated Merger Agreement. **** **Evofem Termination** **** On October 20, 2025, Aditxt received from Evofem a notice of termination of the parties Merger Agreement. In the notice, Evofem cites Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025 special meeting) as the basis for termination, effective October 20, 2025. No termination fee or other early-termination penalty is payable by Aditxt in connection with Evofems termination pursuant to Sections 8.1(b)(ii) and 8.1(b)(iv). The Company retains its holdings of Evofem F-1 Preferred Stock, convertible notes, and Evofem Warrants. **Legal Proceedings** **** The Company is party to various actions and claims arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Companys financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate risk. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Companys financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. F-26 **NOTE 11 STOCKHOLDERS EQUITY** **Common Stock** On March 14, 2025, the Company effectuated a 1-for-250 reverse stock split (the 2025 Reverse Split).The Companys stock began trading at the 2025 Reverse Split price effective on the Nasdaq Stock Market on March 17, 2025. On March 14, 2025, Pearsanta effectuated a1-for-60reverse stock split (the 2025 Pearsanta Reverse Split). There was no change to the number of authorized shares of Pearsantas common stock. All share amounts referenced in this report are adjusted to reflect the 2025 Pearsanta Reverse Split. On November 3, 2025, the Company effectuated a1-for-113 reverse stock split (the November 2025 Reverse Split).The Companys stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on November 3, 2025. There was no change to the number of authorized shares of the Companys common stock. All share amounts referenced in this report are adjusted to reflect the November 2025 Reverse Split. On March 9, 2026, the Company effectuated a1-for-8 reverse stock split (the March 2026 Reverse Split).The Companys stock began trading on a split-adjusted basis effective on the Nasdaq Stock Market on March 9, 2026. There was no change to the number of authorized shares of the Companys common stock. All share amounts referenced in this report are adjusted to reflect the March 2026 Reverse Split. During the year ended December 30, 2024, the Company issued1share of common stock as part of the MDNA asset purchase agreement. During the year ended December 30, 2024, the Company issued1share of common stock as part of a settlement agreement. **At the Market Offering Agreement Amendment & Activity** **** On October 25, 2024 the Company entered into an amendment to the existing At The Market Offering Agreement (the ATM) with H.C. Wainwright & Co., LLC as agent (the Agent), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Companys common stock having an aggregate offering price of up to $35,000,000 (the ATM Shares). During the year ended December 31, 2025, the Company sold 348,777 ATM Shares at an average price of $51.20 per share under the ATM. The sale of the ATM Shares generated net proceeds of approximately $17,846,708 after paying fees and expenses. (Note 14) **ELOC Activity** On May 2, 2024, the Company entered into a Common Stock Purchase Agreement (the ELOC Purchase Agreement) with an equity line investor (the ELOC Investor), pursuant to which the ELOC Investor has agreed to purchase from the Company, at the Companys direction from time to time, in its sole discretion, from and after the date effective date of the Registration Statement (as defined below) and until the termination of the ELOC Purchase Agreement in accordance with the terms thereof, shares of the Companys common stock having a total maximum aggregate purchase price of $150,000,000 (the ELOC Purchase Shares), upon the terms and subject to the conditions and limitations set forth in the ELOC Purchase Agreement. **** In January 2025, the Company issued a total of 410 shares to the ELOC Investor in connection with $2,250,000 in commitment fees as defined in the ELOC Purchase Agreement. **** During the year ended December 31, 2025, the Company sold 55,165 shares at an average price of $475.60 per share under the ELOC Purchase Agreement. The sale of shares generated net proceeds of approximately $26,281,517 after paying fees and expenses. F-27 **Preferred Stock** The Company is authorized to issue3,000,000shares of preferred stock, par value $0.001per share. There were27,752 and35,758shares of preferred stock outstanding as of December 31, 2025 and December 31, 2024, respectively. All series of the Companys convertible preferred stock include alternate conversion provisions. The Companys convertible preferred stock also contains floor pricing provisions; the Company has the discretion to issue shares below the floor price. | Aditxt Preferred Share Class | | Quantity Issued and Outstanding as of December31, 2025 | | | Standard Conversion Common Stock Equivalent | | | Liquidation Amount | | | | Series A Preferred Stock | | | - | | | | - | | | $ | - | | | | Series A-1 Convertible Preferred Stock1 | | | 21,542 | | | | 3 | | | | 26,927,363 | | | | Series B Preferred Stock | | | - | | | | - | | | | - | | | | Series B-1 Convertible Preferred Stock | | | 2,689 | | | | 1 | | | | 3,361,250 | | | | Series B-2 Convertible Preferred Stock | | | 2,625 | | | | 1 | | | | 3,281,250 | | | | Series C Preferred Stock | | | - | | | | - | | | | - | | | | Series C-1 Convertible Preferred Stock1 | | | 896 | | | | 1 | | | | 1,120,290 | | | | Series D-1 Preferred Stock | | | - | | | | - | | | | - | | | | Total Aditxt Preferred Shares Outstanding | | | 27,752 | | | | 6 | | | $ | 34,690,153 | | | | 1 | Quantity issued and outstanding as of December 31, 2025, includes the additional shares classified as mandatorily redeemable in the consolidated balance sheets. | | **Series A-1 Convertible Preferred Stock Redemptions** During the year ended December 31, 2025, the Company redeemed approximately 529 shares of Series A-1 Convertible Preferred Stock for $608,000. In connection with the May Purchase Agreement, the Company applied $779,049 of the gross proceeds of the ATM and ELOC as a payable to redeem approximately 678 of the Series A-1 Preferred Shares in a mandatory redemption. (Note 8) **Series C-1 Convertible Preferred Stock Redemptions** **** For the year ended December 31, 2025, the Company redeemed approximately 7,476 shares of Series C-1 Convertible Preferred Stock for $8,598,442. As of the date of this report, the Company has an outstanding redemption payable of 896 shares Series C-1 Convertible Preferred Stock of $1,030,667. **Pearsanta Acquisition of Assets** **** On March 24, 2025, Pearsanta, a majority-owned subsidiary of the Company entered into an Agreement for the Acquisition of Patents (the Pearsanta Acquisition Agreement) with the holders (the Asset Holders) of certain patents and intellectual property assets (the Pearsanta Acquired Assets), which are related to the detection of DNA adducts for detection of changes to the DNA that may lead to potentially disease-causing mutations, pursuant to which Pearsanta acquired the Pearsanta Acquired Assets in consideration of the issuance by Pearsanta to the Asset Holders of an aggregate of 200 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the Pearsanta Series B Preferred Stock). The Pearsanta Series B Preferred Stock valued at $50.00 per share resulting in $10,000 of patent expenses being recognized on the statement of operations. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Pearsanta Series B Preferred Stock, the Pearsanta Series B Preferred Stock will be mandatorily and automatically converted, with no further action on the part of the holders thereof, into 1,000 fully paid and nonassessable shares of common stock (1:1,000) (the Series B Conversion Ratio) of Pearsanta upon the consummation of a firm underwritten initial public offering of the common stock for cash effected pursuant to a registration statement or similar document filed by or on behalf of Pearsanta under the Securities Act of 1933, as amended (a Pearsanta Qualifying IPO), provided, however, that if the value of such Pearsanta Series B Preferred Stock, on an as-converted basis, at the time of the pricing of the Pearsanta common stock in connection with the Pearsanta Qualifying IPO does not equal $1,000,000, then the conversion ratio of the Pearsanta Series B Preferred Stock will be adjusted such that the value of the securities received in the Pearsanta Qualifying IPO by the Asset Holders shall equal $1,000,000 in the aggregate. F-28 **Stock-Based Compensation** In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the 2017 Plan).The 2017 Plan provides for the grant of equity awards to directors, employees, and consultants.The Company is authorized to issue up to1 share of our common stock pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board of Directors.All shares of our common stock pursuant to awards under the 2017 Plan have been awarded. On February 24, 2021, our Board of Directors adopted the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the 2021 Plan). The 2021 Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the Awards). Eligible recipients of Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Compensation Committee of the Board of Directors (the Committee) administers the 2021 Plan. An amendment to the 2021 Plan was submitted and approved by the Companys stockholders at the 2024 annual meeting of stockholders, increasing the shares of common stock issuable under the plan by 1 share. A total of1share of common stock, par value $0.001per share, of the Company may be issued pursuant to Awards granted under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent (100%) of the Fair Market Value (as defined in the 2021 Plan) of a share of common stock on the date of grant. The 2021 Plan was submitted and approved by the Companys stockholders at the 2021 annual meeting of stockholders, held on May 19, 2021. Securities issued under the 2017 and 2021 plans are on a per participant basis, upon adjustment for reverse stock splits each lot of securities are rounded to the nearest whole share. During the year ended December 31, 2025 and 2024, the Company granted no new options. The Company recognizes option forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. The following is an analysis of the stock option grant activity under the Plan: | Vested and Nonvested Stock Options | | Number | | | Weighted Average Exercise Price | | | Weighted Average Remaining Life | | | | Outstanding December 31, 2024 | | | 61 | | | $ | 40,133,192,629.36 | | | | 6.10 | | | | Granted | | | - | | | | - | | | | - | | | | Exercised | | | - | | | | - | | | | - | | | | Expired or forfeited | | | (6 | ) | | | 180,860,266,666.67 | | | | - | | | | Outstanding December 31, 2025 | | | 55 | | | $ | 24,781,148,189.09 | | | | 5.72 | | | | Nonvested Stock Options | | Number | | | Weighted- Average Exercise Price | | | | Nonvested on December 31, 2024 | | | - | | | $ | - | | | | Granted | | | - | | | | - | | | | Vested | | | - | | | | - | | | | Forfeited | | | - | | | | - | | | | Nonvested on December 31, 2025 | | | - | | | $ | - | | | As of December 31, 2025, there were55exercisable options; these options had a weighted average exercise price $24,781,148,189.09. F-29 On December 18, 2023, our Board of Directors adopted the Pearsanta, Inc. 2023 Omnibus Equity Incentive Plan (the Pearsanta 2023 Plan) and the 2023 Parent Service Provider Equity Incentive Plan (the Pearsanta Parent 2023 Plan), collectively (the Pearsanta Plans). The Pearsanta Plans provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based awards (collectively, the Pearsanta Awards). Eligible recipients of Pearsanta Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Board of Directors administers the Pearsanta Plans. The Pearsanta 2023 Plan consists of a total of250,000shares of Pearsanta common stock, par value $0.001per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta 2023 Plan. The Pearsanta Parent 2023 Plan consists of a total of155,334shares of Pearsanta common stock, par value $0.001per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta Parent 2023 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option will be no less than one hundred percent (100%) of the Fair Market Value (as defined in the Pearsanta Plans) of a share of Common Stock on the date of grant. During the year ended December 31, 2025 and 2024, Pearsanta granted no new options under the Pearsanta 2023 Plan. The following is an analysis of the stock option grant activity under the Pearsanta Plans: | Vested and Nonvested Stock Options | | Number | | | Weighted Average Exercise Price | | | Weighted Average Remaining Life | | | | Outstanding December 31, 2024 | | | 181,227 | | | $ | 1.19 | | | | 8.84 | | | | Granted | | | - | | | | - | | | | - | | | | Exercised | | | - | | | | - | | | | - | | | | Expired or forfeited | | | - | | | | - | | | | - | | | | Rounding in connection with Reverse Split | | | - | | | | - | | | | - | | | | Outstanding December 31, 2025 | | | 181,227 | | | $ | 1.19 | | | | 7.84 | | | | Nonvested Stock Options | | | Number | | | | Weighted- Average Exercise Price | | | | Nonvested on December 31, 2024 | | | - | | | $ | - | | | | Granted | | | - | | | | - | | | | Vested | | | - | | | | - | | | | Forfeited | | | - | | | | - | | | | Nonvested on December 31, 2025 | | | - | | | $ | - | | | As of December 31, 2025, there were181,227exercisable options; these options had a weighted average exercise price $1.19. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $0during the year ended December 31, 2025. The remaining value to be expensed is$0as of December 31, 2025. The weighted average vesting term is0years as of December 31, 2025. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $32,918 during the year ended December 31, 2024, of which $32,918 is included in general and administrative expenses in the accompanying statements of operations. F-30 **Warrants** For the year ended December 31, 2025, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows: | Exercise price | | $ | 1,808.00 | | | | Expected dividend yield | | | 0 | % | | | Risk free interest rate | | | 3.75 | % | | | Expected life in years | | | 1.0 | | | | Expected volatility | | | 190 | % | | The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of comparable public companies common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future warrant grants, until such time that the Companys common stock has enough market history to use historical volatility. The dividend yield assumption for warrants granted is based on the Companys history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes warrant forfeitures as they occur, as there is insufficient historical data to accurately determine future forfeitures rates. A summary of warrant issuances are as follows: | Vested and Nonvested Warrants | | Number | | | Weighted Average Exercise Price | | | Weighted Average Remaining Life | | | | Outstanding December 31, 2024 | | | 64 | | | $ | 19,576,789,106.88 | | | | 4.51 | | | | Granted | | | 664 | | | | 1,808.00 | | | | 1.98 | | | | Exercised | | | - | | | | - | | | | - | | | | Expired or forfeited | | | (12 | ) | | | 86,422,400,000.00 | | | | - | | | | Outstanding December 31, 2025 | | | 716 | | | $ | 732,031,904.50 | | | | 1.49 | | | | Nonvested Warrants | | Number | | | Weighted- Average Exercise Price | | | | Nonvested on December 31, 2024 | | | - | | | $ | - | | | | Granted | | | 664 | | | | 1,808.00 | | | | Vested | | | (664 | ) | | | 1,808.00 | | | | Forfeited | | | - | | | | - | | | | Nonvested on December 31, 2025 | | | - | | | $ | - | | | The Company recognized stock-based compensation expense related to all options granted and vesting expense of $473,311during the year ended December 31, 2025. The remaining value to be expensed is$0as of December 31, 2025. The weighted average vesting term is0years as of December 31, 2025. F-31 **NOTE 12 INCOME TAXES** For the years ended December31, 2025 and 2024, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Companys losses before income taxes consist solely of losses from domestic operations. Income (loss) before income taxes: | | | Year Ended December31, | | | Year Ended December31, | | | | (In thousands) | | 2025 | | | 2024 | | | | Income (loss) before income taxes: | | | | | | | | | Domestic | | $ | (42,787 | ) | | $ | (35,021 | ) | | | Foreign | | | - | | | | - | | | | Total | | $ | (42,787 | ) | | $ | (35,021 | ) | | A reconciliation of income tax expense to the amount computed by applying the 21% statutory federal income tax rate to the loss from operations is summarized for the year ended December 31, 2025 after the adoption of ASU 2023-09 is as follows: | | | Year Ended December 31, 2025 | | | | (In thousands) | | Amount | | | Percent | | | | U.S. Federal Statutory Tax Rate | | $ | (8,992 | ) | | | 21.0 | % | | | State and Local Income Tax, Net of Federal (National) Income Tax Effect | | | - | | | | - | % | | | Foreign Tax Effects | | | - | | | | - | % | | | Effect of Changes in Tax Laws or Rates Enacted in the Current Period | | | - | | | | - | % | | | Effect of Cross-Border Tax Laws | | | - | | | | - | % | | | Tax Credits | | | - | | | | - | % | | | Changes in valuation allowances | | | 9,203 | | | | -21.5 | % | | | Nontaxable or Nondeductible Items | | | 3 | | | | - | % | | | Changes in Unrecognized Tax Benefits | | | - | | | | - | % | | | Other Adjustments | | | (214 | ) | | | 0.5 | % | | | Total Provision for Income Taxes | | $ | - | | | | - | % | | A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory federal income tax rate to the loss from operations is summarized for the tax year ended December 31, 2024 prior to the adoption of ASU 2023-09 is as follows: | | | Year Ended December 31, 2024 | | | | (In thousands) | | Amount | | | Percent | | | | U.S. Federal Statutory Tax Rate | | $ | (7,354 | ) | | | 21.0 | % | | | State and local income tax net of federal benefit | | | (385 | ) | | | 1.1 | % | | | Tax Credits | | | (106 | ) | | | 0.3 | % | | | Change in valuation allowance | | | 8,300 | | | | (23.7 | )% | | | Permanent Differences/Others | | | (455 | ) | | | 1.3 | % | | | Total Provision for Income Taxes | | $ | - | | | | - | % | | F-32 Significant components of the Companys deferred tax assets and liabilities as of December 31, 2025 and December 31, 2024 are as follows: | | | Year Ended December31, | | | Year Ended December31, | | | | | | 2025 | | | 2024 | | | | (In thousands) | | | | | | | | | Deferred tax assets: | | | | | | | | | Net operating loss carryforwards | | $ | 34,068 | | | $ | 24,722 | | | | Capitalized Research and Experimental Expenditures | | | 3,226 | | | | 4,158 | | | | R&D and investment tax credits | | | 637 | | | | 752 | | | | Investment in Evofem | | | 4,750 | | | | - | | | | Stock-based compensation | | | 1,627 | | | | 1,584 | | | | Operating lease liability | | | 273 | | | | 271 | | | | Loss on Impairment of Debt | | | - | | | | 3,320 | | | | Other | | | 204 | | | | 151 | | | | Total deferred tax assets | | $ | 44,785 | | | $ | 34,958 | | | | | | | | | | | | | | | Deferred tax liabilities: | | | | | | | | | | | Right of use asset | | | (273 | ) | | | (251 | ) | | | Fixed assets | | | (56 | ) | | | (147 | ) | | | Total deferred tax liabilities | | | (329 | ) | | | (398 | ) | | | Valuation allowance | | | (44,456 | ) | | | (34,560 | ) | | | Net deferred tax assets/(liabilities) | | $ | - | | | $ | - | | | The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and tax credits. Management has considered the Companys history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December31, 2025 and 2024, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Companys valuation allowance increased during 2025 by approximately $9.9million primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures. The Companys valuation allowance increased during 2024 by approximately $9.9million primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures. As of December31, 2025 and 2024, the Company had U.S. federal net operating loss carryforwards of $34.1million and $24.7million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act ( TCJA) will generally allow losses incurred after 2017 to be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or80% of a corporations taxable income (subject to Section382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporations net operating loss carryover or100% of a corporations taxable income and be available fortwenty yearsfrom the period the loss was generated. The Company has federal net operating losses generated following 2017 of $99.8million, which do not expire. The federal net operating losses generated prior to 2018 of $0.1million will expire at various dates through 2037.The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to thefiveprior taxyears.In addition, net operating losses generated in these years could fully offset prior year taxable income without the80% of the taxable income limitation under the TCJA which was enacted on December 22, 2017. The Company has been generating losses since its inception, as such the net operating loss carryback provision under the CARES Act is not applicable to the Company. F-33 As of December31, 2025 and 2024, the Company also had U.S. state net operating loss carryforwards (post-apportioned) of $2.8million and $2.8million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2042. As of December31, 2025, the Company had $0.0million federal tax credit carryforwards available to reduce future tax liabilities which expire at various dates through 2042. As of December31, 2024, the Company had $0.1 millionfederal tax credit carryforwards. As of December31, 2025 and 2024, the Company had state research and development tax credit carryforwards of approximately $0.6million and $0.8million, respectively, which may be available to reduce future tax liabilities and can be carried over indefinitely. Utilization of the U.S. federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section382 and Section383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company has not, as of yet, conducted a study of research and development tax credit carryforwards. Such a study, once undertaken by the Company, may result in an adjustment to the research and development tax credit carryforwards; however, a full valuation allowance has been provided against the Companys research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment is required. The Company files tax returns in the United States, California, Virginia, and New York. The Company is subject to U.S. federal and state tax examinations by tax authorities for the tax years ended December 31, 2019 through present. As of December31, 2025 and 2024, the Company has recorded no liability for unrecognized tax benefits, interest, or penalties related to federal and state income tax matters and there currently no pending tax examinations. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. **NOTE 13 SEGMENT REPORTING** The Company operates inoneoperating segment, and therefore one reportable segment, and is focused on the discovery and development of biopharmaceutical products. The Companys business activities are managed on a consolidated basis through the development and potential commercialization of biopharmaceutical products, which are aimed at the global market in the event that products are successful in receiving regulatory approvals. Our determination that we operate as a single operating segment is consistent with the financial information regularly reviewed by the chief operating decision makers for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. Our chief operating decision makers are the Chief Executive Officer and Chief Financial Officer. The accounting policies for our single operating segment are the same as those described in the summary of significant accounting policies. Our single operating segment incurs expenses from the development of biopharmaceutical products. For the segment, the chief operating decision makers use net loss, that also is reported on the consolidated statements of operations as consolidated net loss, to allocate resources. The chief operating decision maker also uses consolidated net loss, along with non-financial inputs and qualitative information, to evaluate our performance, establish compensation, monitor budget versus actual results, and decide the allocation of funds in our various research activities. F-34 **NOTE 14 SUBSEQUENT EVENTS** The Company has evaluated all significant events or transactions that occurred through March 31, 2026, the date these consolidated financial statements were available to be issued. **Nasdaq Notification Letter** On January 27, 2026, the Company received a letter from Nasdaq indicating that, based on Nasdaqs review of the Companys plan submitted on January 15, 2026, Nasdaq has granted the Company an extension to regain compliance with Nasdaq Listing Rule 5550(b) (the Rule). The Rule requires a company to maintain a minimum of $2,500,000 in stockholders equity, a market value of listed securities of at least $35,000,000, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. Nasdaqs extension is conditioned on the Company completing financing transactions and, on or before May 15, 2026, furnishing to the Securities and Exchange Commission and Nasdaq a publicly available report that includes certain disclosures regarding the deficiency and the transaction or event the Company believes enabled it to satisfy the stockholders equity requirement for continued listing. Nasdaqs letter also provides that the Company may be required to include, as applicable, a balance sheet no older than 60 days with pro forma adjustments evidencing compliance. Nasdaq further stated that if the Company fails to evidence compliance with the Rule upon filing its periodic report for the period ending June 30, 2026, the Company may be subject to delisting. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will be able to regain compliance with the Rule, or maintain compliance thereafter, or that Nasdaq will continue to grant the Company additional time to regain compliance. **Vertalo Action** On February 3, 2026, Vertalo, Inc. (Vertalo) filed an Original Petition against the Company in the District Court of Travis County, Texas (98th Judicial District), Cause No. D-1-GN-26-000795. The complaint follows Aditxt terminating their agreement with Vertalo for material breach. Vertalos complaint asserts claims for breach of contract and seeks, among other relief, alleged unpaid fees of $300,000, warrants to acquire 6,250 shares of Aditxt common stock, $26,000 of alleged travel-related costs, additional alleged damages of at least $500,000, attorneys fees, and interest. Aditxt disputes the allegations and intends to defend the matter vigorously, pursue counterclaims and pursue available claims and defenses. Based on information available to the Company at present, the Company cannot reasonably estimate a range of loss for this potential action We cannot predict the outcome of this dispute with certainty. Regardless of the outcome, this action could have an adverse impact on the Company due to legal costs, diversion of management resources, and other factors. **2026 Special Meeting** **** On February 13, 2026, the Company reconvened its special meeting of stockholders (the Reconvened Special Meeting), which was initially held on January 30, 2026 in virtual format and adjourned until February 13, 2026 in order to allow for additional time for the Companys stockholders to vote. An aggregate of 64,571 shares of the Companys common stock or 33.39% of the voting authority, constituting a quorum, were represented virtually, in person, or by valid proxies at the Reconvened Special Meeting. F-35 The stockholders of the Company approved the following matters (i) for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series A-1 Convertible Preferred Stock originally issued by the Company in December 2023 (ii) for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying shares of Series C-1 Convertible Preferred Stock and common stock purchase warrants originally issued by the Company in May 2024 and August 2024 (iii) for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying common stock purchase warrants originally issued by the Company in July 2024 (iv) the Companys 2025 Employee Stock Purchase Plan (v) to approve an amendment to our 2021 Plan to increase the number of shares of common stock issuable thereunder to 350,000 shares from 3 shares (vi) the Companys proposed amendment to its Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation), to change the Companys name from Aditxt, Inc. to bitXbio, Inc. (vii) discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a reverse stock split, at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-two hundred fifty (1:250) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders **Aditxt Reverse Split** **** At the Reconvened Special Meeting, the stockholders approved a proposal to amend the Companys certificate of incorporation to effect a reverse split of the Companys outstanding shares of common stock, par value $0.001 at a specific ratio within a range of one-for five (1:for:5) to a maximum of one-for-two hundred fifty (1:for:250), with the exact ratio to be determined by the Companys board of directors in its sole discretion. Following the Special Meeting, the board of directors approved the March 2026 Reverse Split with a ratio of one-for-eight (1:for:8) of the Companys issued and outstanding shares of common stock. On March 9, 2026, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the Certificate of Amendment) to effect the March 2026 Reverse Split. The March 2026 Reverse Split became effective as of 4:01 p.m. Eastern Time on March 6, 2026, and the Companys common stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened on March 9, 2026. The March 2026 Reverse Stock Split is primarily intended to bring the Company into compliance with Nasdaqs minimum bid price requirement. When the March 2026 Reverse Split became effective, every 8 shares of the Companys issued and outstanding common stock were automatically combined, converted and changed into 1 share of the Companys common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Companys equity incentive compensation plans. Any fraction of a share of common stock created as a result of the March 2026 Reverse Split was rounded up to the next whole share. Holders of the Companys common stock held in book-entry form or through a bank, broker or other nominee did not need to take any action in connection with the March 2026 Reverse Split. Stockholders of record received information from the Companys transfer agent regarding their common stock ownership post- the March Reverse Stock Split. The Companys common stock continues to trade on the Nasdaq Stock Market LLC under the existing symbol ADTX, but the security has been assigned a new CUSIP number (007025877). **Acquisition of Ignite Proteomics, LLC** **** On March 11, 2026, the Company entered into a Securities Purchase Agreement (the Ignite Agreement) with IMAC Holdings, Inc. (IMAC) and the several investors listed on the Schedule of Buyers attached to the Agreement (collectively, the Ignite Buyers) whereby the Ignite Buyers sold 100% of their equity interests in Ignite Proteomics, LLC, a Delaware limited liability company (Ignite) and formerly a wholly owned subsidiary of IMAC plus $475,000 in cash, for a total consideration of 36,000 shares of the Companys newly created Series A-2 Convertible Preferred Stock (the Preferred A-2 Shares). The stated value of the Preferred A-2 Shares is $1,000 per share for a total of $36,000,000 in preferred stock. The equity interests of Ignite purchased by the Company under the Ignite Agreement represent 100% of the issued and outstanding equity of Ignite. As of the date of this filing, the Company is still determining the financial statement impact of the transaction. F-36 The Preferred A-2 Shares are convertible into shares of Common Stock. If, as of the first anniversary of the Closing Date (as defined in the Ignite Agreement), the Conversion Price (as defined in the Certificate of Designation for the Preferred A-2 Shares) is less than the Market Price (as defined in the Ignite Agreement), the Company shall provide each stockholder entitled to vote at the next annual meeting of stockholders of the Company a proxy statement soliciting each such stockholders affirmative vote at the stockholder meeting for approval to change the amount of the Conversion Price to such lower number. If the stockholders do not approve changing the Conversion Price, the Company will again recommend approval of the new Conversion Price at each succeeding annual meeting of stockholders until such approval is obtained. **** **Issuance of Note** **** On March 11, 2026, the Company entered into a Note Purchase Agreement (the March Note Purchase Agreement) with the several buyers (the March Note Buyers), pursuant to which the Company will issue its 10% original issue discount promissory notes (the March 2026 Notes) for the aggregate principal amount of $3,194,444. The aggregate funding amount from all March Note Buyers was $2,875,000 at closing. The March 2026 Notes bear interest on the outstanding principal balance at 6% per annum and shall adjust to 12% per annum upon an Event of Default (as defined in the March 2026 Notes) so long as such Event of Default remains uncured. The March 2026Notes may be prepaid at anytime with no penalty. The March 2026Notes mature nine months from the issuance date, and all outstanding principal and accrued interest shall be due on the maturity date. **** A March Note Buyer also has the right to roll all or any portion of the March 2026 Notes into securities issued by the Company in future capital-raising transactions. **** **January Loan Agreement Payoff** **** On March 12, 2026, the Company entered into a payoff agreement (the January Loan Payoff Agreement) with the January Lender. Pursuant to the January Loan Payoff Agreement, the Company paid $1,064,985.99 to the January Lender to settle the outstanding balance of the January Loan Agreement and for the consent to enter into the March Note Purchase Agreement and Ignite Agreement. **At the Market Activity** **** For the period beginning January 1, 2026, through the date of this report, the Company sold 50,139 shares at an average price of $13.06 per share under the ATM. The sale of Shares generated net proceeds of approximately $633,631 after paying fees and expenses. On March 27, 2026, the Company increased the maximum aggregate offering price of the shares of the Companys Common Stock issuable under the ATM with H.C. Wainwright &Co., dated October 25, 2024, by an additional $36,800,000 or up to $53,398,964, not including the approximately $21,257,000 of shares of common stock sold to date under the ATM, and filed a prospectus supplement. **Series A-1 Convertible Preferred Stock Redemptionss** **** For the period beginning January 1, 2026 through the date of this report, the Company redeemed approximately 322 shares of Series A-1 Convertible Preferred Stock for $369,996. As of the date of this report, the Company has an outstanding redemption payable of 356 shares Series A-1 Convertible Preferred Stock of $409,052. **Series A-1 Convertible Preferred Stock Conversions** For the period beginning January 1, 2026 through the date of this report, the holders of the Series A-1 Convertible Preferred Stock converted approximately 604 shares of Series A-1 Convertible Preferred Stock for 408,239 shares of common stock. F-37