UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For fiscal year ended: December 31, 2024

 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)

 Registrant's telephone number, including
area code: (650) 870-1200

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of each Class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.001 per share

 ADTX

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(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

(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. Yes No

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). Yes No

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.

has filed a report on and attestation to its management's 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 registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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, 2024, based on a closing price of $13,700.00 was approximately $ 2,732,712.

 As of March 28, 2025, the registrant had 1,159,201 and 1,159,200 shares
of common stock, $0.001 par value per share, issued and outstanding, respectively.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the Registrant's definitive
proxy statement relating to its 2024 annual meeting of stockholders (the "2024 Proxy Statement") are incorporated by reference
into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed with the Securities and Exchange
Commission (the "SEC") within 120 days after the end of the fiscal year to which this report relates.

 ANNUAL REPORT ON FORM 10-K

 FOR THE YEAR ENDED DECEMBER 31, 2024

 PART
 I

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved]

 Item

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item

 Financial
 Statements and Supplementary Data

 Item

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 Item
 9C

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive
 Compensation

 Item

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accountant Fees and Services

 PART
 IV

 Item

 Exhibits
 and Financial Statement Schedules

 SIGNATURES

 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

 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:

 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;

 our financial situation creates doubt whether we will continue as a going concern;

 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;

 iii

 customers may not adopt our products quickly, or at all;

 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 restricted stock awards, restricted stock units, options and warrants and may continue to do so in the future. The vesting and, if applicable, 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;

 future sales or issuances of substantial amounts of our common stock, including, potentially as a result of future acquisitions or strategic transactions, including the transactions with Evofem Biosciences, Inc. and Appili Therapeutics, Inc. could result in significant dilution;

 while we have entered into a Merger Agreement with Evofem Biosciences, Inc. and an Arrangement Agreement with Appili Therapeutics, Inc., we cannot assure you that such transactions will be consummated or, that if such transaction is consummated, that it will be accretive to stockholder value;

 we may engage in future acquisitions or strategic transactions, including the transactions Evofem Biosciences, Inc. and Appili Therapeutics, Inc., which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management;

 we have entered into a Common Stock Purchase Agreement with an equity line investor pursuant to which we may issue and sell up to $150 million of our common stock, which could result in significant dilution;

 we have entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC pursuant to which we may issue and sell up to $35 million of our common stock, which could result in significant dilution;

 we were notified by the Listing Qualifications Staff of Nasdaq that it has determined that as of March 6, 2025, the Company's securities had a closing bid price of $0.10 or less for ten consecutive trading days. As a result, we are subject to the provisions contemplated under Listing Rule 5810(c)(3)A)(iii) and the Staff has determined to delist our securities from The Nasdaq Capital Market. On March 12, 2025, we filed with the Secretary of State of the State of Delaware a certificate of amendment to our certificate of incorporation to effect a 1:250 reverse stock split. The reverse stock split became effective as of 4:01 p.m. Eastern Time on March 14, 2025, and our common stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened on March 17, 2025. The reverse stock split is primarily intended to bring the Company into compliance with Nasdaq's minimum bid price requirement. On March 14, 2025, we submitted an appeal to Nasdaq, which will stay the delisting and suspension of our securities pending the decision of the Nasdaq Hearings Panel. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request. At the hearing, the Company intends to present its views and its plans to regain compliance with the minimum bid price rules to the Panel. There can be no assurance that the Company will be able to evidence compliance with the minimum bid price rules or any other applicable requirements for continued listing on The Nasdaq Capital Market prior to the hearing. It is the Company's understanding that the Panel typically issues its decision within 30 days after the hearing; and

 exclusive forum provisions in our amended and restated certificate of incorporation and amended and restated bylaws.

 iv

 Item 1. Business.

 Overview and Mission

 We believe the world needs—and
deserves—a 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.

 Our Model

 Aditxt is not about a single
idea or a single molecule. We believe that it is about making sure the right innovation is made possible. Our business model has three
main components as follows:

 (1)

 Securing an Innovation: Our process begins with identifying and securing innovations through licensing or acquisition of an innovation asset. Assets come from a variety of sources including research institutions, government agencies, and private organizations.

 (2)

 Growing an Innovation: Once an innovation is secured, we surround it with activation resources that take a systemized approach to bringing that idea to life. Our activation resources include innovation, operations, commercialization, finance, content and engagement, personnel, and administration.

 (3)

 Monetizing an Innovation: Our goal is for each innovation to become commercial-stage and financially and operationally self-sustainable, to create shareholder value.

 We engage various stakeholders
for each of our programs on every level. This includes identifying researchers and research institution partners, such as Stanford University;
leading health institutions to get critical trials underway, such as Mayo Clinic; manufacturing partners who enable us to take innovations
from preclinical to clinical; municipalities and governments, such as the city of Richmond and the state of Virginia and public health
agencies who work with us to launch our program, Pearsanta's laboratory; and thousands of shareholders around the globe. We seek
to enable promising innovation to become purposeful products that have the power to change lives.

 Our Value Proposition

 We believe that far too often,
promising treatment or technology does not reach commercialization due to lack of expertise, key resources, or efficiency. As a result,
potentially life-changing and lifesaving treatments are not available to the individuals who so desperately need them.

 Aditxt seeks to bring the holistic
concept of an efficient, socialized ecosystem for advancing and accelerating innovations. Our process: We seek to license or acquire promising
innovations. We will then form and build out a subsidiary around each innovation and support the subsidiaries through innovation, operation,
commercialization, content and engagement, finance, personnel, and administration to thrive and grow as a successful, monetizable business.

 Since our inception, we have
built infrastructure consisting of innovation, operation, commercialization, content and engagement, finance, personnel, and administration,
to support the rapid transformation of untapped innovations. Each of the main components of our infrastructure has established global
access to partnerships with industry leaders, top-rated research and medical institutions, universities, manufacturing and distribution
companies, and critical infrastructure such as CLIA-certified state-of-the art labs and manufacturing.

 The Shifting Landscape of Innovation

 Innovation
in general, and health innovations specifically, require significant resources. The convergence of biotech, high-tech, and media offers
new possibilities of accelerating breakthrough innovations faster and more efficiently. This approach reflects our mission of "Making
Promising Innovations Possible, Together".

 We believe that people deserve
innovative solutions, which have never been more within reach. We believe the best idea, best product and the best solution will come
from creating an ecosystem where all stakeholders, such as vendors, customers, municipalities, and shareholders contribute. When we disrupt
the way we're innovating, through our collaborative model, we believe we can move faster and more efficiently to activate viable
solutions that have the potential to make a measurable impact.

 Our Growth Strategy

 We believe that the era of
precision and personalized medicine is here and that people around the globe would benefit from health diagnostics and treatments that
more accurately pinpoint the problems and more precisely treat the condition. In addition to our current programs, Adimune and Pearsanta,
we look to bring in future health innovations in the areas of software and AI, medical devices, therapeutics, and other technologies that
take a fundamentally different approach to health because they prioritize personalized precision medicine, timely disease root cause analysis,
and targeted treatments.

 Year over year, we plan to
continue building our infrastructure and securing more personalized and precision health innovations that align with our mission. These
opportunities may come in different forms such as IP, an early-stage company, or a late-stage company. We will continue to scale our systemized
approach to the innovation process, making large-scale automation and enterprise systems available to our portfolio companies at every
stage of their growth. Specifically, certain subsidiaries will need to grow through further M&A activities, operational infrastructure
implementation, and development or acquisition of critical technologies.

 Our Team

 Aditxt is led by an entrepreneurial
team with passion for transforming promising innovations into successful businesses. Our leadership come from a variety of different industries,
with collective expertise in founding startup innovation companies, developing and marketing biopharmaceutical and diagnostic products,
designing clinical trials, manufacturing, and management of private and public companies. We have deep experience in identifying and accessing
promising health innovations and developing them into products and services with the ability to scale. We understand the capital markets,
both public and private, as well as M&A and facilitating complex IPOs.

 The following are profiles
of three subsidiaries we have formed, including the terms of the intellectual property licenses that have been sublicensed from Aditxt
to help build each of the businesses.

 THE ADITXT PROGRAMS

 We are a commercial-stage company
with a mission of bringing stakeholders together, to transform promising innovations into products and services that could address some
of the most challenging needs. Our current focus spans five critical areas: immune health, precision health, population health,
women's health, and neurologic health. We are developing a robust portfolio and pipeline of products at various stages of development
and also regularly seek to acquire complementary assets and products through acquisitions and other strategic transactions. Set forth
below is a summary of our current programs.

 Program

 Focus

 Product

 Indication

 Development

 Pre-Launch

 Commercial

 Adimune

 Immune Health

 ADI-100

 Psoriasis

 X

 Adimune

 Immune Health

 ADI-100

 Type 1 diabetes

 X

 Adimune

 Immune Health

 ADI-100

 Stiff-persons syndrome

 X

 Adimune

 Immune Health

 ADI-100

 Skin allografting

 X

 AditxtScore Ab

 COVID-19

 X

 X

 X

 AditxtScore NAb

 COVID-19

 X

 X

 X

 MET

 Endometriosis

 X

 X

 MPT

 Prostate CA

 X

 X

 UTI

 Advanced UTI

 X

 MOT

 Ovarian CA

 X

 PLT

 Lung CA

 X

 LFA-RVP

 Flu A/B, COVID

 X

 AditxtScore T1D

 Type 1 diabetes

 X

 AditxtScore CNS

 NMO & MOGAD

 X

 Brain Scientific

 Neuro Health

 NeuroCap/NeuroEEG

 Epilepsy/TBI/Dementia

 X

 X

 ADIMUNE, INC.

 Formed in January 2023, Adimune,
Inc. ("Adimune") is focused on leading our immune modulation therapeutic programs. Adimune's 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, psoriasis, and in many autoimmune diseases of the CNS and has been successfully tested in several preclinical
models (e.g., skin grafting, psoriasis, type 1 diabetes, multiple sclerosis).

 All preclinical studies ADI-100
have been completed providing several data points supporting the potential effectiveness of ADI-100 in restoring durable tolerance over
the 10-month duration of the T1D studies both in prevention and treatment study designs. 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. 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 Process
(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, two remaining drug product release
assays specifically designed for ADI-100 are in the final stages of validation 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 type 1 diabetes. 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 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 get underway in 2025
with enrollment of 10-20 patients, some of whom may also have type 1 diabetes. ADI-100 will initially be tested for safety and efficacy.

 Background

 The
discovery of immunosuppressive (anti-rejection and monoclonal) drugs over 40 years ago 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 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 of use to the exclusive worldwide license for commercializing ADI nucleic acid-based technology (which is
currently at the pre-clinical stage) 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 or rejecting self and transplanted tissues and organs. It does so by tapping into the body's 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.

 Formed in January 2023, our
majority owned subsidiary Pearsanta, Inc. ("Pearsanta") seeks to take personalized medicine to a new level by delivering
"Health by the Numbers." On November 22, 2023, Pearsanta entered into an assignment agreement with FirstVitals LLC, an entity
controlled by Pearsanta's CEO, Ernie Lee ("FirstVitals"), pursuant to which FirstVitals assigned its rights in certain
intellectual property and website domain to Pearsanta in consideration of the issuance of 8,334 shares of Pearsanta common stock to FirstVitals.
On December 18, 2023, the board of directors of Pearsanta adopted the Pearsanta 2023 Omnibus Equity Incentive Plan (the "Pearsanta
Omnibus Incentive Plan"), pursuant to which it reserved 15 million shares of common stock of Pearsanta for future issuance under
the Pearsanta Omnibus Incentive Plan and the Pearsanta 2023 Parent Service Provider Equity Incentive Plan (the "Pearsanta Parent
Service Provider Plan") and approved the issuance of 9.32 million options, exercisable into shares of Pearsanta common stock under
the Pearsanta Parent Service Provider Plan and the issuance of 4.0 million options, exercisable into shares of Pearsanta common stock,
subject to vesting, and 1.0 million restricted common stock shares under the Pearsanta Omnibus Incentive Plan. On January 4, 2024, Pearsanta
completed its acquisition of certain assets of MDNA Life Sciences Inc., pursuant to which Pearsanta acquired the Mitomic Technology
platform, patents, and intellectual property in consideration of 5 shares of the Company's Common Stock, Warrants to purchase 5 shares
of the Company's Common Stock, and 5,000 shares of the Pearsanta Series A Convertible Preferred Stock. On January 13,
2025, the Company announced that its Board of Directors authorized management to explore taking Pearsanta public via a proposed initial
public offering in 2025.

 On March 21, 2025, Pearsanta
acquired certain patents related to the detection of DNA adducts for detection of changes to the DNA that may lead to potentially disease-causing
mutations, in consideration of 200 shares of Pearsanta Series B Preferred Stock.

 We believe that the best approach
may be its early detection. Pearsanta is pioneering the development of molecular tests based on the mitochondrial genome 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 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 the Pearsanta is well positioned for research and discovery of mitochondrial
DNA based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mitochondrial
DNA based biomarkers for a wide spectrum of human diseases.

 Pearsanta is continuing to
leverage this technology to discover mitochondrial DNA based biomarkers. Though Pearsanta has no commercially available FDA or foreign
regulator approved products, Pearsanta has two product candidates in develop and hopes to enter the cancer screening market with these
two product candidates, and if proven successful continue to discover mitochondrial DNA 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 mitochondrial DNA 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 – AditxtScore TM

 We
issued Pearsanta an exclusive worldwide sub-license 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.

 AditxtScore is being developed
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 system's 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.

 Advantages

 The
sophistication of the AditxtScore technology includes 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 Stanford's patent with regard to 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 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 deployed in AditxtScore TM and
securing worldwide exclusivity in all fields of use of the licensed technology.

 Acquired 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
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. We believe our biomarker
portfolio covers many high-clinical need cancers, with potential applications outside oncology.

 Aditxt leases and operates
a state-of-the-art facility located in Richmond VA, that is a high-complexity, CLIA-certified, and CAP-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 to detect disease. Every human cell is home to multiple copies of mitochondrial DNA, 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.

 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 its 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 mitochondrial
DNA deletion. Published analytical data for the 3.4kb mitochondrial DNA deletion associated with prostate cancer, suggests the 3.4kb mitochondrial
DNA 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 mitochondrial DNA 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 them 1 and the risks associated with treatment of low-grade cancers ( Gleason 6)
appear to outweigh the benefits –e.g. urinary incontinence, erectile dysfunction. 1 NIH National Cancer Institute reports
this number is even higher at ~ 75% based on 5-year survival rates. Seer database (

 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 patient's 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 mitochondrial DNA 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 mitochondrial
DNA 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 on 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.

 Acquired Technologies – Adductomics Technology

 On March 21,
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 acquired 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.

 Formed in April of 2023, Adivir,
Inc. is a wholly owned subsidiary, dedicated to the clinical and commercial development of innovative products, including anti-viral and
other anti-infective products, for population health. These products have the potential to address a wide range of infectious diseases,
including those that currently lack viable treatment options.

 Background

 On
April 18, 2023, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Cellvera Global Holdings
LLC ("Cellvera Global"), Cellvera Holdings Ltd. ("BVI Holdco"), Cellvera, Ltd. ("Cellvera Ltd."),
Cellvera Development LLC ("Cellvera Development" and together with Cellvera Global, BVI Holdco, Cellvera Ltd. and Cellvera
Development (the "Sellers"), AiPharma Group Ltd. ("Seller Owner" and collectively with the Sellers, "Cellvera"),
and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera's 50% ownership interest in G Response
Aid FZE ("GRA"), certain other intellectual property and all goodwill related thereto (the "Acquired Assets"). Unless
expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase
Agreement. Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists of (A) $24.5 million,
comprised of: (i) the forgiveness of the Company's $14.5 million loan to Cellvera Global, and (ii) approximately $10 million in
cash, and (B) future revenue sharing payments for a term of seven years. GRA holds an exclusive, worldwide license for the antiviral medication,
Avigan 200mg, excluding Japan, China and Russia. The other 50% interest in GRA is held by Agility, Inc. ("Agility").

 Additionally,
upon the closing, the Share Exchange Agreement previously entered into as of December 28, 2021, between Cellvera Global Holdings, LLC
f/k/a AiPharma Global Holdings, LLC (together with other affiliates and subsidiaries) and the Company, and all other related agreements
will be terminated.

 The
obligations of the Company 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)
 Satisfactory
completion of due diligence;

 (ii)
 Completion
by the Company of financing sufficient to consummate the transactions contemplated by the Asset Purchase Agreement;

 (iii)
by the Company of all required Consents from Governmental Bodies for the Acquisition, including but not limited to, any consents required
to complete the transfer and assignment of Cellvera's membership interests in GRA;

 (iv)
of executed payoff letters reflecting the amount required to be fully pay all of each of Seller's and Seller Owner's Debt
to be paid at Closing;

 (v)
by the Company of a release from Agility;

 (vi)

 Execution of an agreement acceptable to the Company with respect to the acquisition by the Company of certain intellectual property presently held by a third party;

 (vii)

 Execution of an amendment to an asset purchase agreement previously entered into by Cellvera with a third party that effectively grants the Company the rights to acquire the intellectual property from the third party under such agreement;

 (viii)
of a fairness opinion by the Company with respect to the transactions contemplated by the Asset Purchase Agreement; and

 (ix)
by the Company from the Seller Owner of written consent, whether through its official liquidator or the Board of Directors of Seller
Owner, to the sale and purchase of the Acquired Assets and Assumed Liabilities pursuant to the Assert Purchase Agreement.

 In
October 2024, the Company received notice that Cellvera was the subject of a liquidation proceeding and that a liquidator had been appointed
by the order of the Eastern Caribbean Supreme Court. As a result, the Company does not presently believe that the proposed
acquisition of Cellvera will be completed as proposed or at all.

 Our commitment to building
our antiviral portfolio is strategic and timely. We believe that there has never been a more important time to address the growing global
need to uncover new treatments or commercialize existing ones that treat life-threatening global viral infections.

 Employees

 We twenty-six (26) full
time employees as of December 31, 2024. We consider the relations with our employees to be good.

 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 Form 10-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.

 Risks Related to Our Financial Position and
Need for Capital

 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,
2024 and 2023 was $35,020,058 and $32,390,447, respectively, and our accumulated deficit as of December 31, 2024 was $168,094,569. 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.

 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.

 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, 2024
and 2023, the Company had a net loss of $35,020,058 and $32,390,447, 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.

 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.

 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.

 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 or will receive 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 our CROs, other third parties or us to adhere to the clinical study, regulatory or legal requirements;

 failure to perform in accordance with the FDA's 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 authorities may suspend 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.

 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 down our product 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.

 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 product's 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.

 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.

 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 have submitted
a year end report as well as provided additional milestone plans for research and development as well as commercialization.

 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
management's 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;

 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;

 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 Company's 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.

 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.

 We need to ensure
strong product performance and reliability to maintain and grow our business.

 Upon
reaching commercialization, we will need to maintain and continuously improve the performance and reliability of our diagnostic tests
to achieve our profitability objectives. Poor product performance and reliability could lead to customer dissatisfaction, adversely affect
our reputation and revenues, and increase our service and distribution costs and working capital requirements. Our diagnostic tests may
contain errors or defects, and while we have made efforts to test them extensively, we cannot assure that our current diagnostic tests,
or those developed in the future, will not have performance problems. Any performance issues with our diagnostic tests now or in the future
will increase our costs and accordingly adversely affect our business, financial condition and results of operations.

 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.

 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.

 Technological
breakthroughs in electric motors could render our Motion Products obsolete.

 The
electric motor market is subject to rapid technological change and product innovation. Our electric motors are based on its proprietary
technology, but several companies are pursuing new technologies, including sensing technologies for electric engines. Any technological
breakthroughs could render our Motion Products obsolete, would have a material adverse effect on our business, financial condition and
results of operations and could result in our shareholders losing their entire investment.

 We expect to rely
on third-party manufacturers for certain of our products and will be dependent on their quality and effectiveness.

 Our
neurological and electric motor products will require precise, high-quality manufacturing. The failure to achieve and maintain high manufacturing
standards, including failure to detect or control anticipated or unanticipated manufacturing errors or the frequent occurrence of such
errors, could result in user injury or death, discontinuance or delay of ongoing or planned clinical studies, delays or failures in product
testing or delivery, cost overruns, product recalls or withdrawals and other problems that could seriously hurt our business. Contract
medical device manufacturers often encounter difficulties involving production yields, quality control and quality assurance and shortages
of qualified personnel. These manufacturers are subject to stringent regulatory requirements, including the FDA's current good-manufacturing-practices
regulations. If our contract manufacturers fail to maintain ongoing compliance at any time, the production of our products could be interrupted,
resulting in delays or discontinuance of our clinical studies, additional costs and loss of potential revenues.

 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 system's
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.

 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 management's 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.

 We acquire small to mid-sized
businesses in various industry segments. Generally, because such businesses are 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 team's 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.

 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 management's 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.

 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 the Investment Company Act or 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.

 If, in the future, 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 the Investment 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 the Investment 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 the Investment 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 to inter partes review 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;

 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.

 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
patent's 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 party's 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.

 Obtaining and maintaining our
patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental
patent agencies, and our own patent protection could be reduced or eliminated for noncompliance with these requirements.

 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.

 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 employee's
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.

 Intellectual property litigation could cause
us to spend substantial resources and distract our personnel from their normal responsibilities.

 Even if resolved in our favor,
litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract
our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results
of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be
negative, it could have an adverse effect on the price of our common stock. Such litigation or proceedings could increase our operating
losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may
not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be
able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources.
Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could compromise our ability to
compete in the marketplace.

 We may spend considerable resources developing
and maintaining patents, licensing agreements and other intellectual property that may later be abandoned or may otherwise never result
in products brought to market.

 Not all technologies and candidate
products that initially show potential as the basis for future products ultimately meet the rigors of our development process and as a
result may be abandoned and/or never otherwise result in products brought to market. In some cases, prior to abandonment we may be
required to incur significant costs developing and maintaining intellectual property and/or maintaining license agreements and our business
could be harmed by such costs.

 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.

 Risks Related to Our Common Stock

 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 October 3, 2024, the Company was notified (the "October Notification
Letter") by the staff (the "Staff") of The Nasdaq Stock Market, LLC ("Nasdaq") that it was not in compliance
with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital
Market as the bid price of its securities had closed at less than $1.00 per share over the previous 30 consecutive business days. Therefore,
in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the company was provided 180 calendar days, or util April 1, 2025, to regain compliance
with the rule.

 On
March 7, 2025, the Company was notified by the Staff that it has determined that as of March 6, 2025, the Company's securities had
a closing bid price of $0.10 or less for ten consecutive trading days. As a result, the Company is subject to the provisions contemplated
under Listing Rule 5810(c)(3)A)(iii) and the Staff has determined to delist the Company's securities from The Nasdaq Capital Market.

 On
March 14, 2025, the Company submitted an appeal to Nasdaq, which will stay the delisting and suspension of the Company's securities
pending the decision of the Nasdaq Hearings Panel (the "Panel"). Hearings are typically scheduled to occur approximately 30-45
days after the date of the hearing request. At the hearing, the Company intends to present its views and its plans to regain compliance
with the minimum bid price rules to the Panel. There can be no assurance that the Company will be able to evidence compliance with the
minimum bid price rules or any other applicable requirements for continued listing on The Nasdaq Capital Market prior to the hearing.
It is the Company's understanding that the Panel typically issues its decision within 30 days after the hearing.

 If we are delisted from Nasdaq,
our common stock may be eligible for trading on an over-the-counter market. If we are not able to obtain a listing on another stock exchange
or quotation service for our common stock, it may be extremely difficult or impossible for stockholders to sell their shares. We intend
to monitor the closing bid price of our common stock and may be required to seek approval from our stockholders to affect a reverse stock
split of the issued and outstanding shares of our common stock. However, there can be no assurance that the reverse stock split would
be approved by our stockholders. Further, there can be no assurance that the market price per new share of our common stock after the
reverse stock split will remain unchanged or increase in proportion to the reduction in the number of old shares of our common stock outstanding
before the reverse stock split. Even if the reverse stock split is approved by our stockholders, there can be no assurance that we will
be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing rules.

 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.

 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.

 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.

 While we have entered into a Merger Agreement
with Evofem and an Arrangement Agreement with Appili, we cannot assure you that the transactions contemplated by such agreements will
be consummated or, that if such transactions are consummated, they will be accretive to stockholder value.

 As described herein, we entered
into a Merger Agreement with Evofem and an Arrangement Agreement with Appili. We will be required to obtain additional financing through
the sale of additional equity and/or debt securities to fund our obligations under such agreements, including but not limited to a $20
million financing continency in the Appili transaction. We can provide no assurance that we will be successful in securing such financing.
In addition, such financing, if available, may not be on favorable terms and may result in additional dilution to our current stockholders.

 The closing of such transactions
are subject to the satisfaction or waiver of a number of closing conditions. There is no guarantee that the conditions to closing will
be satisfied. Further, even if all conditions to closing are satisfied, there is no guarantee that the transaction will be completed in
the time frame or in the manner currently anticipated, or that we will recognize the anticipated benefits of the transaction.

 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.

 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.

 As described herein, we entered
into a Merger Agreement with Evofem and an Arrangement Agreement with Appili. We may need to acquire additional financing to fund our
obligations under the Share Exchange Agreement, the letter of intent or to fund other potential acquisitions or strategic transactions
(particularly, if the acquired entity is not cash flow positive or does not have significant cash on hand). Obtaining financing 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 transaction 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 management's 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.

 Limitation of Liability and Indemnification
of Management.

 The Delaware General Corporation
Law and the Company's Amended and Restated Certificate of Incorporation provide for the limitation of the liability of directors
for monetary damages. Such provisions may discourage shareholders from bringing a lawsuit against directors for breaches of fiduciary
duty and may also have the effect of reducing the likelihood of derivative litigation against directors and officers even though such
action, if successful, might otherwise be a benefit to the Company's shareholders. In addition, a shareholder's investment
in the Company may be adversely affected to the extent that costs of settlement and damage awards against the Company's officers
or directors are paid by the Company pursuant to such provisions. Additionally, in accordance with Delaware law and the Company's
Amended and Restated Certificate of Incorporation, the Company shall indemnify, hold harmless and provide advancement of expenses, to
the fullest extent permitted by applicable law, directors, officers, employees, and agents that are made a party or threatened to be made
a party to legal proceedings by reason of the fact that such parties were working at the request of the Company. We direct you to
the Company's Amended and Restated Certificate of Incorporation for more information.

 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.

 Our management team is required to devote
substantial time to public company compliance initiatives.

 As a publicly reporting company,
we incur significant legal, accounting and other expenses. Our management and other personnel devote a substantial amount of time to comply
with our reporting obligations. Moreover, these reporting obligations increase our legal and financial compliance costs and make some
activities more time-consuming and costly.

 Failure to develop our internal controls
over financial reporting as we grow could have an adverse impact on us.

 As our Company matures, we
will need to develop our current internal control systems and procedures to manage our growth. We are required to establish and maintain
appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once
established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition,
management's assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed
in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses
and conditions that need to be addressed in our internal control over financial reporting, disclosure of management's assessment
of our internal controls over financial reporting or disclosure of our public accounting firm's attestation to or report on management's
assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

 We could issue "blank check" preferred
stock without 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 check" preferred stock with
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 forum for 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 the sole 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 Company's
stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision
of the Delaware General Corporation Law (the "DGCL") or our Amended and Restated Certificate of Incorporation or
the Company's 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 stockholder's 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 are an "emerging growth company"
and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common
stock less attractive to investors.

 We are an "emerging growth
company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we intend to take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth
companies" including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. In addition, pursuant to Section 107 of the JOBS Act, as an "emerging growth company" we intend
to take advantage of the extended transition period provided in Section 7(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. As a result, our financial statements may not be comparable
to those of companies that comply with public company effective dates for complying with new or revised accounting standards.

 We cannot predict if investors
will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive
as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage
of these reporting exemptions until we are no longer an "emerging growth company." 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 $1.07 billion
or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public
offering; (iii) the date on which we have issued more than $1 billion 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.

 Item 1B. Unresolved Staff Comments.

 Not applicable.

 Item 1C. Cybersecurity.

 We believe cybersecurity is
critical to advancing our technological developments. 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.

 Risk Management

 We engage third-party services
to conduct evaluations of our security controls, whether through penetration testing, independent audits, or consulting on best practices
to address new challenges. We have established cybersecurity security awareness training and ongoing monitoring.

 In the event of an incident,
we intend to follow our cybersecurity incident response plan, which outlines the steps to be followed from incident detection to mitigation,
and notification. We contract with external firms that have extensive information technology and program management experience. 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 Federal Drug Administration related to adequately safeguarding patient information
and reporting cybersecurity incidents to the SEC. We believe we are positioned to meet the requirements of the SEC. 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 require that our subcontractors report cybersecurity incidents to us so that we can assess the direct impact of the incident.

 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. Responsible personnel regularly discusses cyber risks and trends and, should they arise,
any material incidents with the Audit Committee.

 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. Notwithstanding the extensive approach we take to cybersecurity, 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.

 Risk Management

 We engage third-party services
to conduct evaluations of our security controls, whether through penetration testing, independent audits, or consulting on best practices
to address new challenges. We have established cybersecurity security awareness training and ongoing monitoring.

 In the event of an incident,
we intend to follow our cybersecurity incident response plan, which outlines the steps to be followed from incident detection to mitigation,
and notification. We contract with external firms that have extensive information technology and program management experience. 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 Federal Drug Administration related to adequately safeguarding patient information
and reporting cybersecurity incidents to the SEC. We believe we are positioned to meet the requirements of the SEC. In addition to following
SEC guidance and implementing pre-existing third party frameworks, we have developed our own practices and frameworks, which we believe
enhance our ability to identify and manage cybersecurity risks. 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 require that our subcontractors report
cybersecurity incidents to us so that we can assess the direct impact of the incident.

 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. Senior management regularly discusses cyber risks and trends and, should they arise,
any material incidents with the Audit Committee.

 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. Notwithstanding the extensive approach we take to cybersecurity, 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. The lease
expires on August 31, 2024, subject to extension. As of December 31, 2024 the Company is 7.3 months in arrears on our Mountain View lease.

 We
lease property consisting of office and laboratory space located at 737 N. 5 th Street Richmond, Virginia 23219. The lease
expires on August 31, 2026, subject to extension. As of December 31, 2024 the Company is 6.0 months in arrears on our Richmond lease.

 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.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's 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, 2025, there were approximately 168 record holders
of our common stock. As of April 12, 2024, there were 5, 13, and 1 holder(s) of Series A-1 Convertible Preferred Stock, Series B-1 Convertible
Preferred Stock, and Series B-2 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. This number of holders of record also does not include stockholders whose shares may be held in trust by other
entities.

 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 January 31, 2022 the Company

 On February 28, 2022 the Company

 On March 31, 2022 the Company

 On December 12, 2022 the Company

 On December 27, 2023, the Company

 On March 17, 2023, the Company

 On December 20, 2023, the Company
issued a consultant 7 shares of common stock for services rendered.

 The issuances above were made pursuant
to Section 4(a)(2) of the Securities Act.

 Equity Compensation Plans

 The information required by
Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III
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.

 Item 7. Management's 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 needs—and deserves—a 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.

 Formed
in January 2023, Adimune, Inc. ("Adimune") is focused on leading our immune modulation therapeutic programs. Adimune's
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, psoriasis, and in many autoimmune diseases of the CNS and has been successfully
tested in several preclinical models (e.g., skin grafting, psoriasis, type 1 diabetes, multiple sclerosis).

 All
preclinical studies ADI-100 have been completed providing several data points supporting the potential effectiveness of ADI-100 in restoring
durable tolerance over the 10-month duration of the T1D studies both in prevention and treatment study designs. 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. 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 Process (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, two remaining
drug product release assays specifically designed for ADI-100 are in the final stages of validation 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 type 1 diabetes. 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 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
get underway in 2025 with enrollment of 10-20 patients, some of whom may also have type 1 diabetes. ADI-100 will initially
be tested for safety and efficacy.

 Background

 The
discovery of immunosuppressive (anti-rejection and monoclonal) drugs over 40 years ago 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 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 of use to the exclusive worldwide license for commercializing ADI nucleic acid-based technology (which is
currently at the pre-clinical stage) 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 or rejecting self and transplanted tissues and organs. It does so by tapping into the body's 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.

 The best approach may be its
early detection. Pearsanta is pioneering the development of molecular tests based on the mitochondrial genome 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 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 the Pearsanta is well positioned for research and discovery of mitochondrial
DNA based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mitochondrial
DNA based biomarkers for a wide spectrum of human diseases.

is continuing to leverage this technology to discover mitochondrial DNA based biomarkers. Though Pearsanta has no commercially available
FDA or foreign regulator approved products, Pearsanta has two product candidates in develop and hopes to enter the cancer screening market
with these two product candidates, and if proven successful continue to discover mitochondrial DNA 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 mitochondrial DNA 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
– AditxtScore TM

 We
issued Pearsanta an exclusive worldwide sub-license 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.

 AditxtScore
is being 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 system's 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.

 Advantages

 The
sophistication of the AditxtScore technology includes 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 Stanford's patent with regard to 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
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 deployed
in AditxtScore TM and securing worldwide exclusivity in all fields of use of the licensed technology.

 Acquired 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
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. 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, and CAP-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 to detect disease. Every human cell is home to multiple copies of mitochondrial DNA, 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.

 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 its 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 mitochondrial
DNA deletion. Published analytical data for the 3.4kb mitochondrial DNA deletion associated with prostate cancer, suggests the 3.4kb mitochondrial
DNA 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 mitochondrial DNA 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 them 1 and the risks associated with treatment of low-grade cancers ( Gleason 6)
appear to outweigh the benefits –e.g. urinary incontinence, erectile dysfunction. 1 NIH National Cancer Institute reports
this number is even higher at ~ 75% based on 5-year survival rates. Seer database (

 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 patient's 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 mitochondrial DNA 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 mitochondrial
DNA 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 on 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.

 Acquired Technologies – Adductomics Technology

 On March 21, 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 acquired 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.

 Formed
in April of 2023, Adivir, Inc. is a wholly owned subsidiary, dedicated to the clinical and commercial development efforts of innovative
products for population health, including antiviral and other antimicrobial products, which have the potential to address a wide range
of infectious diseases, including those that currently lack viable treatment options.

 Background

 On
April 18, 2023, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Cellvera Global Holdings
LLC ("Cellvera Global"), Cellvera Holdings Ltd. ("BVI Holdco"), Cellvera, Ltd. ("Cellvera Ltd."),
Cellvera Development LLC ("Cellvera Development" and together with Cellvera Global, BVI Holdco, Cellvera Ltd. and Cellvera
Development (the "Sellers"), AiPharma Group Ltd. ("Seller Owner" and collectively with the Sellers, "Cellvera"),
and the legal representative of Cellvera, pursuant to which, the Company will purchase Cellvera's 50% ownership interest in G Response
Aid FZE ("GRA"), certain other intellectual property and all goodwill related thereto (the "Acquired Assets"). Unless
expressly stated otherwise herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Asset Purchase
Agreement. Pursuant to the Asset Purchase Agreement, the consideration for the Acquired Assets consists of (A) $24.5 million, comprised
of: (i) the forgiveness of the Company's $14.5 million loan to Cellvera Global, and (ii) approximately $10 million in cash, and
(B) future revenue sharing payments for a term of seven years. GRA holds an exclusive, worldwide license for the antiviral medication,
Avigan 200mg, excluding Japan, China and Russia. The other 50% interest in GRA is held by Agility, Inc. ("Agility").

 Additionally,
upon the closing, the Share Exchange Agreement previously entered into as of December 28, 2021, between Cellvera Global Holdings, LLC
f/k/a AiPharma Global Holdings, LLC (together with other affiliates and subsidiaries) and the Company, and all other related agreements
will be terminated.

 The
obligations of the Company to consummate the Closing under the Asset Purchase Agreement are subject to the satisfaction or waiver, at
or prior to the Closing of certain conditions, including but not limited to, the following:

 (i)
 Satisfactory
completion of due diligence;

 (ii)
 Completion
by the Company of financing sufficient to consummate the transactions contemplated by the Asset Purchase Agreement;

 (iii)
by the Company of all required Consents from Governmental Bodies for the Acquisition, including but not limited to, any consents required
to complete the transfer and assignment of Cellvera's membership interests in GRA;

 (iv)
of executed payoff letters reflecting the amount required to be fully pay all of each of Seller's and Seller Owner's Debt
to be paid at Closing;

 (v)
by the Company of a release from Agility;

 (vi)
 Execution
of an agreement acceptable to the Company with respect to the acquisition by the Company of certain intellectual property presently held
by a third party;

 (vii)
 Execution
of an amendment to an asset purchase agreement previously entered into by Cellvera with a third party that effectively grants the Company
the rights to acquire the intellectual property from the third party under such agreement;

 (viii)
of a fairness opinion by the Company with respect to the transactions contemplated by the Asset Purchase Agreement; and

 (ix)
by the Company from the Seller Owner of written consent, whether through its official liquidator or the Board of Directors of Seller
Owner, to the sale and purchase of the Acquired Assets and Assumed Liabilities pursuant to the Assert Purchase Agreement.

 In
October 2024, the Company received notice that Cellvera was the subject of a liquidation proceeding and that a liquidator had been appointed
by the order of the Eastern Caribbean Supreme Court. As a result, the Company does not presently believe that the proposed
acquisition of Cellvera will be completed as proposed or at all.

 Our
commitment to building our antiviral portfolio is strategic and timely. We believe that there has never has there been a more important
time to address the growing global need to uncover new treatments or commercialize existing ones that treat life-threatening global viral
infections.

 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 management of 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 and as of December
31, 2024, we had a net loss of $35,020,058 and cash of $833,031. 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 financial statements as of December 31, 2024, show a net loss of $35,020,058. 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 years ended December 31, 2024 and 2023

 We generated revenue of $133,985
and $645,176 for the years ended December 31, 2024 and 2023, respectively. Cost of sales for the years ended December 31, 2024 and 2023
was $627,474 and $756,836, respectively. The decrease in sales and cost of sales is due to the Company selling less AditxtScores.

 During the year ended December
31, 2024, we incurred a loss from operations of $27,006,739. 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.

 During the year ended December
31, 2023, we incurred a loss from operations of $26,062,425. This is due primarily to general and administrative expenses of $18,607,142.
This includes approximately $9,641,000 in payroll expenses, $4,484,000 in professional fees, and $1,133,077 in stock-based compensation.
Research and development expenses were $7,074,339 which includes $1,815,068 in consulting expenses and $262,154 in stock-based compensation.
Sales and marketing expenses were $269,284, which includes $6,787 in stock-based compensation.

 The decrease in expenses during
the year ended December 31, 2024 compared to the year ended December 31, 2023 was due to decreased research and development spend and
the termination of a sales and marketing vendor.

 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, 2024, we had an accumulated deficit of $168,094,569. We had working capital of $(21,407,282) as
of December 31, 2024. During the year ended December 31, 2024, we purchased $0 in fixed assets.

 Our consolidated financial
statements have been prepared assuming that we will continue as a going concern.

 On
April 20, 2023, the Company entered into a securities purchase agreement (the "Purchase Agreement") with an institutional
investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the "Pre-Funded Warrants") to
purchase up to 4 shares of common stock of the Company (the "Common Stock") at a purchase price of $487,600.00 per Pre-Funded
Warrant. Concurrently with the sale of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement,
for each Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the "Warrant")
to purchase two shares of Common Stock. The warrants have an exercise price of $344,000.00 per share and are exercisable for a three-year
period. In addition, the Company issued a warrant to the placement agent to purchase up to 1 share of common stock at an exercise price
of $600,000.00 per share.

 On
August 31, 2023, the Company entered into a securities purchase agreement (the "August Purchase Agreement") with an institutional
investor for the issuance and sale in a private placement (the "Private Placement") of (i) pre-funded warrants (the "Pre-Funded
Warrants") to purchase up to 100 shares of the Company's common stock at an exercise price of $400.00 per share, and (ii)
warrants (the "Common Warrants") to purchase up to 100 shares of the Company's Common Stock at an exercise price of
$100,000.00 per share. The Private Placement closed on September 6, 2023. The net proceeds to the Company from the Private Placement were
approximately $9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The
Company utilized net proceeds received from the Private Placement for (i) payment of approximately $3.1 million in outstanding obligations,
(ii) repayment of approximately $0.4 million of outstanding debt, and (iii) continuing operating expenses and working capital.

 On December 29, 2023, the Company
entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor ("the "Purchaser")
for the issuance and sale in a private placement (the "Private Placement") of (i) pre-funded warrants (the "Pre-Funded
Warrants") to purchase up to 124 shares of the Company's common stock, par value $0.001 (the "Common Stock") at
an exercise price of $10.00 per share, and (ii) warrants (the "Common Warrants") to purchase up to 248 shares of the Company's
Common Stock, at a purchase price of $48,500.00 per share. The Private Placement closed on January 4, 2024. The net proceeds to the Company
from the Private Placement are expected to be approximately $5.5 million, after deducting placement agent fees and expenses and estimated
offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for continuing
operating expenses and working capital.

 On
May 2, 2024, the Company entered into a Securities Purchase Agreement (the "May PIPE Purchase Agreement") with certain accredited
investors, pursuant to which the Company agreed to issue and sell to such investors in a private placement (the "Private Placement")
(i) an aggregate of 17 shares of the Company's Series C-1 Convertible Preferred Stock (the "Series C-1 Convertible Preferred
Stock"), (ii) an aggregate of 17 shares of the Company's Series D-1 Preferred Stock (the "Series D-1 Preferred Stock"),
and (iii) warrants (the "May PIPE Warrants") to purchase up to an aggregate of 162 shares of the Company's common stock.
The Private Placement closed on May 6, 2024. The gross proceeds from the Private Placement were approximately $4.2 million, prior to deducting
the placement agent's fees and other offering expenses payable by the Company. The Company used $1.0 million of the net proceeds
to fund certain obligations under its merger agreement with Evofem Biosciences, Inc. and the remainder of the net proceeds from the offering
for working capital and other general corporate purposes.

 On
August 8, 2024, the Company entered into a securities purchase agreement (the "Registered Direct Purchase Agreement") with
certain institutional investors, pursuant to which the Company agreed to sell to such investors 19 shares (the "Registered
Direct Shares") of common stock of the Company (the "Common Stock"), pre-funded warrants (the "Registered Direct
Pre-Funded Warrants") to purchase up to 95 shares of Common Stock of the Company (the "Registered Direct Pre-Funded
Warrant Shares"), having an exercise price of $10.00 per share, at a purchase price of $10,600.00 per share of Common
Stock and a purchase price of $10,590.00 per Registered Direct Pre-Funded Warrant (the "Registered Direct Offering").
The shares of Common Stock and Registered Direct Pre-Funded Warrants (and shares of common stock underlying the Registered Direct Pre-Funded
Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-280757), which was declared
effective by the Securities and Exchange Commission on August 6, 2024.

 The
closing of the sales of these securities under the Registered Direct Purchase Agreement took place on August 9, 2024. The gross proceeds
from the offering were approximately $1.0 million, prior to deducting placement agent's fees and other offering expenses payable
by the Company. The Company used $500,000 of the net proceeds from the offering to fund certain obligations under its Amended and
Restated Merger agreement with Evofem Biosciences, Inc and the remainder for working capital and other general corporate purposes.

 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, 2024:

 Payment Due by Year

 Total

 2025

 2026

 Lease

 $
 1,134,476

 $
 710,546

 $
 423,930

 Critical Accounting Polices and 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. Significant
estimates underlying the financial statements include the value of preferred shares issued and related derivative liability, our investment
in Evofem preferred stock and the fair value of stock options and warrants.

 Fair value of options and warrants

Stock and Derivative Liabilities

 Investments

 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.

 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 April 5, 2012, the
JOBS Act was enacted. Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the
extended transition period provided in Section 7(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 JOBS Act. 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 auditor's attestation report on our system of internal controls over financial reporting
pursuant to Section 404(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 auditor's
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 $1.07 billion 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 $1 billion 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.

 Recently Issued and Adopted Accounting Pronouncements

 See Note 3 - Summary of Significant
Accounting Policies to the accompanying consolidated financial statements for a description of other accounting policies and recently
issued accounting pronouncements.

 Recent Developments

 See Note 12 – Subsequent
Event to the accompanying 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.

 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, 2024
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

 Management's 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 system's 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 Company's 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, 2024:

 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 management s report in this report.

 Item 9B. Other Information.

 Based upon the stockholders'
equity reported by the Company in this Annual Report on Form 10-K for the year ended December 31, 2024, as of December 31, 2024, the Company
reported a stockholders' deficit of approximately $86,000. Nasdaq Listing Rule 5550(b)(1) requires a company to maintain a minimum
of $2,500,000 in stockholders' equity, or 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 (the "Stockholders'
Equity Rule"). Subsequent to December 31, 2024 during the period ended March 31, 2025, the Company raised approximately $20.8 million
in gross proceeds from its common stock purchase agreement with its equity line investor and its at-the-market offering agreement with
H.C. Wainwright & Co., LLC. As a result and as detailed in the pro forma unaudited balance sheet as of March 31, 2025 set forth below,
the Company believes, as of the date of this filing, that it has stockholders' equity in excess of $2,500,000 as of March 31, 2025,
and has thereby regained compliance with the Stockholders' Equity Rule. The Company awaits Nasdaq's confirmation of the same.

 March 31,

 2025

 (In Thousands)

 ASSETS

 (Unaudited)

 CURRENT ASSETS

 $

 NON-CURRENT ASSETS

 30,237

 TOTAL ASSETS

 $
 31,033

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 $
 14,191

 NON-CURRENT LIABILITIES

 TOTAL LIABILITIES

 14,794

 MEZZANINE EQUITY

 -

 STOCKHOLDERS' EQUITY

 Treasury stock

 (202
)

 Additional paid-in capital

 190,360

 Accumulated deficit

 (173,190
)

 TOTAL ADITXT, INC. STOCKHOLDERS' EQUITY

 16,968

 NON-CONTROLLING INTEREST

 (729
)

 TOTAL STOCKHOLDERS' EQUITY

 16,239

 TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY

 $
 31,033

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 N/A.

 Item 10. 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, 2024:

 Name

 Age

 Positions

 Chief Executive Officer, Director

 Corinne Pankovcin

 Chief Mergers & Acquisitions Officer

 Shahrokh Shabahang, D.D.S., MS, Ph. D.

 Chief Innovation Officer, Director

 Rowena Albanna

 Chief Operating Officer

 Thomas J. Farley

 Chief Financial Officer

 Charles Nelson

 Brian Brady

 Jeffrey W. Runge, M.D.

 Sylvia Hermina

 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 Master's Degree in Business Administration from Hofstra
University. She is a Certified Public Accountant.

 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.

 Brian Brady - Director

 Mr. Brady has served
as a Director since December 1, 2018. Mr. Brady currently serves as President of a Family Office. Mr. Brady previously was the Director
of Investments at a large hospital system from March 2016 through December 2022, where he was 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 Bachelor's 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. Brady's
extensive experience with financial markets and management of investment activities qualifies him to serve as a director of our Company.

 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. Nelson's extensive
experience in capital markets qualifies him to serve as a director of our Company.

 Jeffrey W. Runge, M.D - Director

 Dr. Runge has served as a
director since July 2020. From 2008 to the present, Dr. Runge has been the President and founder of Biologue, Inc., which provides consulting
in biodefense, medical preparedness and injury control. From 2001 through August of 2008, Dr. Runge served in the Bush administration,
first as the head of the National Highway Traffic Safety Administration, and, beginning in September 2005, as the Department of Homeland
Security's (DHS) first Chief Medical Officer. Dr. Runge founded the DHS Office of Health Affairs and was confirmed by the United
States Senate as DHS' first Assistant Secretary for Health Affairs in December of 2007. Dr. Runge also served as Acting DHS Undersecretary
for Science and Technology from February through August 2006. In his role at DHS, Dr. Runge oversaw the operations of the department's
biodefense activities, medical preparedness and workforce health protection, as well as fulfilling DHS' responsibilities in medical
countermeasure development. Prior to his government service, Dr. Runge was Assistant Chairman and Director of Clinical Research in the
Department of Emergency Medicine at Carolinas Medical Center in Charlotte, NC, from 1984 through 2001. Additionally, Dr. Runge is a Senior
Advisor at The Chertoff Group, a firm providing advisory services in business risk management, security and homeland defense. Since 2010,
Dr. Runge has served on the boards of two public companies, including their Audit and Compensation committees, both of which underwent
strategic acquisitions. He has also served as President and CEO of a SEC-regulated startup company in the health sector. Dr. Runge earned
his medical degree from the Medical University of South Carolina and his undergraduate degree from the University of the South. We believe
that Dr. Runge's experience in medicine, medical research, public service, business and his prior service on public corporate boards
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. Hermina currently
serves as 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 Science degree in Business Administration,
Management and Marketing from Montclair State University. Sylvia is 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 Company's 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 Company's
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 Company's 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 Company's present executive officers at the same time serves or served on that company's compensation committee;
or

 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 company's 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 Company's website or in its
annual proxy statement or its Annual Report on Form 10-K.

 Under such definitions, we
consider Mr. Nelson, Mr. Brady, Dr. Runge, 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 Nasdaq's 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

 Nominating and

Corporate

 Governance

 Compensation

 Shahrokh Shabahang, D.D.S., MS, Ph. D.

 Brian Brady

 X

 X
 *

 X

 X

 Charles Nelson

 X

 X

 X

 X
 *

 Jeffrey Runge, M.D.

 X

 X

 X
 *

 X

 Sylvia Hermina

 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;

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;

our internal controls with the independent auditor, the internal auditor, and management;

the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

our financial compliance system; and

our major risk exposures regarding the Company's 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 Dr. Runge. Mr. Brady chairs the Audit Committee.

 Compensation Committee

 The Compensation
Committee is responsible for:

and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;

and administering the Company's executive compensation plans, including equity-based awards;

 negotiating
and overseeing employment agreements with officers and directors; and

how the Company's compensation policies and practices may affect the Company's 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 Dr. Runge. 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:

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;

 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 Company's Corporate Governance Principles and Committee Charters;

 recommending
to the Board individuals to be elected to fill vacancies and newly created directorships;

the Company's compliance program, including the Code of Conduct; and

and evaluating how the Company's corporate governance and legal and regulatory compliance policies and practices, including leadership,
structure, and succession planning, may affect the Company's 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 Dr. Runge, Mr. Brady, and Mr. Nelson. Dr. Runge serves as chairman of the Nominating and Corporate Governance
Committee. The Company's 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 Company's
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 Company's board
of directors or its compensation committee. None of the members of the Company's 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 Company's 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 Company's 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 Company's 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 Company's 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;

 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.

 The Company, Amro Albanna,
our Chief Executive Officer, and Dr. Shahrokh Shabahang, our Chief Innovation Officer, have been named as cross-defendants in a counterclaim
filed by Christopher Sechrist in an action entitled Shahrokh Shabahang v. Christopher Sechrist, San Bernardino County Superior Court Case
No. CIVDS1831323. In a cross-complaint, Mr. Sechrist contends that he was a partner in a dental practice with Dr. Shabahang, and that
disputes arose as between those partners. Neither the Company nor Mr. Albanna were partners in, or otherwise have an interest in, the
dental practice. Notwithstanding, and seemingly based solely on the fact that Dr. Shabahang became the Chief Innovation Officer for the
Company, Mr. Sechrist has brought claims against the Company and Mr. Albanna. Both the Company and Mr. Albanna believe that the Counterclaims
filed by Mr. Sechrist have no factual or legal merit, and they intend to vigorously defend themselves in the action and to seek a dismissal
of the case as against them as soon as possible. On May 26, 2020, Mr. Sechrist filed a request for dismissal as to the Company and Mr.
Albanna with the Superior Court of California, County of San Bernardino, San Bernardino District. The clerk of the court entered the dismissal
with prejudice on May 26, 2020.

 Our Chief Executive Officer,
Amro Albanna, is a party to litigation matters unrelated to the Company or any of its properties. Such litigations relate to Innovation
Economy Corporation (IEC), a company in which Mr. Albanna served as the CEO and a Director from 2010 until 2017, and its wholly-owned
subsidiaries (Innovation Economy Corporation d/b/a ieCrowd). The first litigation (ieCrowd v. Kim, et. al, Superior Court, Riverside County)
was originally commenced by IEC and its subsidiary after Mr. Albanna was no longer affiliated with IEC, against certain third-party defendants
based upon claims related to their misconduct and mismanagement. Such defendants subsequently brought a countersuit against IEC and its
subsidiary, in which they named Mr. Albanna and others as defendants, alleging that they were misled to invest in IEC and its subsidiary
based upon misrepresentations by, among others, Mr. Albanna. The cases have now been consolidated. Mr. Albanna believes that the counteraction
commenced by the third parties against him is without merit and intends to defend himself. The second matter (Calabria v. ieCrowd) was
commenced by Calabria Ventures (the "Calabria Action") more than 2 years after Mr. Albanna was no longer affiliated with IEC,
related to uncollected rent. Mr. Albanna believes that the action commenced against him is without merit and intends to defend himself.
IEC (either directly or through its Director and officer insurance policy) has covered all related legal costs to date. On August 5, 2020,
the plaintiff in the Calabria Action filed a request for dismissal as to Mr. Albanna with the Superior Court of California, County of
Riverside. The clerk of the court entered the dismissal without prejudice on August 5, 2020.

 Item 11. Executive Compensation

 The following table represents
information regarding the total compensation for the named executive officers of the Company as of December 31, 2024 and 2023:

 Name and Principal Position

 Year

 Salary (1)
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Restricted
 Stock
 Units
 ($)

 All Other
 Compensation
 ($) (3)

 Total
 ($)

 2024

 500,000

 -

 -

 -

 -

 -

 500,000

 Chief Executive Officer and Director

 2023

 432,119

 -

 -

 47,114

 -

 40,000

 519,233

 Shahrokh Shabahang, D.D.S., MS, Ph. D.

 2024

 325,000

 -

 -

 -

 -

 -

 325,000

 Chief Innovation Officer

 2023

 293,502

 -

 -

 35,336

 -

 30,000

 358,837

 Corinne Pankovcin

 2024

 385,008

 -

 -

 -

 -

 -

 385,008

 Chief Mergers & Acquisitions Officer

 2023

 346,774

 -

 -

 23,557

 -

 20,000

 390,331

 Thomas J. Farley

 2024

 464,616

 -

 -

 -

 -

 -

 464,616

 Chief Financial Officer

 2023

 337,894

 -

 -

 23,557

 -

 20,000

 381,451

 Matthew Shatzkes

 2024

 -

 -

 -

 -

 -

 -

 Former Chief Legal Officer & General Counsel (2)

 2023

 198,670

 890,893

 -

 -

 34,076

 1,123,639

 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)
 2024
salary is reflected on an accrued basis. From time to time in 2024 management has voluntarily forgone their salaried payroll.

 (2)
 Mr.
Shatzkes departed Aditxt in July of 2023.

 (3)
 All
other compensation is inclusive of Pearsanta, Inc. option grants to Mr. Albanna, Dr. Shabahang, Ms. Pankovcin, and Mr. Farley. Mr. Shatzkes
received consideration in connection with the Separation and General Release agreement.

 Employment Agreements

 Amro Albanna, Chief Executive Officer

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 Company's 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. Albanna's 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.
Albanna's 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. Albanna's 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. Albanna's 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. Albanna's 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.

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. Albanna's 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. Albanna's salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement
to Mr. Albanna's 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 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.

 Corinne Pankovcin, Chief Mergers and Acquisitions
Officer

Company entered into a new employment agreement (the "Pankovcin Employment Agreement") with the Company's President,
Corinne Pankovcin, pursuant to which Ms. Pankovcin will continue to serve as the Company's President and Secretary until the date
upon which Ms. Pankovcin's employment may be terminated in accordance with the terms of the Pankovcin Employment Agreement.

 The term of Ms. Pankovcin's
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. Pankovcin's 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. Pankovcin's 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. Pankovcin's 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.

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. Pankovcin's
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. Pankovcin's salary then in effect as of the date of termination, less applicable taxes and withholdings,
and (B) the product of two times Ms. Pankovcin's Target Bonus; (ii) provide reimbursement to Ms. Pankovcin's 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 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.

 Thomas J. Farley, Chief Financial Officer

Company entered into a new employment agreement (the "Farley Employment Agreement") with the Company's Chief Financial
Officer, Thomas Farley, pursuant to which Mr. Farley will continue to serve as the Company's Chief Financial Officer until the date
upon which Mr. Farley's employment may be terminated in accordance with the terms of the Farley Employment Agreement.

 The term of Mr. Farley's
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. Farley's 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. Farley's 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. Farley's
salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the product of two times Mr. Farley's
Target Bonus (as defined in the Farley Employment Agreement); (ii) provide reimbursement to Mr. Farley's 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.

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. Farley's 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. Farley's salary then in effect as of the date of termination, less applicable taxes and withholdings; (ii) provide reimbursement
to Mr. Farley's 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 the 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.

 Shahrokh Shabahang, Chief Innovation Officer

Company entered into a new employment agreement (the "Shabahang Employment Agreement") with the Company's Chief Innovation
Officer, Shahrokh Shabahang, pursuant to which Mr. Shabahang will continue to serve as the Company's Chief Innovation Officer until
the date upon which Mr. Shabahang's employment may be terminated in accordance with the terms of the Shabahang Employment Agreement.

 The term of Mr. Shabahang's
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. Shabahang's 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. Shabahang's 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. Shabahangs's salary then in effect as of the date of termination, less applicable taxes and withholdings, and (B) the
product of two times Mr. Shabahang's Target Bonus (as defined in the Shabahang Employment Agreement); (ii) provide reimbursement
to Mr. Shabahang's 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.

under the Shabahang Employment Agreement, termination of Mr. Shabahang by the Company for 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. Shabahang's 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. Shabahang's salary then in effect as of the date of termination, less applicable taxes and
withholdings; (ii) provide reimbursement to Mr. Shabahang's 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 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

Company entered into a new employment agreement (the "Rowena Employment Agreement") with the Company's Chief Operating
Officer, Rowena Albanna, pursuant to which Ms. Albanna will continue to serve as the Company's Chief Operating Officer until the
date upon which Ms. Albanna's employment may be terminated in accordance with the terms of the Rowena Employment Agreement.

 The term of Ms. Albanna's
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. Albanna's 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. Albanna's 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. Albanna's 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.

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. Albanna's
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. Albanna's salary then in effect as of the date of termination, less applicable taxes and withholdings,
and (B) the product of two times Ms. Albanna's Target Bonus; (ii) provide reimbursement to Ms. Albanna's 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.

 Matthew Shatzkes, Former Chief Legal Officer
and General Counsel

 On January 28, 2022, the Company
entered into an employment agreement (the "Employment Agreement") with Matthew Shatzkes, the Chief Legal Officer and General
Counsel of the Company. Pursuant to the Employment Agreement, Mr. Shatzkes will (i) receive a base salary at the annual rate of $385,000
(the "Base Compensation") payable in bimonthly installments, (ii) receive a one-time sign-on bonus (the "Sign-on Bonus"),
(iii) a minimum 2022 quarterly bonus (the "Minimum 2022 Bonus"), and (iv) will be entitled to earn an annual discretionary
bonus beginning in fiscal year 2022.

 Following the first anniversary
of the Employment Agreement (the "Anniversary Date"), in addition to Mr. Shatzkes' Base Compensation, Mr. Shatzkes will
be entitled to a minimum quarterly bonus (the "Subsequent Year Minimum Bonus"). Following the Anniversary Date, in addition
to Mr. Shatzkes' Base Compensation and Subsequent Year Minimum Bonus, Mr. Shatzkes will also be eligible to earn an annual discretionary
bonus.

 Under the Employment Agreement,
Mr. Shatzkes will also receive (i) a restricted stock unit award that will entitle Mr. Shatzkes to receive 15 shares of the Company's
common stock which shall vest immediately, and (ii) a restricted stock unit award of an additional 33 shares of the Company's common
stock, which shall vest ratably over eight successive equal quarterly installments over a two-year period commencing on March 1, 2022
and ending on December 1, 2023.

 The term of Mr. Shatzkes engagement
under the Employment Agreement commences on the Effective Date (as defined in the Employment Agreement) and continues until January 16,
2024, unless earlier terminated in accordance with the terms of the Employment Agreement. The term of Mr. Shatzkes' Employment Agreement
is automatically renewed for successive one-year periods until terminated by Mr. Shatzkes or the Company.

 Under the Employment Agreement,
termination of Mr. Shatzkes by the Company for "Cause," "Death," or "Disability," (as such terms are
defined in the Employment Agreement), or resignation by Mr. Shatzkes without "Good Reason" (as defined in the Employment Agreement),
will not require the Company to pay severance to Mr. Shatzkes. Upon any such termination, Mr. Shatzkes will be entitled to receive any
Accrued Compensation (as defined in the Employment Agreement), which in the case of termination by the Company for Cause or resignation
by Mr. Shatzkes for Good Reason will not include payment of pro rata bonus. If, however, termination of Mr. Shatzkes by the Company without
"Cause", resignation by Mr. Shatzkes for "Good Reason" or and a Change of Control (as defined in the Employment
Agreement) event occurs, then the Employment Agreement will require the Company to pay severance to Mr. Shatzkes. Upon any such termination,
Mr. Shatzkes will be entitled to receive any Accrued Compensation and, subject to Mr. Shatzkes' execution of an irrevocable release,
(i) on the sixtieth day following termination, a lump sum amount equal (a) twelve months of his Base Compensation, Sign-on Bonus and Minimum
2022 Bonus if his Employment Agreement is terminated prior to December 31, 2022, or (b) his Base Compensation and Subsequent Year Minimum
Bonus if his Employment Agreement is terminated after December 31, 2022; (ii) provide reimbursement to Mr. Shatzkes' medical insurance
premiums for a period of twelve 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 termination that are then outstanding and unvested to immediately vest and, with respect
to all options and stock appreciation rights, to become fully exercisable.

 To the extent any of the payments
or benefits provided for under the Employment Agreement or any other agreement or arrangement between Mr. Shatzkes 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. Shatzkes 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.

 On
July 21, 2023, Matthew Shatzkes tendered his resignation as Chief Legal Officer, General Counsel and Corporate Secretary of the Company.
In connection with his resignation, the Company entered into a Separation Agreement and General Release (the "Separation Agreement").
Pursuant to the Separation Agreement, Mr. Shatzkes employment with the Company terminated on August 4, 2023 (the "Termination Date").
In addition, the Company agreed to pay Mr. Shatzkes within seven days after the Termination Date: (i) $122,292, representing all accrued
salary and wages (inclusive of Base Compensation and earned Subsequent Quarterly Bonus amounts, as those terms are defined in Mr. Shatzkes
employment agreement), and (ii) $32,576, representing Mr. Shatzkes accrued, but unused paid time off. The Company also agreed to pay Mr.
Shatzkes: (i) $385,000, representing 12 months of Mr. Shatzkes Base Compensation (as that term is defined in Mr. Shatzkes employment agreement),
and (ii) $290,000, representing Mr. Shatzkes Subsequent Year Minimum Bonus (as such term is defined in Mr. Shatzkes employment agreement),
on the 60th day following the Termination Date. In addition, the Company shall reimburse Mr. Shatzkes COBRA premium for a period of 12
months and shall cause any restricted stock units granted to Mr. Shatzkes to immediately vest as of the Termination Date.

 On
August 15, 2023, the Company entered into an Amendment to Separation Agreement and General Release with Mr. Shatzkes (the "Separation
Agreement Amendment"). Pursuant to the Separation Agreement Amendment, the Company was required to pay Mr. Shatzkes, upon the earlier
of (i) September 1, 2023 or (ii) two business days following the closing of a capital raise by the Company, an amount equal to $91,060.16,
which amount represents the balance of Mr. Shatzkes' Accrued Salary and Wages and Accrued PTO plus an additional $1,000 to serve
as consideration for entering into the Separation Agreement Amendment. In addition, under the Separation Agreement Amendment, the Company
was required to pay Mr. Shatzkes the Severance Base Compensation and the Severance Bonus upon the earlier of (i) the 60 th day
following the Termination Date or (ii) two business days following the closing of a capital raise by the Company.

 Item 12. 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 xx, 2025 (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 xx, 2025. 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
 Stock
 Beneficially
 Owned

 Percentage

 Directors and Officers:

 Amro Albanna (1)

 *
 %

 Shahrokh Shabahang, D.D.S., MS, Ph. D. (2)

 *
 %

 Corinne Pankovcin (3)

 *
 %

 Rowena Albanna (4)

 *
 %

 Brian Brady (5)

 *
 %

 Jeffrey Runge, M.D. (6)

 *
 %

 Thomas J. Farley (7)

 *
 %

 Charles Nelson (8)

 *
 %

 Sylvia Hermina

 -

 *
 %

 All directors and executive officers as a group (9 persons)

 *
 %

 *
 Less
than 1%

 (1)
(i) 1 share 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; (iii) 1 share directly owned by Mr. Albanna; and (iv) 1 Series A Warrant issued as part of the conversion
of outstanding accrued compensation through March 31, 2020. Mr. Albanna may be deemed to beneficially own the securities held by his
wife Rowena Albanna, the Company's Chief Operating Officer.

 (2)
(i) 1 beneficially owned by Shabahang-Hatami Family Trust, of which Shahrokh Shabahang, D.D.S., MS, Ph. D. is the Trustee; (ii) warrants
to purchase 2 shares, including 1 Series A Warrant issued as part of the conversion of outstanding accrued compensation through March
31, 2020, and 1 warrant beneficially owned by the Shabahang-Hatami Family Trust; (iii) 1 share directly owned by Mr. Shabahang.

 (3)
(i) 1 shares held directly by Ms. Pankovcin; and (ii) 1 shares issuable pursuant to options that are fully vested.

 (4)
(i) 1 shares held directly by Ms. Albanna; (ii) 1 shares issuable pursuant to options that are fully vested; and (iii) 1 Series A Warrant
issued as part of the conversion of outstanding accrued compensation through March 31, 2020. Ms. Albanna may be deemed to beneficially
own the securities held by her husband Amro Albanna, the Company's Chief Executive Officer.

 (5)
(i) 1 share held directly by Mr. Brady; and (ii) 1 share issuable pursuant to options that are fully vested.

 (6)
(i) 1 share held by Biologue, Inc., over which Dr. Runge has voting and dispositive control; (ii) 1 share held directly by Dr. Runge;
and (iii) 1 share issuable pursuant to options that are fully vested.

 (7)
(i) 1 share held directly by Mr. Farley and (ii) 1 share issuable pursuant to options that are fully vested.

 (8)
(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.

 Item 13. 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, 2024 and December 31, 2023, 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 December 31,
2024 and 2023, 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 February 29, 2024, Amro
Albanna, the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $117,000
and $115,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the "February 29th Notes").
Pursuant to the terms of the February 29th Notes, 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 29, 2024 or an event of default, as defined therein. As of December 31, 2024, the February 29 th
Notes have an outstanding principal balance of $0 and $40,000 and accrued interest of $6,980. The February 29 th Notes were
repaid subsequent to December 31, 2024.

 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 15 th 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, 2024, the February 15 th Note has an outstanding principal balance of $75,000
and accrued interest of $0 as the Company paid off all outstanding interest on December 31, 2024. The February 15 th Note was
repaid subsequent to December 31, 2024.

 On
February 7, 2024, Amro Albanna, the Chief Executive Officer of the Company loaned $30,000 to the Company. The loan was evidenced by an
unsecured promissory note (the "February 7 th Note"). Pursuant to the terms of the February 7 th 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 7, 2024 or
an event of default, as defined therein. As of December 31, 2024, the February 7 th Note was fully paid off.

 On
December 20, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $165,000 to the Company. The loan was evidenced by
an unsecured promissory note (the "Second December Note"). Pursuant to the terms of the December 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 June 20, 2024 or an event of default, as
defined therein. As of December 31, 2024 this loan has been repaid.

 On
December 6, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $200,000 to the Company. The loan was evidenced by an
unsecured promissory note (the "First December Note"). Pursuant to the terms of the December 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 June 6, 2024 or an event of default, as
defined therein. As of December 31, 2024 this loan has been repaid.

 On November
30, 2023, Amro Albanna, the Chief Executive Officer of the Company loaned $10,000 to the Company. The loan was evidenced by an unsecured
promissory note (the "November Note"). Pursuant to the terms of the November 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 May 30, 2024 or an event of default, as defined therein. As
of December 31, 2024 this loan has been repaid.

 On
June 12, 2023, Amro Albanna, the Chief Executive Officer of the Company and Shahrokh Shabahang, the Chief Innovation Officer of the Company,
loaned $200,000 and $100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the "June
Notes"). Pursuant to the terms of the June Notes, each of the June Notes will accrue interest at the Prime rate of eight and one-quarter
percent (8.25%) per annum and is due on the earlier of December 12, 2023 or an event of default, as defined therein. As of December 31,
2024 this loan has been repaid.

 On April 21, 2023, Amro Albanna,
the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $87,523 and
$100,000, respectively, to the Company. The loans were each evidenced by an unsecured promissory note (the "April Note").
Pursuant to the terms each April Note, it will accrue interest at the Prime rate of eight percent (8.00%) per annum and is due on the
earlier of October 21, 2023, or an event of default, as defined therein. As of September 30, 2023, the note was fully paid off.

 On May 25, 2023, Amro Albanna,
the Chief Executive Officer of the Company, loaned $200,000 to the Company. The loan was evidenced by an unsecured promissory note
(the "May Note"). Pursuant to the terms of the May Note, it will accrue interest at a rate of eight and one-quarter percent
(8.25%) per annum, the Prime rate on the date of signing, and is due on the earlier of November 25, 2023 or an event of default, as defined
therein. As of September 30, 2023, the note was fully paid off.

 On June 12, 2023, Amro Albanna,
the Chief Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $200,000 and
$100,000, respectively, to the Company. The loans were evidenced by an unsecured promissory note (the "June Note"). Pursuant
to the terms of the June Note, it will accrue interest at the Prime rate of eight and one-quarter percent (8.25%) per annum and is due
on the earlier of December 12, 2023, or an event of default, as defined therein. As of September 30, 2023, the June Note was fully paid
off.

 On
July 11, 2023, we entered into a Subscription and Investment Representation Agreement (the "Subscription Agreement") with
Amro Albanna, its Chief Executive Officer, who is an accredited investor (the "Purchaser"), pursuant to which the Company
agreed to issue and sell one (1) share of the Company's Series C Preferred Stock, par value $0.001 per share (the "Preferred
Stock"), to the Purchaser for $1,000 in cash. The sale closed on July 11, 2023.

 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.

 Item 14. Principal Accounting Fees and
Services

 dbbmckennon acted as the Company's independent
registered public accounting firm for the years ended December 31, 2024 and 2023 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, 2024 and 2023.

 Year
 Ended
 2024

 Year
 Ended
 2023

 Audit Fees (a)

 $
 122,753

 $
 125,735

 Tax Fees (b)

 -

 -

 Other Fees (c)

 53,250

 33,325

 Total

 $
 176,003

 $
 161,083

 (a)
 Audit
fees represent fees for professional services provided in connection with the audit of the Company's annual financial statements
and the review of its financial statements included in the Company's Quarterly Reports on Form 10-Q and 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.

 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

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (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.

 (3)

 Exhibits.

 EXHIBIT INDEX

 Exhibit No.

 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on August 21, 2024)

 3.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on March 12, 2025)

 4.1

 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to the Registrant's Annual Report on Form 10-K filed on March 25, 2021)

 4.2

 Form the Company's common stock certificate (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's Registration Statement on Form S-1 (File No. 333-248491)

 4.5

 Form of Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 30, 2021)

 4.6

 Form of Warrant (July 2024) (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on July 9, 2024)

 4.8

 Form of Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 18, 2024)

 4.9

 Form of Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 8, 2024)

 4.10

 Form of Pre-Funded Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 9, 2024)

 4.11

 Form of Placement Agent Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 9, 2024)

 10.1

 Form of Promissory Note issued to Sekris Biomedical, Inc. (incorporated by reference to the Registrant's 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 Registrant's Registration Statement on Form S-1/A (File No. 333-235933)

 10.3

 Form of Private Placement Subscription Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Registration Statement on Form S-1/A (File No. 333-235933)

 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 Registrant's 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 Registrant's Registration Statement on Form S-1/A (File No. 333-235933)

 10.10

 Form of July 2018 Note (incorporated by reference to the Registrant's Registration Statement on Form S-1/A (File No. 333-235933)

 10.11

 Form of April 2018 Promissory Note (incorporated by reference to the Registrant's Registration Statement on Form S-1/A (File No. 333-235933)

 10.12

 Form of March 2019 Promissory Note (incorporated by reference to the Registrant's 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 Registrant's Registration Statement on Form S-1/A (File No. 333-235933)

 10.14

 Form of October 2019 Note (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on January 26, 2021)

 10.19

 Form of Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 26, 2021)

 10.20

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 26, 2021)

 10.21

 Form of Registration Rights Agreement (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on February 26, 2021)

 10.23

 2021 Omnibus Equity Incentive Plan (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on May 10, 2021)

 10.25

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 30, 2021)

 10.26

 Placement Agency Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 30, 2021)

 10.27

 Form of Placement Agent Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 30, 2021)

 10.28

 Waiver and Defeasance Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Quarterly Report on Form 10-Q filed on November 15, 2021)

 10.33

 Floating Charge (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Annual Report on Form 10-K filed on March 31, 2022)

 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 Registrant's Annual Report on Form 10-K filed on March 31, 2022)

 10.53

 Series C Warrant Agent Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on June 15, 2022)

 10.64

 Form of New Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on June 15, 2022)

 10.65

 Form of Placement Agent Warrant (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on July 26, 2022)

 10.68

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 10, 2022)

 10.69

 Form of August 2022 Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 10, 2022)

 10.70

 Form of August 2022 Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 10, 2022)

 10.71

 Form of Registration Rights Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 10, 2022)

 10.72

 Form of Security Agreement (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on September 7, 2022)

 10.74

 Form of Warrant (incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 7, 2022)

 10.75

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on September 15, 2022)

 10.76

 Form of Warrant (incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on September 15, 2022)

 10.77

 Form of Placement Agent's Warrant (incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on September 15, 2022)

 10.78

 Form of Pre-Funded Warrant (incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on September 15, 2022)

 10.79

 Amendment No. 2 to Series C Warrant Agent Agreement (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on December 23, 2022)

 10.81

 Form of Consulting Agreement (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on April 7, 2023)

 10.83

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on April 24, 2023)

 10.84

 Form of Unsecured Promissory Note (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on May 31, 2023)

 10.88

 Form of Unsecured Promissory Note (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on December 20, 2022)

 10.90

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 7, 2023)

 10.91

 Form of Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 7, 2023)

 10.92

 Form of Security Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 7, 2023)

 10.93

 Form of Registration Rights Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on July 27, 2023)

 10.97

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 28, 2023)

 10.98

 Form of Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 28, 2023)

 10.99

 Form of Security Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 28, 2023)

 10.100

 Form of Registration Rights Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on August 28, 2023)

 10.103

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 6, 2023)

 10.104

 Form of Registration Rights Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 6, 2023)

 10.105

 Form of Business Loan and Security Agreement dated November 7, 2023 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on November 9, 2023)

 10.106

 Form of Unsecured Promissory Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 1, 2023)

 10.107

 Form of Unsecured Promissory Note (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on December 12, 2023)

 10.109

 Form of December 2023 Secured Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 12, 2023)

 10.110

 Form of September 2024 Secured Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 12, 2023)

 10.111

 Form of Royalty Note (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on December 12, 2023)

 10.113

 Security Agreement dated December 11, 2023 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 12, 2023)

 10.114

 Form of Consulting Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on January 2, 2024)

 10.119

 Form of Voting Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 2, 2024)

 10.120

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 5, 2024)

 10.121

 Form of Registration Rights Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on January 30, 2024)

 10.128

 Assignment Agreement dated January 24, 2024 (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on January 30, 2024)

 10.130

 Patent Assignment dated January 24, 2024 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 30, 2024)

 10.131

 Form of Voting Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on February 16, 2024)

 10.147

 Engagement Letter dated February 16, 2024 (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on February 29, 2024)

 10.150

 Payoff Letter dated February 26, 2024 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on February 29, 2024)

 10.151

 Form of Unsecured Promissory Note (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on May 8, 2024)

 10.159

 Form of Registration Rights Agreement dated as of May 2, 2024 (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on May 13, 2024)

 10.161

 Form of Senior Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 22, 2024)

 10.162

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 28, 2024)

 10.163

 Form of Senior Note (May 2024) (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on July 9, 2024)

 10.166

 Form of Senior Note (July 2024) (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on July 18, 2024)

 10.169

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 18, 2024)

 10.170

 Form of Senior Note (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on July 18, 2024)

 10.173

 Exchange Agreement dated August 7, 2024 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 8, 2024)

 10.174

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 9, 2024)

 10.175

 Form of Lock-Up Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 9, 2024)

 10.176

 Form of Securities Purchase Agreement (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 13, 2024)

 10.177

 Form of Registration Rights Agreement (incorporated by reference to the Registrant's 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 Registrant's Quarterly Report on Form 10-Q filed on August 19, 2024)

 10.179

 Form of Waiver to Senior Note (incorporated by reference to the Registrant's Current Report on Form 8-K filed on August 28, 2024)

 10.180

 Form of Letter Agreement (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on September 6, 2024)

 10.182

 Form of Senior Note (September 2024) (incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 23, 2024)

 10.183

 Form of Securities Purchase Agreement (September 2024) (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on September 23, 2024)

 10.185

 Market Development and Collaboration Agreement (incorporated by reference to the Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's 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 Registrant's Current Report on Form 8-K filed on November 19, 2024)

 10.192

 Settlement Agreement dated March 5, 2025 (incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 6, 2025)

 10.193

 Form of Promissory Note (incorporated by reference to the Registrant's 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 Registrant's Current Report on Form 8-K filed on March 24, 2025)

 23.1

 Consent of dbb mckennon, independent registered public accounting firm

 31.1

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 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 Registrant's Annual Report on Form 10-K filed on April 16, 2024)

 101.INS

 101.SCH

 Schema Document.

 101.CAL

 Calculation Linkbase Document.

 101.DEF

 Definition Linkbase Document.

 101.LAB

 Label Linkbase Document.

 101.PRE

 Presentation Linkbase Document.

 Cover Page Interactive

 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 this 31 st day
of March 2025.

 Aditxt, Inc.

 By:

 /s/ Amro Albanna

 Name:

 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

 (Principal Executive Officer)

 /s/ Thomas J. Farley

 Chief Financial Officer

 Thomas J. Farley

 (Principal Financial and Accounting Officer)

 /s/ Brian Brady

 Brian Brady

 /s/ Sylvia Hermina

 Sylvia Hermina

 /s/ Charles Nelson

 Charles Nelson

 /s/ Jeffrey W. Runge, M.D.

 Jeffrey W. Runge, M.D.

 /s/ Shahrokh Shabahang

 Chief Innovation Officer and Director

 Shahrokh Shabahang

 CONSOLIDATED FINANCIAL STATEMENTS

 FOR THE YEARS ENDED

 DECEMBER 31, 2024 AND 2023

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID# 3501)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Consolidated Notes to Financial Statements

 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, 2024 and 2023, the related consolidated
statements of operations, stockholders' equity, and cash flows, for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, 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 Company's
net losses and negative cash flow from operations, raise substantial doubt about its ability to continue as a going concern. Management's
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 Company's management. Our responsibility is to express an opinion on the Company's 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 Company's
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 Company's auditor since 2018.

 San Diego, California

 F- 2

 Item 1. Financial Statements

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 833,031

 $
 97,102

 Accounts receivable, net

 43,435

 408,326

 Inventory

 11,245

 745,502

 Prepaid expenses

 3,379

 217,390

 Subscription receivable

 1,108,751

 5,444,628

 TOTAL CURRENT ASSETS

 1,999,841

 6,912,948

 Fixed assets, net

 1,547,774

 1,898,243

 Intangible assets, net

 6,111

 9,444

 Deposits

 87,672

 106,410

 Right of use asset

 1,225,781

 2,200,299

 Investment in Evofem

 27,277,211

 22,277,211

 Deposit on acquisition

 -

 11,173,772

 TOTAL ASSETS

 $
 32,144,390

 $
 44,578,327

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 13,212,239

 $
 8,554,959

 Mandatorily Redeemable Preferred Stock ( 1,178 shares)

 1,354,774

 -

 Stock payable

 2,250,000

 -

 Notes payable, related party

 115,000

 375,000

 Notes payable, net of discount

 5,537,860

 15,653,477

 Financing on fixed assets

 147,823

 147,823

 Deferred rent

 106,075

 158,612

 Lease liability, current

 683,352

 999,943

 TOTAL CURRENT LIABILITIES

 23,407,123

 25,889,814

 Settlement liability

 -

 1,600,000

 Lease liability, long term

 436,354

 1,041,744

 Derivative liability

 -

 TOTAL LIABILITIES

 23,857,994

 28,531,558

 COMMITMENTS AND CONTINGENCIES

 MEZZANINE EQUITY

 Series C-1 Convertible Preferred stock, $ 0.001 par value, 10,853 shares
authorized, 8,373 and zero shares issued and outstanding, respectively

 8,373,000

 -

 TOTAL MEZZANINE EQUITY

 8,373,000

 -

 STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock, $ 0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively

 -

 -

 Series A-1 Convertible Preferred stock, $ 0.001 par value, 22,280 shares authorized, 22,071 and 22,280 shares issued and outstanding, respectively

 Series B Preferred stock, $ 0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively

 -

 -

 Series B-1 Convertible Preferred stock, $ 0.001 par value, 6,000 shares authorized, 4,232 and zero shares issued and outstanding, respectively

 -

 Series B-2 Convertible Preferred stock, $ 0.001 par value, 2,625 shares authorized, 2,625 and 2,625 shares issued and outstanding, respectively

 Series C Preferred stock, $ 0.001 par value, 1 share authorized, zero and zero shares issued and outstanding, respectively

 -

 -

 Series D-1 Preferred stock, $ 0.001 par value, 4,186 shares authorized, 4,186 and zero shares issued and outstanding, respectively

 -

 -

 Common stock, $ 0.001 par value, 1,000,000,000 and 100,000,000 shares authorized, 129,680 and 166 shares issued and 129,679 and 165 shares outstanding, respectively

 Treasury stock, 1 and 1 shares, respectively

)

)

 Additional paid-in capital

 168,792,592

 143,999,018

 Accumulated deficit

 ( 168,094,569
)

 ( 127,741,072
)

 TOTAL ADITXT,
 INC. STOCKHOLDERS' EQUITY (DEFICIT)

 496,576

 16,056,377

 NON-CONTROLLING INTEREST

 ( 583,180
)

)

 TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 ( 86,604
)

 16,046,769

 TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 32,144,390

 $
 44,578,327

 See accompanying notes to the consolidated financial
statements.

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Year
 Ended

 Year
 Ended

 2024

 2023

 REVENUE

 Sales

 $
 133,985

 $
 645,176

 Cost of goods sold

 627,474

 756,836

 Gross loss

 ( 493,489
)

 ( 111,660
)

 OPERATING EXPENSES

 General and administrative expenses $ 33,071 and $ 1,133,077 in stock-based compensation, respectively

 16,286,216

 18,607,142

 Research and development $ 6,712,663, and $ 262,154 in stock-based compensation, respectively

 10,886,130

 7,074,339

 Sales and marketing $ 0 and $ 6,787 in stock-based compensation, respectively

 197,863

 269,284

 Total operating expenses

 27,370,209

 25,950,765

 NET LOSS FROM OPERATIONS

 ( 27,863,698
)

 ( 26,062,425
)

 OTHER INCOME (EXPENSE)

 Interest expense

 ( 4,188,725
)

 ( 4,195,127
)

 Interest income

 1,454

 10,166

 Amortization of debt discount

 ( 3,174,920
)

 ( 2,194,773
)

 Gain (loss) on note exchange agreement

 ( 208,670
)

 51,712

 Change in fair value of derivative liability

 414,501

 -

 Total other expense

 ( 7,156,360
)

 ( 6,328,022
)

 Net loss before income taxes

 ( 35,020,058
)

 ( 32,390,447
)

 Income tax provision

 -

 -

 NET LOSS

 $
 ( 35,020,058
)

 $
 ( 32,390,447
)

 Implied Dividends

 ( 5,907,011
)

 ( 319,871
)

 NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

 ( 573,572
)

)

 NET LOSS ATTRIBUTABLE TO ADITXT, INC. & SUBSIDIARIES

 $
 ( 40,353,497
)

 $
 ( 32,700,710
)

 Net loss per share, basic and diluted

 $
 ( 3,062.51
)

 $
 ( 27,038.26
)

 Weighted average number of shares outstanding during the period, basic
and diluted

 13,177

 1,209

 See accompanying notes to the consolidated financial
statements.

 F- 4

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIT)

 YEARS ENDED DECEMBER 31, 2024 AND 2023

 A-1

 A-1
 Par

 B-1

 B-1
 Par

 B-2

 B-2
 Par

 D-1

 D-1
 Par

 Par

 Treasury

 Stock

 Additional

 Paid-in
 Capital

 Deficit

 Non-

 Controlling Interest

 Total

 Stockholders'
 Equity

 C-1

 Redeemable
 C-1

 Total
 Mezzanine Equity

 Balance December 31, 2023

 22,280

 $

 -

 $
 -

 2,625

 $

 -

 $
 -

 $

 $
)

 $
 143,999,018

 $
 ( 127,741,072
)

 $
)

 $
 16,046,769

 -

 -

 -

 Stock option compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 32,918

 -

 -

 32,918

 -

 -

 -

 MDNA asset purchase

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,008,668

 -

 -

 1,008,669

 -

 -

 -

 Brain asset purchase

 -

 -

 6,000

 -

 -

 -

 -

 -

 -

 -

 5,970,437

 -

 -

 5,970,443

 -

 -

 -

 Issuance of shares for settlement

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,599,999

 -

 -

 1,600,000

 -

 -

 -

 Restricted stock unit compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Issuance of shares for offering,
 net of issuance costs

 -

 -

 -

 -

 -

 -

 4,186

 -

 -

 -

 ( 532,164
)

 -

 -

 ( 532,160
)

 4,186

 4,186,000

 4,186,000

 Issuance of shares for debt
 issuance costs

 -

 -

 -

 -

 -

 -

 -

 -

 -

 662,717

 -

 -

 662,718

 -

 -

 -

 Modification of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 4,137

 ( 4,137
)

 -

 -

 -

 -

 -

 Issuance of shares for registered
 direct offering, net of issuance costs

 -

 -

 -

 -

 -

 -

 -

 -

 31,547

 -

 3,022,908

 -

 -

 3,022,941

 -

 -

 -

 Issuance of shares under
 ELOC, net of issuance costs

 -

 -

 -

 -

 -

 -

 -

 -

 93,595

 -

 12,739,464

 -

 -

 12,739,558

 -

 -

 -

 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
)

 667,000

 667,000

 Conversion of Series A-1
 Convertible Preferred stock

 ( 209
)

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1
)

 -

 -

 -

 -

 -

 -

 Conversion of Series B-1
 Convertible Preferred stock

 -

 -

 ( 3,311
)

 ( 3
)

 -

 -

 -

 -

 3,175

 -

 ( 1
)

 -

 -

 -

 -

 -

 -

 Exercise of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,246,489

 -

 -

 1,246,490

 -

 -

 -

 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

 -

 -

 -

 -

 -

 -

 -

 -

 ( 17
)

 -

 -

 -

 -

 -

 -

 -

 Redemption of C-1 preferred
 stock

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,726,602
)

 -

 -

 ( 1,726,602
)

 ( 2,480
)

 ( 2,480,000
)

 ( 2,480,000
)

 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

 $

 2,689

 $

 2,625

 $

 -

 $
 -

 129,679

 $

 $
)

 $
 168,972,592

 $
 ( 168,094,569
)

 $
 ( 583,180
)

 $
 ( 86,604
)

 8,373

 8,373,000

 8,373,000

 See accompanying notes to the consolidated
financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIT)

 YEARS ENDED DECEMBER 31, 2024 AND 2023

 Par

 Preferred A-1

 Preferred A-1
 Par

 Preferred B

 Preferred B
 Par

 Preferred B-2

 Preferred B-2
 Par

 Preferred C

 Preferred C
 Par

 Par

 Treasury
 Stock

 Additional
 Paid-in
 Capital

 Deficit

 Non-
 Controlling Interest

 Total
 Stockholders'
 Equity

 Balance December 31, 2022

 -

 -

 $
 -

 -

 -

 $
 -

 -

 $
 -

 -

 $
 -

 $

 $
)

 $
 100,448,270

 $
 ( 95,040,362
)

 $
 -

 $
 5,206,307

 Stock option compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 589,014

 -

 -

 609,014

 Restricted stock unit compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 308,479

 -

 -

 308,479

 Issuance of restricted stock units for compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Sale of common stock

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 507,016

 -

 -

 507,016

 Issuance of shares for services

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 484,524

 -

 -

 484,525

 Issuance of shares of Pearsanta Common Stock for IP

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Warrants issued for cash, net of issuance costs

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,581,467

 -

 -

 1,581,467

 Exercise of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,000

 Sale of Series C Preferred shares, related party

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,000

 -

 -

 1,000

 Issuance of shares for debt issuance costs

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 354,836

 -

 -

 354,838

 Issuance of warrants for offering, net of issuance costs

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 14,411,028

 -

 -

 14,411,028

 Modification of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 319,871

 ( 319,871
)

 -

 -

 Redemption of Series C Preferred shares, related party

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1
)

 -

 -

 -

 -

 ( 1,000
)

 -

 -

 ( 1,000
)

 Series A-1 Preferred shares issued for exchange agreement

 -

 -

 22,280

 -

 -

 -

 -

 -

 -

 -

 22,277,211

 -

 -

 22,277,233

 Note exchange agreement

 -

 -

 -

 -

 -

 -

 2,625

 -

 -

 -

 -

 -

 2,686,306

 -

 -

 2,686,309

 Rounding from reverse stock split

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1
)

 -

 -

 -

 Net loss

 --

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 32,380,839
)

)

 ( 32,390,447
)

 Balance December 31, 2023

 -

 -

 $
 22,280

 -

 $
 -

 2,625

 $

 -

 $
 -

 $

 $
)

 $
 143,999,018

 $
 ( 127,741,072
)

 $
)

 $
 16,046,769

 See accompanying notes to the consolidated financial
statements.

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year
 Ended

 Year
 Ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
 ( 35,020,058
)

 $
 ( 32,390,447
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Stock-based compensation

 33,071

 1,402,018

 Stock-based compensation from asset purchase

 6,712,663

 -

 Depreciation expense

 613,918

 435,027

 Amortization of intangible assets

 3,333

 107,556

 Amortization of debt discount

 3,174,920

 2,194,773

 Loss on note exchange agreement

 208,670

 ( 51,712
)

 Modifications of warrants as debt issuance costs

 376,901

 -

 Change in fair value of derivative liability

 ( 414,501
)

 -

 New principal from extension of notes, net of debt discount

 451,974

 -

 Disposal of fixed assets

 3,000

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 364,891

 119,635

 Prepaid expenses

 214,011

 279,479

 Deposits

 18,738

 248,956

 Inventory

 734,257

 204,591

 Accounts payable and accrued expenses

 5,095,091

 6,646,457

 Settlement liability

 667,000

 1,600,000

 Net cash used in operating activities

 ( 16,762,121
)

 ( 19,203,667
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of fixed assets

 -

 ( 14,407
)

 Investment in Evofem

 ( 5,000,000
)

 -

 Net cash used in investing activities

 ( 5,000,000
)

 ( 14,407
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from notes, related party

 467,000

 1,062,523

 Proceeds from notes and convertible notes payable, net of offering costs

 4,149,153

 8,530,301

 Repayments of note payable - related party

 ( 727,000
)

 ( 687,523
)

 Repayments of note payable

 ( 5,287,942
)

 ( 3,152,488
)

 Proceeds from Preferred stock, Common stock, and warrants issued for cash, net of issuance costs

 21,166,343

 11,054,883

 Sale of Series C Preferred shares, related party

 -

 1,000

 Redemption of Series C Preferred shares, related party

 -

 ( 1,000
)

 Proceeds from subscription receivable

 4,335,877

 1,000

 Payments on financing on fixed asset

 -

 ( 262,160
)

 Proceeds from exercises of warrants

 1,246,490

 -

 Redemptions of C-1 preferred stock

 ( 2,851,839
)

 -

 Redemptions of D-1 preferred stock

 ( 32
)

 -

 Net cash provided by financing activities

 22,498,050

 16,546,536

 NET INCREASE (DECREASE) IN CASH

 735,929

 ( 2,671,538
)

 CASH AT BEGINNING OF PERIOD

 97,102

 2,768,640

 CASH AT END OF PERIOD

 $
 833,031

 $
 97,102

 Supplemental cash flow information:

 Cash paid for income taxes

 $
 -

 $
 -

 Cash paid for interest

 $
 1,235,640

 $
 3,070,620

 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

 $
 354,838

 Warrant modification

 $
 5,907,011

 $
 319,871

 Issuance of shares in asset purchase

 $
 266,448

 $

 Shares issued for settlement

 $
 1,600,000

 $
 -

 Return of notes payable from Evofem merger agreement

 $
 11,174,426

 $
 -

 Deferred issuance costs

 $
 -

 $
 354,838

 Assumption of notes payable from Evofem merger agreement

 $
 -

 $
 11,173,750

 Accrued interest rolled into notes payable

 $
 538,223

 $
 701,315

 Exchange of warrants for Series C-1 Convertible Preferred Stock

 $
 6,000,000

 $
 -

 Settlement of liability for Series C-1 Convertible Preferred Stock

 $
 667,000

 $
 -

 Derivative liability from conversion feature on preferred stock

 $
 429,018

 $
 -

 Series C-1 redemption payable

 $
 1,354,774

 $
 -

 ELOC commitment fee stock payable

 $
 2,250,000

 $
 -

 See accompanying notes to the consolidated financial
statements.

 F- 7

 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. Aditxt's 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 Aditxt's strategy, where multiple disciplines drive disruptive growth and address
significant societal challenges. Aditxt operates a unique model that democratizes innovation, ensures every stakeholder's voice
is heard and valued, and empowers collective progress.

 On January 1, 2023, the Company formed Adimune,
Inc., a Delaware wholly owned subsidiary.

 On January 1, 2023, the Company formed Pearsanta,
Inc., a Delaware majority owned subsidiary.

 On April 13, 2023, the Company formed Adivir,
Inc., a Delaware wholly owned subsidiary.

 On August 24, 2023, the Company formed Adivue,
Inc., a Delaware wholly owned subsidiary.

 On October 16, 2023, the Company formed Adicure,
Inc., which was renamed Adifem, Inc., a Delaware wholly owned subsidiary.

 Reverse Stock Splits

 On August 17, 2023, the Company effectuated a 1 for 40 reverse
stock split (the "2023 Reverse Split"). The Company's stock began trading on a split-adjusted basis effective on
the Nasdaq Stock Market on August 18, 2023. There was no change to the number of authorized shares of the Company's common stock.
All share amounts referenced in this report are adjusted to reflect the 2023 Reverse Split.

 On October 2, 2024, the Company effectuated a 1 for 40 reverse
stock split (the "2024 Reverse Split"). The Company's 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 Company's common stock.
All share amounts referenced in this report are adjusted to reflect the 2024 Reverse Split.

 Following the Annual Meeting, the board of directors
approved a one-for-forty ( 1-for-40) reverse split of the Company's issued and outstanding shares of common stock (the "2024
Reverse Stock Split"). On October 1, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate
of amendment to its certificate of incorporation to effect the 2024 Reverse Stock Split. The Reverse Stock Split became effective as of
4:01 p.m. Eastern Time on October 1, 2024, and the Company's common stock began trading on a split-adjusted basis when the Nasdaq
Stock Market opened on October 2, 2024.

 When the 2024 Reverse Stock Split became effective,
every 40 shares of the Company's issued and outstanding common stock was automatically combined, converted and changed into 1 share
the Company's 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
Company's equity incentive compensation plans. Any fraction of a share of common stock created as a result of the 2024 Reverse Stock
Split was rounded up to the next whole share. The Company issued 958 shares of common stock in connection with rounding up to the next
whole share. Holders of the Company's common stock held in book-entry form or through a bank, broker or other nominee do not need
to take any action in connection with the 2024 Reverse Stock Split. Stockholders of record will be receiving information from the Company's
transfer agent regarding their common stock ownership post-Reverse Stock Split.

 On March 14, 2025, the Company effectuated a 1 for 250 reverse
stock split (the "2025 Reverse Split"). The Company's 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 Company's common stock.
All share amounts referenced in this report are adjusted to reflect the 2025 Reverse Split.

 F- 8

 On March 14, 2025, Pearsanta effectuated
a 1 for 60 reverse stock split (the "2025 Pearsanta Reverse Split"). There was no change to
the number of authorized shares of Pearsanta's common stock. All Pearsanta share amounts referenced in this report are
adjusted to reflect the 2025 Pearsanta Reverse Split.

 Offerings

 On August 31, 2021, the Company completed a registered
direct offering ("August 2021 Offering"). In connection therewith, the Company issued 1 shares of common stock,
at a purchase price of $ 48,000,000.00 per share, resulting in gross proceeds of approximately $ 11.0 million. In a concurrent
private placement, the Company issued warrants to purchase up to 1 share. The warrants have an exercise price of $ 50,600,000.00 per
share and are exercisable for a five-year period commencing six months from the date of issuance. The warrants exercise
price was subsequently repriced to $ 30,000,000.00. In addition, the Company issued a warrant to the placement agent to purchase up to 1 shares
of common stock at an exercise price of $ 60,000,000.00 per share.

 On October 18, 2021, the Company entered into
an underwriting agreement with Revere Securities LLC, relating to the public offering (the "October 2021 Offering") of 1 shares
of the Company's common stock (the "Shares") by the Company. The Shares were offered, issued, and sold at a price to
the public of $ 30,000,000.00 per share under a prospectus supplement and accompanying prospectus filed with the SEC pursuant to an
effective shelf registration statement filed with the SEC on Form S-3 (File No. 333-257645), which was declared effective by the SEC on
July 13, 2021. The October 2021 Offering closed on October 20, 2021 for gross proceeds of $ 4.25 million. The Company utilized a portion
of the proceeds, net of underwriting discounts of approximately $ 3.91 million from the October 2021 Offering to fund certain obligations
of the Company.

 On December 6, 2021, the Company completed a public
offering for net proceeds of $ 16.0 million (the "December 2021 Offering"). As part of the December 2021 Offering, we
issued 1 units consisting of shares of the Company's common stock and warrant to purchase shares of the Company's
common stock and 1 prefunded warrants. The warrant issued as part of the units had an exercise price of $ 23,000,000.00 and
the prefunded warrants had an exercise price of $ 400.00. On June 15, 2022, the Company entered an agreement with a holder of certain warrants
in the December 2021 Offering. (See Note 10)

 On September 20, 2022, the Company completed a
public offering for net proceeds of $ 17.2 million (the "September 2022 Offering"). As part of the September 2022 Offering,
we issued 4 of shares of the Company's common stock, pre-funded warrants to purchase 6 shares of common stock,
and warrants to purchase 9 shares of the Company's common stock. The warrants had an exercise price of $ 2,400,000.00 and
the pre-funded warrants had an exercise price of $ 400.00.

 On April 20, 2023, the Company entered into a
securities purchase agreement (the "April Purchase Agreement") with an institutional investor, pursuant to which the Company
agreed to sell to such investor pre-funded warrants (the "April Pre-Funded Warrants") to purchase up to 4 shares
of common stock of the Company (the "Common Stock") at a purchase price of $ 487,600.00 per April Pre-Funded Warrant.
The April Pre-Funded Warrants (and shares of common stock underlying the April Pre-Funded Warrants) were offered by the Company pursuant
to its shelf registration statement on Form S-3 (File No. 333-257645), which was declared effective by the Securities and Exchange Commission
on July 13, 2021. Concurrently with the sale of the April Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent
private placement, for each April Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered
warrant (the "Warrant") to purchase two shares of Common Stock. The warrants have an exercise price of $ 344,000.00 per
share, and are exercisable for a three year period. In addition, the Company issued a warrant to the placement agent to purchase
up to 1 shares of common stock at an exercise price of $ 610,000.00 per share. The closing of the sales of these securities
under the April Purchase Agreement took place on April 24, 2023. The gross proceeds from the offering were approximately $ 1.9 million,
prior to deducting placement agent's fees and other offering expenses payable by the Company.

 On August 31, 2023, the "Company entered
into a securities purchase agreement (the "August Purchase Agreement") with an institutional investor for the issuance
and sale in a private placement (the "August 2023 Private Placement") of (i) pre-funded warrants (the "August Pre-Funded
Warrants") to purchase up to 100 shares of the Company's common stock at an exercise price of $ 10.00 per share,
and (ii) warrants (the "Common Warrants") to purchase up to 100 shares of the Company's Common Stock at an
exercise price of $ 100,000.00 per share. The August 2023 Private Placement closed on September 6, 2023. The net proceeds to the Company
from the August 2023 Private Placement were approximately $ 9 million, after deducting placement agent fees and expenses and estimated
offering expenses payable by the Company. The Company used the net proceeds received from the August 2023 Private Placement for (i) the
payment of approximately $ 3.1 million in outstanding obligations, (ii) the repayment of approximately $ 0.4 million of outstanding
debt, and (iii) the balance for continuing operating expenses and working capital.

 F- 9

 On December 29, 2023, the Company entered into
a securities purchase agreement (the "Purchase Agreement") with an institutional investor ("the "Purchaser")
for the issuance and sale in a private placement (the "December 2023 Private Placement") of (i) pre-funded warrants (the "Pre-Funded
Warrants") to purchase up to 124 shares of the Company's common stock, par value $ 0.001 (the "Common
Stock") at an exercise price of $ 10.00 per share, and (ii) warrants (the "Common Warrants") to purchase up to 248 shares
of the Company's Common Stock, at a purchase price of $ 48,500.00 per share. The December 2023 Private Placement closed and
the funds were received on January 4, 2024. The net proceeds to the Company from the December 2023 Private Placement were approximately
$ 5.4 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company
used the net proceeds received from the December 2023 Private Placement for continuing operating expenses and working capital. (Note 10)

 On May 2, 2024, the Company entered into a Securities
Purchase Agreement (the "May PIPE Purchase Agreement") with certain accredited investors, pursuant to which the Company agreed
to issue and sell to such investors in a private placement (the "May 2024 Private Placement") (i) an aggregate of 4,186
shares of the Company's Series C-1 Convertible Preferred Stock (the "Series C-1 Convertible Preferred Stock"), (ii)
an aggregate of 4,186 shares of the Company's Series D-1 Preferred Stock (the "Series D-1 Preferred Stock"), and
(iii) warrants (the "May PIPE Warrants") to purchase up to an aggregate of 162 shares of the Company's common stock.
The May 2024 Private Placement closed on May 6, 2024. The gross proceeds from the May 2024 Private Placement were approximately $ 4.2 million,
prior to deducting the placement agent's fees and other offering expenses payable by the Company. The Company used $ 1.0 million
of the net proceeds to fund certain obligations under its merger agreement with Evofem Biosciences, Inc. and the remainder of the net
proceeds from the offering for working capital and other general corporate purposes. (Note 10)

 On August 8, 2024, the Company entered into a
securities purchase agreement (the "Registered Direct Purchase Agreement") with certain institutional investors, pursuant
to which the Company agreed to sell to such investors 19 shares (the "Registered Direct Shares") of common stock
of the Company (the "Common Stock"), pre-funded warrants (the "Registered Direct Pre-Funded Warrants") to purchase
up to 95 shares of Common Stock of the Company (the "Registered Direct Pre-Funded Warrant Shares"), having an exercise
price of $ 400.00 per share, at a purchase price of $ 10,600 per share of Common Stock and a purchase price of $ 10,590 per Registered
Direct Pre-Funded Warrant (the "Registered Direct Offering"). The shares of Common Stock and Registered Direct Pre-Funded
Warrants (and shares of common stock underlying the Registered Direct Pre-Funded Warrants) were offered by the Company pursuant to its
shelf registration statement on Form S-3 (File No. 333-280757), which was declared effective by the Securities and Exchange Commission
on August 6, 2024.

 The closing of the sales of these securities under
the Registered Direct Purchase Agreement took place on August 9, 2024. The gross proceeds from the offering were approximately $ 1.2 million,
prior to deducting placement agent's fees and other offering expenses payable by the Company. The Company used $ 500,000 of
the net proceeds from the offering to fund certain obligations under its Amended and Restated Merger Agreement with Evofem Biosciences,
Inc and the remainder for working capital and other general corporate purposes.

 Risks and Uncertainties

 The Company has a limited operating history and
is in the very early stages of generating revenue from intended operations. The Company's 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 Company's 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 Company's financial condition and the results of its operations.

 F- 10

 Nasdaq Notification Letter

 On October 3, 2024, the Company was notified (the
"October Notification Letter") by Nasdaq that it is not in compliance with the minimum bid price requirements set forth in
Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities
to maintain a minimum bid price of $ 1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum
bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price
of the Company's common stock between August 20, 2024 and October 1, 2024, the Company no longer meets the minimum bid price requirement.
The Notification Letter had no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Capital Market
and, at this time, the common stock will continue to trade on The Nasdaq Capital Market under the symbol "ADTX."

 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, 2024, the Company had a net loss of $ 35,020,058 and negative cash flow
from operating activities of $ 16,762,121. As of December 31, 2024, the Company's cash balance was $ 833,031.

 As of December 31, 2024, the Company was 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, 2024 was approximately
$ 1.8 million. Upon the filing of the Company's annual report on Form 10-K on April 16, 2024, the Company's aggregate market
value of the voting and non-voting equity held by non-affiliates was below $ 3.0 million. As a result, the maximum amount that the
Company can sell under its shelf registration statement on Form S-3 during any 12 month period is equal to one-third of the aggregate
market value of the voting and non-voting equity held by non-affiliates of the Company.

 On November 21, 2023, the Company received written
notice from Nasdaq that it had regained compliance with the Public Float Rule. On December 29, 2023, the Company received written notice
from Nasdaq that it had regained compliance with the Stockholders' Equity Rule but will be subject to a Mandatory Panel Monitor
for a period of one year. See Risk Factors and Note 12 for additional details regarding Nasdaq compliance.

 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 Company's existing capital needs
as well as more substantial capital raises to meet the Company's longer-term needs.

 In addition, factors such as stock price, volatility,
trading volume, market conditions, demand and regulatory requirements may adversely affect the Company's ability to raise capital
in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Company's ability
to continue as a going concern.

 In addition to the shelf registration, 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.

 F- 11

 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 Company's 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.

 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The Company's
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.

 Revision of Previously Issued Financial
Statements

 During the
course of preparing the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company identified a
misstatement in the prior year financial statements. This misstatement related to the reporting an incorrect amount on the Company's
cashflow statement for the year ended December 31, 2023. The amortization of debt discount was revised from $ 2,821,629 to $ 2,194,773 and
the proceeds from note payable, net of issuance costs was revised from $ 7,903,445 to $ 8,530,301.

 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. Significant estimates underlying
the financial statements include the value of preferred shares issued and related derivative liability, our investment in Evofem
preferred stock and the fair value of stock options and warrants.

 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 entity's 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. (See Note 9)

 F- 12

 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

 $

 —

 $

 —

 $

 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.

 Substantially all the Company's accounts
receivable are with companies in the healthcare industry, individuals, and the U.S. government. However, concentration of credit risk
is mitigated due to the Company's number of customers. In addition, for receivables due from U.S. government agencies, the Company
does not believe the receivables represent a credit risk as these are related to healthcare programs funded by the U.S. government and
payment is primarily dependent upon submitting the appropriate documentation.

 Cash

 Cash includes short-term, liquid investments.

 Accounts Receivable and Allowance for Doubtful
Accounts

 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, 2024 and 2023, gross accounts receivable was $ 47,435 and $ 408,326, respectively. As of December 31, 2024 and 2023,
there was an allowance for doubtful accounts of $ 78,147 and zero, respectively. Accounts receivable is made up of billed
and unbilled of $ 120,296 and $ 1,286 as of December 31, 2024 and $ 236,605 and $ 171,721 as of December 31, 2023, 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

 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.

 F- 13

 Securities Purchase Agreement – Evofem
Series F-1 Convertible Preferred Stock

 On July 12, 2024 (the "Closing Date"),
the Company completed the Initial Parent Equity Investment (as defined under the Merger Agreement) and entered into a Securities Purchase
(the "Series F-1 Securities Purchase Agreement") with Evofem, pursuant to which the Company purchased 500 shares
of Evofem's Series F-1 Convertible Preferred Stock par value $ 0.0001 per share ("Evofem F-1 Preferred Stock") for
an aggregate purchase price of $ 500,000. In connection with the Series F-1 Securities Purchase Agreement, the Company and Evofem entered
into a Registration Rights Agreement (the "Evofem F-1 Registration Rights Agreement"), pursuant to which Evofem agreed to
file with the SEC a registration statement covering the resale of the shares of its common stock issuable upon conversion of the Evofem
Series F-1 Preferred Stock within 300 days of the Closing Date and to have such registration statement declared effective by the SEC the
earlier of the (i) 90th calendar day after the Closing Date and (ii) 2nd Business Day after the date Evofem is notified (orally or in
writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review.
Pursuant to the Merger Agreement, the Company is also obligated to purchase: (i) an additional 500 shares of Evofem Series F-1
Preferred Stock for an additional aggregate purchase price of $500,000 on or prior to August 9, 2024; (ii) an additional 2,000 shares
of Evofem Series F-1 Preferred Stock for an additional purchase price of $2 million on the earlier of August 30, 2024 or 5 business
days of the closing of a public offering by the Company resulting in aggregate net proceeds to the Company of no less than $20 million;
and (iii) an additional 1,000 shares of Evofem Series F-1 Preferred Stock for an additional purchase price of $1 million
on or prior to September 30, 2024.

 On October 28, 2024, Aditxt 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.

 Investments

 The Evofem investment is included in its own line
item on the Company's 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 investee's
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 following table sets forth a summary of the
changes in equity investments. This investment has been recorded at cost in accordance with ASC 321.

 year ended
 December
 31,
 2024

 As of December 31, 2023

 $
 22,277,211

 Deposit on acquisition

 5,000,000

 Impairment

 -

 As of December 31, 2024

 $
 27,277,211

 The investment in Evofem has been impaired $ 0 to date.

 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.

 Accounts Payable and Accrued Expenses

 As of December 31, 2024 and 2023, accounts payable and accrued expenses
was comprised of:

 Year ended
 2024

 Year ended
 2023

 Accounts payable

 $
 10,192,373

 $
 7,523,658

 Accrued wages

 1,130,181

 590,734

 Accrued interest

 1,889,527

 387,692

 Other

 52,875

 Total accounts payable and accrued expenses

 $
 13,212,239

 $
 8,554,959

 F- 14

 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 22,071 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 Company's
leases. (See Note 10)

 The Company value the derivative based on the
conversion formula outline in the certificate of designation for the preferred stock. Per the formula, a stated value was $ 1,000, with
an additional premium of 50 %, and alternative conversion amount per share of $ 500, and a floor price of $ 8,880 for the Series A-1 Convertible
Preferred Stock, $ 8,120 for the Series B-1 Convertible Preferred Stock, and $ 9,420 for the Series B-2 Convertible Preferred Stock.

 The following table sets forth a summary of the fair value of the derivative
liability.

 Year ended
 2024

 As of December 31, 2023

 $
 -

 Fair value of derivative liability of Series A-1 Convertible Preferred Stock

 Fair value of derivative liability of Series B-1 Convertible Preferred Stock

 7,857

 Fair value of derivative liability of Series B-2 Convertible Preferred Stock

 6,611

 As of December 31, 2024

 $

 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, 2024 and December 31, 2023, 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. Equity instruments issued as offering costs have zero net effect on the Company's equity.

 F- 15

 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 AditxtScore TM report is delivered to the customer. The services performed include
the analysis of specimens received in the Company's 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 Company's 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 Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying
asset for the lease term. Lease liabilities represent the Company's 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.

 Stock-Based Compensation

 The Company accounts for stock-based compensation
costs under the provisions of ASC 718, Compensation—Stock 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 employee's requisite vesting period and
over the nonemployee's period of providing goods or services.

 F- 16

 Patents

 The Company incurs fees from patent licenses,
which are reflected in research and development expenses, and are expensed as incurred. During the years ended December 31, 2024 and 2023,
the Company incurred patent licensing fees of $ 61,913 and $ 123,541, 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 years ended December 31, 2024 and 2023, the Company incurred research
and development costs of $ 10,886,130 and $ 7,074,339, 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 years ended December 31, 2024
and 2023, the Company incurred sales and marketing costs of $ 197,863 and $ 269,284, respectively.

 Non-controlling Interest in Subsidiary

 Non-controlling interests represent the Company's
subsidiary's cumulative results of operations and changes in deficit attributable to non-controlling shareholders. During the years
ended December 31, 2024 and 2023, the Company recognized $ 573,572 and $ 9,608 in net loss attributable to non-controlling
interest in Pearsanta. The Company owns approximately 90.2 % of Pearsanta, Inc., as of December 31, 2024.

 Basic and Diluted Net Loss per Common Share

 Basic loss per common share is computed by dividing
the net loss 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 of 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 as
 of
 2024

 Standard

Conversion

Common Stock
 Equivalent

 Liquidation

 Amount

 Series A Preferred Stock

 -

 -

 $

 Series A-1 Convertible Preferred Stock

 22,071

 2,486

 27,588,230

 Series B Preferred Stock

 -

 -

 -

 Series B-1 Convertible Preferred Stock

 2,689

 3,361,250

 Series B-2 Convertible Preferred Stock

 2,625

 3,281,250

 Series C Preferred Stock

 -

 -

 -

 Series C-1 Convertible Preferred Stock

 8,373

 10,466,250

 Series D-1 Preferred Stock

 -

 -

 -

 Warrants

 2,680

 2,680

 $
 -

 Options

 -

 Total Common Stock Equivalent

 38,498

 6,160

 44,696,980

 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.

 F- 17

 NOTE 4 – FIXED ASSETS

 The Company's fixed assets include the following
on December 31, 2024:

 Cost Basis

 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

 The Company's fixed assets include the following
on December 31, 2023

 Cost Basis

 Depreciation

 Net

 Computers

 $
 378,480

 $
 ( 320,473
)

 $
 58,007

 Lab Equipment

 2,585,077

 ( 859,612
)

 1,725,465

 Office Furniture

 56,656

 ( 13,866
)

 42,790

 Other Fixed Assets

 8,605

 ( 2,084
)

 6,521

 Leasehold Improvements

 120,440

 ( 54,980
)

 65,460

 Total Fixed Assets

 $
 3,149,258

 $
 ( 1,251,015
)

 $
 1,898,243

 Depreciation expense was $ 613,918 and $ 435,027 for
the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the fixed assets that serve as collateral
subject to the financed asset liability have a carrying value of $ 1,063,268 and $ 1,316,830, respectively.

 Fixed asset activity for the year ended December
31, 2024 consisted of the following:

 year ended
 December
 31,
 2024

 As of December 31, 2023

 $
 3,149,258

 Brain Scientific Asset Purchase

 266,448

 Disposals

 ( 25,204
)

 As of December 31, 2024

 $
 3,390,502

 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 of 8 %.
As of December 31, 2024, the Company has four payments in arrears.

 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 of 8 %.
As of December 31, 2024, the Company has four payments in arrears.

 F- 18

 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 of 8 %.
As of December 31, 2024, the Company has seven payments in arrears.

 As of December 31, 2024 all lab equipment financing
agreements have matured and are in default status.

 NOTE 5 – INTANGIBLE ASSETS

 The Company's intangible assets include
the following on December 31, 2024:

 Cost Basis

 Amortization

 Net

 Proprietary Technology

 $
 321,000

 $
 ( 321,000
)

 $
 -

 Intellectual property

 ( 3,889
)

 6,111

 Total Intangible Assets

 $
 331,000

 $
 ( 324,889
)

 $
 6,111

 The Company's intangible assets include
the following on December 31, 2023:

 Cost Basis

 Amortization

 Net

 Proprietary Technology

 $
 321,000

 $
 ( 321,000
)

 $
 -

 Intellectual property

 ( 556
)

 9,444

 Total Intangible Assets

 $
 331,000

 $
 ( 321,556
)

 $
 9,444

 Amortization expense was $ 3,333 and $ 107,556 for
the years ended December 31, 2024 and 2023, respectively. The Company's proprietary technology is being amortized over its estimated
useful life of three years.

 Intangible asset activity for the year ended December
31, 2024 consisted of the following:

 year ended
 2024

 As of December 31, 2023

 331,000

 Additions

 -

 As of December 31, 2024

 $
 331,000

 NOTE 6 – RELATED PARTY TRANSACTIONS

 On November 30, 2023, Amro Albanna, the Chief
Executive Officer of the Company, loaned $ 10,000 to the Company. The loan was evidenced by an unsecured promissory note (the "November
Note"). Pursuant to the terms of the November Note, it will accrue interest at a rate of eight and a half percent ( 8.50 %) per annum,
the Prime rate on the date of signing, and is due on the earlier of May 30, 2024 or an event of default, as defined therein. As of December
31, 2024, the note was fully paid off.

 On December 6, 2023, Amro Albanna, the Chief Executive
Officer of the Company, loaned $ 200,000 to the Company. The loan was evidenced by an unsecured promissory note (the "First
December Note"). Pursuant to the terms of the First December Note, it will accrue interest at a rate of eight and a half percent
( 8.50 %) per annum, the Prime rate on the date of signing, and is due on the earlier of June 6, 2024 or an event of default, as defined
therein. As of December 31, 2024, the note was fully paid off.

 F- 19

 On December 20, 2023, Amro Albanna, the Chief
Executive Officer of the Company, loaned $ 165,000 to the Company. The loan was evidenced by an unsecured promissory note (the "Second
December Note"). Pursuant to the terms of the Second December Note, it will accrue interest at a rate of eight and a half percent
( 8.50 %) per annum, the Prime rate on the date of signing, and is due on the earlier of June 20, 2024 or an event of default, as defined
therein. As of December 31, 2024, the note was fully paid off.

 On February 7, 2024, Amro Albanna, the Chief Executive
Officer of the Company loaned $ 30,000 to the Company. The loan was evidenced by an unsecured promissory note (the "February
7th Note"). Pursuant to the terms of the February 7th 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 7, 2024 or an event of default, as defined therein. On September 9, 2024 the Company
and Amro Albanna entered into the first amendment to the unsecured promissory notes (the "Albanna Amendment"), which extended
the maturity date of the February 7 th Note, February 15 th Note (as defined below), and the February 29 th
Note (as defined below) to January 31, 2025 for each of the respective unsecured promissory notes. As of December 31, 2024, the note was
fully paid off.

 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 15th 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. The Albanna Amendment extended
the maturity date of the February 15 th Note to January 31, 2025. As of December 31, 2024, the note has an outstanding principal
balance of $ 75,000 and accrued interest of $ 0 as the Company paid off all outstanding interest on December 31, 2024. The February 15 th
Note was repaid subsequent to December 31,2024. (Note 12)

 On February 29, 2024, Amro Albanna, the Chief
Executive Officer of the Company, and Shahrokh Shabahang, the Chief Innovation Officer of the Company, loaned $ 117,000 and $ 115,000,
respectively, to the Company. The loans were evidenced by an unsecured promissory note (the "February 29th Notes"). Pursuant
to the terms of the February 29th Notes, 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 29, 2024 or an event of default, as defined therein. On September 9, 2024 the Company and Shahrokh Shabahang
entered into the first amendment to the unsecured promissory note which extended the maturity date of the February 29 th Notes
to January 31, 2025. The Albanna Amendment extended the maturity date of the February 29 th Notes to January 31, 2025. As of
December 31, 2024 the February 29 th Notes have an outstanding principal balance of $ 0 and $ 40,000 accrued interest of $ 6,980.
The February 29 th Notes was repaid subsequent to December 31,2024. (Note 12)

 NOTE 7 – NOTES PAYABLE

 October MCA Agreement

 On October 5, 2023, the Company entered into an
Agreement for the Purchase and Sale of Future Receipts (the "October MCA Agreement") pursuant to which the existing funder
(the "Funder") increased the existing outstanding amount to $ 4,470,000 (the "October MCA Purchased Amount")
for gross proceeds to the Company of $ 3,000,000, less origination fees of $ 240,000 and the outstanding balance under the existing
agreement of $ 1,234,461, resulting in net proceeds to the Company of $ 1,525,539. Pursuant to the October MCA Agreement, the Company granted
the Funder a security interest in all of the Company's present and future accounts receivable in an amount not to exceed the October
MCA Purchased Amount. The October MCA Purchased Amount shall be repaid by the Company in 30 weekly installments of $ 149,000. The October
Purchased Amount may be prepaid by the Company via a payment of $ 3,870,000 if repaid within 30 days, $ 4,110,000 if repaid within
60 days and $ 4,230,000 if repaid within 90 days. On January 24, 2024, the October MCA Agreement was restructured in connection with
the January Loan Agreement, as defined below. During the year ended December 31, 2024, the Company recorded an amortization of debt discount
of $ 144,000.

 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 $ 1,089,000 and 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. During the year ended December
31, 2024, the Company recorded an amortization of debt discount of $ 111,177. As of December 31, 2024, the November Loan has an outstanding
principal balance of $ 1,554,272, an unamortized debt discount of $ 0, and accrued interest of $ 607,228.

 F- 20

 Second November Note Agreement

 On November 24, 2023, the Company entered into
a loan with a principal of $ 53,099. The loan was evidenced by an unsecured promissory note (the "Second November Note"). Pursuant
to the terms of the Second November Note, it will accrue interest at a rate of eight and a half percent ( 8.50 %) per annum, the Prime rate
on the date of signing, and is due on the earlier of May 24, 2024 or an event of default, as defined therein. As of December 31, 2024,
the Second November Note was fully paid off.

 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 "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 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 Company received net proceeds from the January Loan of $ 814,900 following repayment of
the outstanding balance on the October Purchased Amount of $ 2,533,100. During the year ended December 31, 2024, the Company recorded an
amortization of debt discount of $ 252,000. As of December 31, 2024, there was a remaining principal balance of $ 3,146,226, an unamortized
debt discount of $ 0, and accrued interest of $ 1,243,874.

 Sixth Borough Note

 On March 7, 2024, Sixth Borough Capital Fund, LP loaned $ 300,000 to
the Company. The loan was evidenced by an unsecured promissory note (the "Sixth Borough Note"). Pursuant to the terms of the
Sixth Borough 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 March 31, 2024 or an event of default, as defined therein. The Sixth Borough Note was converted into Series C-1 Convertible Preferred
Stock in connection with the Private Placement (as defined below).

 On April 10, 2024, Sixth Borough Capital Fund,
LP ("Sixth Borough") loaned $ 230,000 to Aditxt. The loan was evidenced by an unsecured promissory note (the "April
Sixth Borough Note"). Pursuant to the terms of the April Sixth Borough Note, it accrued interest at the Prime rate of eight and
one-half percent ( 8.5 %) per annum and was due on the earlier of April 19, 2024 or an event of default, as defined therein. $ 200,000 of
the April Sixth Borough Note was converted into 200 shares Series C-1 Convertible Preferred Stock and 200 shares
of Series D-1 Convertible Preferred Stock as part of the May PIPE Purchase Agreement (as defined below) (note 10).

 On May 9, 2024, at which point the balance of
the April Sixth Borough Note was $ 35,256, Sixth Borough loaned an additional $ 20,000 to the Company bringing the balance of the loan
to $ 55,256. The loan was evidenced by an unsecured promissory note (the "Sixth Borough Upsize Note"). Pursuant to the terms
of the Sixth Borough Upsize Note, it accrued interest at the fifteen percent ( 15.0 %) per annum and was due on the earlier of June 9, 2024
(the "Maturity Date") or an event of default, as defined therein. As previously reported in a Current Report on Form 8-K filed
by the Company on June 12, 2024, as a result of the Company's failure to repay the balance on the Maturity Date, the Company was
in default on the Upsize Note.

 On June 20, 2024, at which point the balance
of the Sixth Borough Upsize Note was $ 56,187, Sixth Borough loaned an additional $ 50,000 to the Company and the Company issued
a new note (the "Sixth Borough New Note") to Sixth Borough in the principal amount of $ 116,806, which includes an
original issue discount of 10 %. The Sixth Borough New Note is subordinate and junior, in all respects, to those Second May
Senior Notes (as defined below). The Sixth Borough New Note bears interest at a rate of eight percent ( 8.0 %) per annum and is due on
the earlier of (i) November 21, 2024 or (ii) at or before the final closing on the next series of public or private financings,
totaling $ 750,000, or more in the aggregate by the Company, subject to the prior payment in full of all amounts then owing on Second
May Senior Notes, (iii) an event of default. During the year ended December 31, 2024, the Company recorded an amortization of debt
discount of $ 10,619. As of December 31, 2024, the Sixth Borough New Note is in technical default, however, default provisions were
not enforced by the Sixth Borough. As of December 31, 2024, the principal balance of the outstanding Sixth Borough New Note was
$ 75,000 and accrued interest of $ 4,228.

 May Senior Notes

 On May 20, 2024, the Company issued and sold a
senior note (the "First May Senior Note") to an accredited investor (the "First May Senior Note Holder") in the
original principal amount of $ 93,919 for a purchase price of $ 75,135, reflecting an original issue discount of $ 18,784. Unless earlier
redeemed, the First May Senior Note will mature on August 18, 2024 (the "First May Senior Note Maturity Date"), subject to
extension at the option of the First May Senior Holder in certain circumstances as provided in the First May Senior Note. The First May
Senior Note bears interest at a rate of 8.5 % per annum, which is compounded each calendar month and is payable in arrears on the
First May Senior Maturity Date. The First May Senior Note contains certain standard events of default, as defined in the First May Senior
Note.

 F- 21

 On May 24, 2024, the Company entered into a Securities
Purchase Agreement (the "Second May Senior Note Securities Purchase Agreement") with certain accredited investors pursuant
to which the Company issued and sold senior notes in the aggregate principal amount of $ 986,380 (the "Second May Senior Notes")
maturing on August 22, 2024, which included the exchange of the First May Senior Note in the principal amount of $ 93,919. The Company
received cash proceeds of $ 775,000 from the sale of the Second May Senior Notes.

 Upon an Event of Default (as defined in the Second
May Senior Notes), the Second May Senior Notes will bear interest at a rate of 14 % per annum and the holder shall have the right
to require the Company to redeem the Note at a redemption premium of 125 %. In connection with the issuance of the Second May Senior
Notes, the Company issued an aggregate of 33 shares of its common stock as a commitment fee to the investors and recorded a
debt discount of $ 662,720 from the issuance of these shares. During the year ended December 31, 2024, the Company recorded an amortization
of debt discount on the Second May Senior Notes of $ 874,102.

 Senior Note Waiver

 On August 28, 2024, the Company entered into
a Waiver to Senior Note (the "Senior Note Waiver") with each of the holders of the Second May Senior Notes (the "Second
May Senior Note Holders"), pursuant to which effective as of August 21, 2024, each holder waived, in part, the definition of Maturity
Date in the Second May Senior Note, such that the August 22, 2024 shall be deemed to be replaced with December 31, 2024. As of December
31, 2024 the Second May Senior Notes were fully paid off.

 In connection with the Senior Note Waiver, the
Company also entered into a letter agreement (the "2024 Letter Agreement") with each of the Second May Senior Note Holders,
pursuant to which the company agreed that it would apply 40 % of the net proceeds from: (i) any sales of securities utilizing its currently
effective Registration Statement on Form S-3 (a "Shelf Takedown"), (ii) sales of its common stock under its Common Stock Purchase
Agreement dated May 2, 2023 with its equity line investor (the "ELOC"), or (iii) any public offering of securities registered
in a Registration Statement on Form S-1 (a "Public Offering"), to make payments on the Second May Senior Notes and those certain
July Note (as defined below) in the aggregate principal amount of $ 1.5 million issued by the Company on July 12, 2024 (the "July
Note" and together with the Second May Senior Notes, the "Senior Notes"). In addition, pursuant to the 2024 Letter Agreement,
commencing on the date that the Senior Notes have been repaid in full, the Company shall redeem all holders (each, a "Series C-1
Holder") of the Company's then outstanding Series C-1 Convertible Preferred Stock (ratably based on the amount of Preferred
Stock then held by each Series C-1 Holder) in an amount equal to, in the aggregate among all Series C-1 Holders, 40 % of the net proceeds
raised from any Shelf Takedowns, any sales of common stock under the ELOC or any Public Offering ("Non-Participation Redemption").
In addition to the foregoing Non-Participation Redemption, in connection with any Shelf Takedown or Public Offering, in the event that
a Series C-1 Holder participates in such Shelf Takedown or a Public Offering, the Company shall, in addition to the amounts paid to such
Series C-1 Holder in the foregoing sentence) use 50 % of the gross proceeds received in such Shelf Takedown or Public Offering from such
Series C-1 Holder to redeem such Series C-1 Holder's shares of Series C-1 Convertible Preferred Stock. See Note 12 for redemptions
of Series C-1 Convertible Preferred Stock and payoff of the Second May Senior Notes and July Notes (as defined below). The 2024 Letter
Agreement caused the classification of Series C-1 Convertible Preferred Stock as non permanent equity.

 On October 9, 2024, the Company fully paid off
the Second May Senior Notes in the principal amount of $ 986,830. The Company did not incur default interest upon the repayment of the
Second May Senior Notes.

 July Notes

 On July 9, 2024, the Company entered into a Securities
Purchase Agreement (the "July Notes Securities Purchase Agreement") with an accredited investors (the "July Note Purchaser")
pursuant to which the Company issued and sold a senior note in the principal amount of $ 625,000 (the "July Note") maturing
on October 7, 2024. The Company received cash proceeds of $ 500,000 from the sale of the Note. On July 12, 2024, additional accredited
investors entered into the July Notes Securities Purchase Agreement. Pursuant to which the Company issued and sold the July Note in the
principal amount of $ 875,000. The Company received cash proceeds of $ 700,000 and recognized and original issuance discount of $ 175,000.

 Promissory Notes

 On January 24, 2024, 2024, an investor entered
into a $ 54,870 promissory note to the Company. Pursuant to the terms of the note, it will accrue interest at a rate of eight and
a half percent ( 8.50 %) per annum, and is due on the earlier of July 25,2024, 2024 or an event of default, as defined therein. As of December
31, 2024 the note had an outstanding principal balance of $ 34,227 and accrued interest of $ 13.

 On February 2, 2024, an investor entered into
a $ 42,345 promissory note to the Company. Pursuant to the terms of the note, it will accrue interest at a rate of eight and a half
percent ( 8.50 %) per annum, and is due on the earlier of August 2, 2024 or an event of default, as defined therein. As of December 31,
2024 the note was fully paid off.

 On March 5, 2024, an investor entered into a $ 57,735 promissory
note to the Company. Pursuant to the terms of the note, it will accrue interest at a rate of eight and a half percent ( 8.50 %) per annum,
and is due on the earlier of September 8, 2024 or an event of default, as defined therein. As of December 31, 2024 the note was fully
paid off.

 F- 22

 On June 25, 2024, an investor entered into a $ 42,676
promissory note to the Company. Pursuant to the terms of the note, it will accrue interest at a rate of eight and a half percent ( 8.50 %)
per annum, and is due on the earlier of December 26, 2024 or an event of default, as defined therein. As of December 31, 2024 the note
was fully paid off.

 On September 8, 2024, an investor entered into
a $ 5,341 promissory note to the Company. Pursuant to the terms of the note, it will accrue interest at a rate of eight and a half
percent ( 8.50 %) per annum, and is due on the earlier of March 9, 2025 or an event of default, as defined therein. As of December 31, 2024
the note had an outstanding principal balance of $ 5,341 and accrued interest of $ 142.

 Evofem Merger

 In connection with the Agreement and Plan of
Merger (the "Merger Agreement") with Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger
Sub") and Evofem Biosciences, Inc., a Delaware corporation ("Evofem"), the Company, Evofem and the holders (the "Holders")
of certain senior indebtedness (the "Notes") entered into an Assignment Agreement dated December 11, 2023 (the "Assignment
Agreement"), pursuant to which the Holders assigned the Notes to the Company in consideration for the issuance by the Company of
(i) an aggregate principal amount of $ 5 million in secured notes of the Company due on January 2, 2024 (the "January 2024
Secured Notes"), (ii) an aggregate principal amount of $ 8 million in secured notes of the Company due on September 30, 2024
(the "September 2024 Secured Notes"), (iii) an aggregate principal amount of $ 5 million in ten-year unsecured notes
(the "Unsecured Notes"), and (iv) payment of $ 154,480 in respect of net sales of Phexxi in respect of the calendar quarter
ended September 30, 2023, which amount is due and payable on December 14, 2023. The January 2024 Secured Notes are secured by certain
intellectual property assets of the Company and its subsidiaries pursuant to an Intellectual Property Security Agreement (the "IP
Security Agreement") entered into in connection with the Assignment Agreement. The September 2024 Secured Notes are secured by
the Notes and certain associated security documents pursuant to a Security Agreement (the "Security Agreement") entered into
in connection with the Assignment Agreement. Due to the assignment (See: Secured Notes Amendments and Assignment below),
as of December 31, 2024, there was a remaining principal balance of the notes to the Company was $ 0. (Note 9)

 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 $ 0.0001 per 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
of 61 shares of the Company's common stock, par value $ 0.001 per share ("Company Common Stock"); and (ii)
all issued and outstanding shares of Series E-1 Preferred Stock, par value $ 0.0001 of 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 of 10 shares of Series A-1 Convertible Preferred Stock,
par value $ 0.001 of 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, the form of which is attached as Exhibit C to the
Merger Agreement.

 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 Company's shareholders and Evofem shareholders;

 (ii)

 the registration statement on Form S-4 pursuant to which the shares of the Company Common Stock issuable in the Merger being declared effective by the U.S. Securities and Exchange Commission;

 (iii)

 the entry into a voting agreement by the Company and certain members of Evofem management;

 (iv)

 all preferred stock of Evofem other than the Evofem Unconverted Preferred Stock shall have been converted to Evofem Common Stock;

 F- 23

 (v)

 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) of 3 shares of Company Preferred Stock;

 (vi)

 Evofem shall have cashed out any other holder of Evofem warrants who has not provided an Evofem Warrant Holder Agreement; and

 (vii)

 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.

 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) of 86,153 shares of Company Preferred Stock;

 (ii)

 the Company shall have received waivers form the holders of certain of the Company's securities which contain prohibitions on variable rate transactions; and

 (iii)

 the Company, Merger Sub and Evofem shall work together between the Execution Date and the Effective Time to determine the tax treatment of the Merger and the other transactions contemplated by the Merger Agreement.

 The obligations of the Company 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 regained compliance with the stockholders' equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable criteria for continued listing, subject to any panel monitor imposed by Nasdaq.

 As the January 2024 Secured Notes and September
2024 Secured Notes did not contain a stated interest rate, the Company calculated an imputed interest rate of 26.7 % based on the
Company's weighted average cost of capital for the period in which the January 2024 Secured Notes and September 2024 Secured Notes
were outstanding. This amounted to approximately $ 1.8 million which was recorded as a discount to be amortized over the life of the
January 2024 Secured Notes and September 2024 Secured Notes.

 Secured Notes Amendments and Assignment

 On January 2, 2024, the Company and certain holders
of the secured notes (the "Holders") entered into amendments to the January 2024 Secured Notes ("Amendment No. 1 to
January 2024 Secured Notes"), pursuant to which the maturity date of the January 2024 Notes was extended to January 5, 2024.

 On January 5, 2024, the Company and the Holders
entered into amendments to the January 2024 Secured Notes ("Amendment No. 2 to January 2024 Secured Notes") and amendments
to the September 2024 Secured Notes ("Amendment No. 1 to September 2024 Secured Notes"), pursuant to which the Company and
the Holders agreed that in consideration of a principal payment in the aggregate amount of $ 1 million on the January 2024 Secured
Notes and in increase in the aggregate principal balance of $ 250,000 on the September 2024 Secured Notes, that the maturity date
of the January 2024 Secured Notes would be further extended to January 31, 2024.

 F- 24

 On January 31, 2024, the Company and the Holders
entered into amendments to the January 2024 Secured Notes ("Amendment No. 3 to January 2024 Secured Notes"), pursuant to which
the maturity date of the January 2024 Notes was extended to February 29, 2024. In addition, on January 31, 2024, the Company and the Holders
entered into amendments to the September 2024 Secured Notes ("Amendment No. 2 to September 2024 Secured Notes"), pursuant
to which the Company and the Holders agreed that in consideration of a principal payment in the aggregate amount of $ 1.25 million
on the January 2024 Secured Notes and in increase in the aggregate principal balance of $ 300,000 on the September 2024 Secured Notes.

 Pursuant to Amendment No. 3 to the January 2024
Secured Notes, the Company was required to make the Additional Consideration payment no later than February 9, 2024. As a result of the
Company's failure to make the Additional Consideration payment by February 9, 2023, the January 2024 Secured Notes and the September
2024 Secured Notes were in default and the entire principal balance of the January 2024 Secured Notes and the September 2024 Secured Notes,
without demand or notice, were due and payable.

 As a result of the defaults on the January 2024
Secured Notes and the September 2024 Secured Notes, the Company was in default on the Business Loan and Security Agreement dated January
24, 2024 (the January Business Loan"), which had a current balance of approximately $ 5.2 million, and the Business Loan and
Security Agreement dated November 7, 2023 (the "November Business Loan") which had a current balance of approximately $ 2.7 million.

 On February 26, 2024, the Company and the Holders
entered into an Assignment Agreement (the "February Assignment Agreement"), pursuant to which the Company assigned all remaining
amounts due under the January 2024 Secured Notes, the September 2024 Secured Notes and the Unsecured Notes (collectively, the "Notes")
back to the Holders. The Company recognized a $ 208,670 loss on the transfer of these notes. In connection with the February Assignment
Agreement, the Company and the Holders entered into a payoff letter (the "Payoff Letter") and amendments to the January 2024
Secured Notes ("Amendment No. 4 to January 2024 Secured Notes"), pursuant to which the maturity date of the January 2024
Secured Notes was extended to September 30, 2024 and the outstanding balance under the Notes, after giving effect to the transactions
contemplated by the February Assignment Agreement as applied pursuant to the Payoff Letter, was adjusted to $ 250,000. On April 15, 2024,
the Company repaid the $ 250,000.

 Waiver Agreement

 On July 12, 2024, the Company, Merger Sub and
Evofem also entered into a Waiver Agreement (the "Waiver Agreement"), pursuant to which: (i) Evofem waived its Termination
Right (as defined in the Merger Agreement) for such breaches by the Company and Merger Sub that have occurred prior to the date of the
Waiver Agreement; (ii) the Company and Merger Sub waived the restrictive covenants in the Merger Agreement that would otherwise prevent
Evofem from entering into and closing the transaction contemplated under that certain Asset Purchase Agreement by and between Evofem and
Lupin, Inc. (the "Asset Purchase Agreement"); and (iii) the Company and Merger Sub waived the restrictive covenants in the
Merger Agreement that would otherwise restrict Evofem from entering into a financing arrangement relating to its directors' and
officers' insurance policy.

 F- 25

 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 contains certain standard events of default, as defined in the Note. During the year ended December 31, 2024, the Company
recorded an amortization of debt discount of $ 122,793. As of December 31, 2024, there was a remaining debt discount of $ 200,284. As
of December 31, 2024, there was a remaining principal balance of $ 923,077. As of December 31, 2024, no repayments have been paid
toward the 2024 September Note. As of December 31, 2024, the 2024 September Note is in technical default, however, default
provisions were not enforced by the 2024 September Note Holder. The 2024 September Note was repaid subsequent to December 31, 2024.
(Note 12)

 NOTE 8 – 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, 2024 and
December 31, 2023 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 approximately 5,810 square feet of laboratory and office space. The lease expired in August
31, 2024, subject to extension. As of September 1, 2024, the lease became month to month. As of December 31, 2024 the Company is 7.3 months
in arrears on this lease.

 We also lease approximately 25,000 square
feet in Richmond, Virginia. The lease expires on August 31, 2026, subject to extension. As of December 31, 2024 the Company is 6
months in arrears on this lease.

 F- 26

 Additionally, we leased approximately 3,150 square
feet of office space in Melville, New York. On March 6, 2024, the Company received correspondence from 532 Realty Associates, LLC (the
"Landlord") that the Company is in default under that certain Agreement of Lease dated November 3, 2021 by and between the
Landlord and the Company (the "New York Lease") for failure to pay Basic Rent and Additional Rent (as each term is defined
in the New York Lease) in the aggregate amount of $ 40,707 (the "Past Due Rent"). On June 24, 2024 the Company and the
Landlord entered into a surrender and acceptance of lease agreement (the "Surrender Agreement"). Pursuant to the Surrender
Agreement, the Company surrendered to the landlord the lease and term of the estate on June 28, 2024. In consideration of the acceptance
by the Landlord, the Company agreed to pay $ 69,379 (the "Surrender Fee"), which reflected outstanding rent, utilities,
and other charges owed under the lease. Further, upon execution of the agreement, the Landlord released and retained the security deposit
of $ 25,515. The balance of the Surrender fee, $ 43,864, was paid in 2024.

 The overdue amounts represent a payable of $ 971,462
which are included in accounts payable and accrued liabilities on the Company's consolidated balance sheet.

 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 Company's
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 $ 431,182 in
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 $ 590,557 plus 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, 2024, the Company has made the payment of $ 431,182. The Company is 6 months in arrears in the
amount of $ 528,545 and the Security Deposit of $ 159,375 is outstanding as of December 31, 2024.

 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

 2024

 Year Ended

 2023

 Components of total lease costs:

 Operating lease expense

 $
 1,233,777

 $
 1,140,949

 Total lease costs

 $
 1,233,777

 $
 1,140,949

 Lease Positions as of December 31, 2024 and
December 31, 2023

 ROU lease assets and lease liabilities for our
operating leases are recorded on the balance sheet as follows:

 2024

 2023

 Assets

 Right of use asset – long term

 $
 1,225,781

 $
 2,200,299

 Total right of use asset

 $
 1,225,781

 $
 2,200,299

 Liabilities

 Operating lease liabilities – short term

 $
 683,352

 $
 999,943

 Operating lease liabilities – long term

 436,354

 1,041,744

 Total lease liability

 $
 1,119,706

 $
 2,041,687

 F- 27

 Lease Terms and Discount Rate as of December
31, 2024

 Weighted average remaining lease term (in years) – operating leases

 1.58

 Weighted average discount rate – operating leases

 8.00
 %

 Maturities of leases are as follows:

 2025

 $
 710,546

 2026

 423,930

 Total lease payments

 $
 1,134,476

 Less imputed interest

 ( 14,770
)

 Less current portion

 ( 683,352
)

 Total maturities, due beyond one year

 $
 436,354

 NOTE 9 – 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 issued 1 shares of common stock to LLU.

 Pursuant to the LLU License Agreement, we are
required to pay an annual license fee to LLU. Also, we paid LLU $ 455,000 in 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: $ 175,000 on June 30, 2022; $ 100,000 on September 30, 2024; $ 500,000 on
September 30, 2026; and $ 500,000 on September 30, 2027. In lieu of the $ 175,000 milestone 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: $ 70,000 at the end of December 2018, and a final payment of $ 60,000 at 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 a three (3) year period 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).

 F- 28

 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 $ 100,000 extension
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 by September 30, 2025.

 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 Stanford's 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 AditxtScore TM and securing worldwide exclusivity
in all fields of use of the licensed technology.

 We were obligated to pay and paid a fee of $ 25,000 to
Stanford within 60 days of February 3, 2020. We also issued 1 shares of the Company's 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
$ 40,000 for 2021 through 2024 and $ 60,000 starting in 2025 until the license expires upon the expiration of the patent. The
Company is required to pay and has paid $ 25,000 for the issuances of certain patents. The Company will pay milestone fees of $ 50,000 on
the first commercial sales of a licensed product and $ 25,000 at 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 $ 25,000 in 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 $ 10,000,000 in 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.

 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 of 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.

 F- 29

 Asset Purchase Agreement

 MDNA Lifesciences, Inc.

 On January 4, 2024 (the "Closing Date"),
the Company completed its acquisition of certain assets and issued to MDNA Lifesciences, Inc. ("MDNA"): 5 shares
of the Company's Common Stock, Warrants to purchase 5 shares of the Company's Common Stock, and 20 shares of
the Pearsanta Preferred Stock. The Company accounted for this transaction as an asset acquisition.

 On January 4, 2024, the Company, Pearsanta and
MDNA entered into a First Amendment to Asset Purchase Agreement (the "First Amendment to Asset Purchase Agreement"), pursuant
to which the parties agreed to: (i) the removal of an upfront working capital payment, (ii) the removal of a Closing Working Capital Payment
(as defined in the Purchase Agreement"), and (iii) to increase the maximum amount of payments to be made by Aditxt under the Transition
Services Agreement (as defined below) from $ 2.2 million to $ 3.2 million.

 On January 4, 2024, Pearsanta and MDNA entered
into a Transition Services Agreement (the "Transition Services Agreement"), pursuant to which MDNA agreed that it would perform,
or cause certain of its affiliates or third parties to perform, certain services as described in the Transition Services Agreement for
a term of nine months in consideration for the payment by Pearsanta of certain fees as provided in the Transition Services Agreement,
in an amount not to exceed $ 3.2 million.

 As part of this transaction, the Company acquired
$ 1,008,669 in patents which was expensed to R&D. The fair market value of this transaction was determined by the purchase price
paid in the transaction of 5 shares of the Company's Common Stock, which had a value of $ 256,000 based on the trading
price of the common stock, 5 Warrants to purchase shares of the Company's Common Stock, which had a value of $ 252,669 using
a Black Sholes valuation, and 10 shares of the Pearsanta Preferred Stock which had a value of $ 500,000 based on the stated
value of Pearsanta's Preferred Stock of $ 1,250,000 per share.

 Brain Scientific, Inc.

 On January 24, 2024, the Company entered into
an Assignment and Assumption Agreement (the "Brain Assignment Agreement") with the agent (the "Agent") of certain
secured creditors (the "Brain Creditors") of Brain Scientific, Inc., a Nevada corporation ("Brain Scientific")
and Philip J. von Kahle (the "Brain Seller"), as assignee of Brain Scientific and certain affiliated entities (collectively,
the "Brain Companies") under an assignment for the benefit of creditors pursuant to Chapter 727 of the Florida Statutes. Pursuant
to the Brain Assignment Agreement, the Agent assigned its rights under that certain Asset Purchase and Settlement Agreement dated October
31, 2023 between the Seller and the Agent (the "Brain Asset Purchase Agreement") to the Company in consideration for the issuance
by the Company of an aggregate of 6,000 shares of a new series of convertible preferred stock of the Company, designated as Series
B-1 Convertible Preferred Stock, $ 0.001 par value (the "Series B-1 Convertible Preferred Stock"). The shares of Series
B-1 Convertible Preferred Stock were issued pursuant to a Securities Purchase Agreement entered into by and between the Company and each
of the purchasers signatory thereto (the "Brain Purchase Agreement"). (See Note 10)

 In connection with the Brain Assignment Agreement,
on January 24, 2024, the Company entered into a Patent Assignment with the Brain Seller (the "Brain Patent Assignment"), pursuant
to which the Seller assigned all of its rights, titles and interests in certain patents and patent applications that were previously held
by the Brain Companies to the Company.

 As part of this transaction, the Company acquired $ 5,703,995 in
patents which was expensed to R&D and $ 266,448 in fixed assets. The fair market value of this transaction was determined by the
purchase price paid in the transaction of 6,000 shares of the Company's Series B-1 Convertible Preferred Stock which had a
value of $ 5,970,443 based on stated value of the Series B-1 Convertible Preferred Stock of $ 1,000.00 per share.

 F- 30

 Contingent Liability

 On September 7, 2023, the Company received a demand
letter from the holder of certain warrants issued by the Company in April 2023. The demand letter alleged that the investor suffered more
than $ 2 million in damages as a result of the Company failing to register the shares of the Company's common stock underlying
the warrants as required under the securities purchase agreement.

 On January 3, 2024, the Company entered into a
settlement agreement and general release with an investor (the "Settlement Agreement"), pursuant to which the Company and
the investor agreed to settle an action filed in the United States District Court in the Southern District of New York by an investor
against the Company (the "Action") in consideration of the issuance by the Company of shares of the Company's Common
Stock (the "Settlement Shares"). The number of Settlement Shares to be issued will be equal to $ 1.6 million divided by
the closing price of the Company's Common Stock on the day prior to court approval of the joint motion. Following the issuance of
the Settlement Shares, the Investor will file a dismissal stipulation in the Action.

 On January 17, 2024, the Company issued 30 Settlement
Shares to the investor. The Settlement Shares were issued pursuant to an exemption from registration pursuant to Section 3(a)(10) under
the Securities Act of 1933, as amended.

 On December 29, 2023, the Company entered into
a securities purchase agreement with an institutional investor ("the "Holder") for the issuance and sale in a private
placement of (i) pre-funded warrants (the "December Pre-Funded Warrants") to purchase up to 124 shares of the Company's
common stock, par value $ 0.001 (the "December Common Stock") at an exercise price of $ 10.00 per share, and (ii)
warrants to purchase up to 248 shares of the Company's Common Stock, at a purchase price of $ 48,500.00 per share
(collectively the "December PIPE Securities").

 The December PIPE Securities were to be registered within a timeframe
as described in the registration rights agreement. The Company failed to register the December PIPE Securities within the agreed upon
timeframe. As a result of the late registration, the holder of the December PIPE Securities was entitled to damages. On August 7, 2024,
the Company and the holder of the December PIPE Securities entered into an exchange agreement inclusive of $ 667,000 of liquidated
damages owed to the holder, which were expenses to general and administrative expense during the year ended December 31,2024, of the December
PIPE Securities, pursuant to which the Company agreed to exchange the 124 Pre-Funded Warrants and 175 common stock warrants for: (i) an
aggregate of 6,667 shares of the Company's Series C-1 Convertible Preferred Stock, and (ii) warrants to purchase 257 shares of the
Company's Common St ock at an exercise price of $ 14,900.00 per share for a term of five years.
See Note 7 for further disclosure surrounding the 2024 Letter Agreement.

 Evofem Merger Agreement

 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 Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub") and Evofem Biosciences,
Inc., a Delaware corporation ("Evofem"), pursuant to which, Merger Sub will be merged into and with Evofem (the "Merger"),
with Evofem surviving the Merger as a wholly owned subsidiary of the Company.

 In connection with the Merger Agreement the Company
assumed $ 13.0 million in notes payable held by Evofem (see Note 7) and assumed a payable for $ 154,480 (see Note 7). These items
were capitalized on the Company's balance sheet to deposit on acquisition as of December 31, 2024. The Company recognized a debt
discount of $ 1,924,276. As of December 31, 2024, there was an unamortized discount of $ 0. During the years ended December 31, 2024 and
2023, the Company recognized an amortization of debt discount of $ 589,377 and $ 0.

 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 $ 0.0001 per 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
of 61 shares of the Company's common stock, par value $ 0.001 per share ("Company Common Stock"); and
(ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $ 0.0001 of 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 of 2,327 shares of Series A-1 Convertible Preferred
Stock, par value $ 0.001 of 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.

 F- 31

 On December 11, 2023 the Company entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Adicure, Inc., a Delaware corporation and wholly owned subsidiary
of the Company ("Merger Sub") and Evofem Biosciences, Inc., a Delaware corporation ("Evofem"), pursuant to which,
Merger Sub will be merged into and with Evofem (the "Merger"), with Evofem surviving the Merger as a wholly owned subsidiary
of the Company.

 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 of 2,000 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase price of $ 2.0 million
on or prior to April 1, 2024, and (b) a purchase of 1,500 shares of Evofem Series F-1 Preferred Stock for an aggregate purchase
price of $ 1.5 million on or prior to April 30, 2024.

 Evofem Reinstatement and Fourth Amendment to
the Merger Agreement

 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 Company's 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 Company's 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

 F- 32

 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 Evofem's Series F-1 Preferred Stock, par value $ 0.0001 per 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 $ 2,500,000 or 2,500 shares of Series F-1 Preferred Stock. A maximum of $ 1,500,000 shall be raised prior to September 17, 2024 and $ 1,000,000 prior to July 1, 2024 (the "Parent Capital Raise"). (See Note 12)

 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 $ 1,000,000 Initial Payment required by the Fourth Amendment has not been paid in full by May 3, 2024 (b) $ 1,500,000 of the Parent Capital Raise Amount has not been paid to the Company by June 17, 2024, (c) $ 1,000,000 of 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 "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 $ 0.0001 per 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 $ 0.0001 of 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 $ 0.001 of 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.

 F- 33

 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.

 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 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 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 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 participant's 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 Evofem's 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;

 (iv)
 Evofem
shall have received agreements (the "Evofem Warrant Holder Agreements") from all holders of Evofem warrants which provide:

 F- 34

 (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) of 930.336 shares 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) of 353 shares of Company
Preferred Stock;

 (ii)
 the
Company shall have received waivers form the holders of certain of the Company's securities which contain prohibitions on variable
rate transactions; and

 (iii)
 the
Company, Merger Sub and Evofem shall work together between the 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.

 F- 35

 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 Evofem's 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 Company 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. See Note 12 for additional amendments to the Amended and Restated
Merger Agreement and purchases of Evofem Series F-1 Preferred Stock.

 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.

 Evofem Parent Equity Investment

 On October 28, 2024, Aditxt 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. See Note 12 for current status of the Evofem transaction.

 F- 36

 Engagement Letter with Dawson James Securities,
Inc.

 On February 16, 2024, the Company entered into
an engagement letter (the "Dawson Engagement Letter") with Dawson James Securities, Inc.("Dawson"), pursuant to
which the Company engaged Dawson to serve as financial advisor with respect to one or more potential business combinations involving the
Company for a term of twelve months. Pursuant to the Dawson Engagement Letter, the Company agreed to pay Dawson an initial fee of $ 1.85 million
(the "Dawson Initial Fee"), which amount is payable on the later of (i) the closing of an offering resulting in gross proceeds
to the Company of greater than $ 4.9 million, or (ii) five days after the execution of the Dawson Engagement Letter. At the Company's
option, the Dawson Initial Fee may be paid in securities of the Company. In addition, with respect to any business combination (i) that
either is introduced to the Company by Dawson following the date of the Dawson Engagement Letter or (ii) that with respect to which the
Company hereafter requests Dawson to provide M&A advisory services, the Company shall compensate Dawson in an amount equal to 5 %
of the Total Transaction Value (as defined in the Engagement Letter) with respect to the first $ 20.0 million in Total Transaction
Value plus 10.0 % of the Total Transaction Value that is in excess of $ 20.0 million (the "Transaction Fee"). The
Transaction Fee is payable upon the closing of a business combination transaction.

 Advance on Private Placement

 On March 5, 2024, the Company received a $ 1,000,000 deposit
for an ongoing Private Placement (as defined below), of which $ 400,000 was attributed to offering costs in connection with the Private
Placement. As of December 31, 2024, the Private Placement had closed and the deposit was recorded to additional paid in capital. (See
Note 10)

 Appili Arrangement Agreement

 On April 1, 2024 (the "Execution Date"),
the Company, entered into an Arrangement Agreement (the "Arrangement Agreement"), subject to various closing conditions, with
Adivir, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Adivir" or the "Buyer"), and
Appili Therapeutics, Inc., a Canadian corporation ("Appili"), pursuant to which, Adivir will acquire all of the issued and
outstanding Class A common shares of Appili (the "Appili Shares") on the terms and subject to the conditions set forth therein.
The acquisition of the Appili Shares (the "Arrangement") will be completed by way of a statutory plan of arrangement under
the Canada Business Corporation Act.

 At the effective time of the Arrangement (the
"Effective Time"), each Appili Share outstanding immediately prior to the Effective Time (other than Appili Shares held by
a registered holder of Appili Shares who has validly exercised such holder's dissent rights) will be deemed to be assigned and
transferred by the holder thereof to the Buyer in exchange for (i) $ 116.75 in cash consideration per share for an aggregate cash
payment of $ 5,668,222 (the "Cash Consideration") and (ii) 27.45004 of a share of common stock of Aditxt or
an aggregate of 34 shares (the "Consideration Shares" and together with the Cash Consideration, the "Transaction
Consideration"). In connection with the transaction, each outstanding option and warrant of Appili will be cashed-out based on
the implied in-the-money value of the Transaction Consideration, which is expected to result in an additional aggregate cash payment
of approximately $ 341,000 (based on the number of issued and outstanding options and warrants and exchange rates as of the date
of the Arrangement Agreement).

 Appili Amending Agreement

 On July 1, 2024, the Company, Adivir and Appili
entered into an Amending Agreement (the "Amending Agreement"), pursuant to which the Parties (as defined in the Arrangement
Agreement) agreed that: (i) the Outside Date (as defined in the Arrangement Agreement) would be changed to August 30, 2024; (ii) Adivir
agreed that it would convene the Company Meeting (as defined in the Arrangement Agreement) no later than August 30, 2024, provided that
Appili shall be under no obligation to convene the Company Meeting prior to the date that is 50 days following the date that Aditxt delivers
to Appili all complete Additional Financial Disclosure (as defined in the Arrangement Agreement) required for inclusion in the Company
Circular (as defined in the Arrangement Agreement); (iii) Aditxt shall use commercially reasonable efforts to complete the Financing (as
defined in the Arrangement Agreement) no later than August 30, 2024; and (iv) Aditxt or Appili may terminate the Arrangement Agreement
if the Financing is not completed by 5:00 p.m. (ET) on August 30, 2024 or such later date as the Parties may agree in writing. (See Note
12)

 On July 18, 2024, the Company, Adivir and Appili
entered into a Second Amending Agreement (the "Second Amending Agreement"), pursuant to which the Arrangement Agreement was
amended to provide that (i) the Outside Date will be extended to September 30, 2024, (ii) the Appili Meeting will be conducted no later
than September 30, 2024, provided that Appili shall be under no obligation to hold the Appili Meting prior to the date that is 50 days
following the date that the Company delivers all complete Additional Financial Disclosure required for inclusion in the circular; (iii)
the Company shall use commercially reasonable efforts to complete the Financing on or prior to September 15, 2024; and (iv) the Company
and Appili may terminate the Arrangement Agreement if the Financing is not completed on or before 5:00 p.m. (ET) on September 15, 2024
or such later date as the Parties may in writing agree.

 F- 37

 On August 20, 2024, the Company, Adivir and Appili
entered into a Third Amending Agreement (the "Third Amending Agreement"), pursuant to which the Arrangement Agreement was
amended to provide that (i) the Outside Date will be extended to November 19, 2024, (ii) Appili shall convene an annual and special meeting
in parallel to the Appili Meeting, to approve as promptly as practicable Appili's continuation from a corporation governed under
the Canada Business Corporations Act to a corporation governed under the Business Corporations Act (Ontario) (the "Continuance");
(iii) the date by which Appili shall convene the Appili Meeting will be extended to no later than November 6, 2024, provided that Appili
shall be under no obligation to hold the Appili Meeting prior to the date that is 50 days following the date that the Company delivers
all complete Additional Financial Disclosure required for inclusion in the Company Circular; (iv) the Company shall use commercially reasonable
efforts to complete the Financing on or prior to October 18, 2024; and (v) the completion of the Continuance shall be a condition to the
completion of the Arrangement. (See Note 12)

 Appili Mutual Waiver

 On November 11, 2024, the Company, Adivir and
Appili entered into a Mutual Waiver, pursuant to which the parties agreed (i) each party shall waive any termination right it may have
under the Arrangement Agreement until December 15, 2024; (ii) immediately following the completion of the Arrangement, the board of directors
of Adivir will be reconstituted such that it shall consist of the following three (3) directors (with the remaining two directors to be
elected by Adivir at a later date): (a) Shahrokh Shabahang; (b) Madhukar Tanna; and (c) Armand Balboni; and (iii) Adivir shall pay Appili
the sum of $ 115,000 no later than 5:00 p.m. (ET) on November 12, 2024 (the "Waiver Fee"). Adivir paid the Waiver Fee on November
12, 2024.

 Equity Line of Credit

 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 Company's 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 Company's 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 connection with the ELOC Purchase Agreement,
the Company also entered into a Registration Rights Agreement with the Investor (the "ELOC Registration Rights Agreement"),
pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale
of the shares of common stock issued to the ELOC Investor pursuant to the ELOC Purchase Agreement (the "Registration Statement")
by the later of (i) the 30th calendar day following the closing date, and (ii) the second business day following Stockholder Approval
(defined below).

 The Company may, from time to time and at its
sole discretion, direct the ELOC Investor to purchase shares of its common stock upon the satisfaction of certain conditions set forth
in the ELOC Purchase Agreement at a purchase price per share based on the market price of the Company's common stock at the time
of sale as computed under the ELOC Purchase Agreement. There is no upper limit on the price per share that the ELOC Investor could be
obligated to pay for common stock under the ELOC Purchase Agreement. The Company will control the timing and amount of any sales of its
common stock to the ELOC Investor, and the ELOC Investor has no right to require us to sell any shares to it under the ELOC Purchase Agreement.
Actual sales of shares of common stock to the ELOC Investor under the ELOC Purchase Agreement will depend on a variety of factors to be
determined by the Company from time to time, including (among others) market conditions, the trading price of its common stock and determinations
by the Company as to available and appropriate sources of funding for the Company and its operations. The ELOC Investor may not assign
or transfer its rights and obligations under the ELOC Purchase Agreement.

 F- 38

 Under the applicable Nasdaq rules, in no event
may the Company issue to the ELOC Investor under the ELOC Purchase Agreement more than 34 shares of common stock, which number
of shares is equal to 19.99 % of the shares of the common stock outstanding immediately prior to the execution of the ELOC Purchase
Agreement (the "Exchange Cap"), unless (i) the Company obtains stockholder approval to issue shares of common stock in excess
of the Exchange Cap in accordance with applicable Nasdaq rules ("Stockholder Approval"), or (ii) the average price per share
paid by the Investor for all of the shares of common stock that the Company directs the ELOC Investor to purchase from the Company pursuant
to the ELOC Purchase Agreement, if any, equals or exceeds the official closing sale price on the Nasdaq Capital Market immediately preceding
the delivery of the applicable purchase notice to the Investor and (B) the average of the closing sale prices of the Company's common
stock on the Nasdaq Capital market for the five business days immediately preceding the delivery of such purchase notice.

 In all cases, the Company may not issue or sell
any shares of common stock to the ELOC Investor under the ELOC Purchase Agreement which, when aggregated with all other shares of the
Company's common stock then beneficially owned by the ELOC Investor and its affiliates, would result in the ELOC Investor beneficially
owning more than 4.99 % of the outstanding shares of the Company's common stock.

 The net proceeds under the ELOC Purchase Agreement
to the Company will depend on the frequency and prices at which the Company sells shares of its stock to the ELOC Investor. The Company
expects that any proceeds received by it from such sales to the Investor will be used for working capital and general corporate purposes.

 As consideration for the ELOC Investor's
commitment to purchase shares of common stock at the Company's direction upon the terms and subject to the conditions set forth
in the ELOC Purchase Agreement, the Company shall pay the Investor a commitment fee of 225 shares as outlined in the ELOC Purchase Agreement,
which is payable on the later of (i) January 2, 2025 and (ii) the trading day following the date on which Stockholder Approval is obtained.

 The ELOC Purchase Agreement contains customary
representations, warranties and agreements of the Company and the ELOC Investor, limitations and conditions regarding sales of ELOC Purchase
Shares, indemnification rights and other obligations of the parties.

 There are no restrictions on future financings,
rights of first refusal, participation rights, penalties or liquidated damages in the ELOC Purchase Agreement other than a prohibition
(with certain limited exceptions) on entering into a dilutive securities transaction during certain periods when the Company is selling
common stock to the ELOC Investor under the Purchase Agreement. The ELOC Investor has agreed that it will not engage in or effect, directly
or indirectly, for its own account or for the account of any of its affiliates, any short sales of the Company's common stock or
hedging transaction that establishes a net short position in the Company's common stock during the term of the ELOC Purchase Agreement.

 The Company has the right to terminate the ELOC
Purchase Agreement at any time after the Commencement Date (as defined in the ELOC Purchase Agreement), at no cost or penalty, upon three
trading days' prior written notice to the Investor. The Company and the ELOC Investor may also agree to terminate the ELOC Purchase
Agreement by mutual written consent, provided that no termination of the ELOC Purchase Agreement will be effective during the pendency
of any purchase that has not then fully settled in accordance with the ELOC Purchase Agreement. Neither the Company nor the ELOC Investor
may assign or transfer the Company's respective rights and obligations under the ELOC Purchase Agreement.

 The Company obtained Stockholder Approval at its
Annual Meeting on August 7, 2024. The registration statement covering the ELOC shares was declared effective by the SEC on September 13,
2024.

 For the year ended December 31, 2024, the Company
sold 93,595 shares at an average price of $ 160.42 per share under the ELOC. The sales generated net proceeds of $ 14,989,558 after paying
commissions and related fees. (Note 12)

 F- 39

 NOTE 10 – STOCKHOLDERS' EQUITY

 Common Stock

 On May 24, 2021, the Company increased the number
of authorized shares of the Company's common stock, par value $ 0.001 per share, from 27,000,000 to 100,000,000 (the
"Authorized Shares Increase") by filing a Certificate of Amendment (the "Certificate of Amendment") to its Amended
and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In accordance with the General Corporation
Law of the State of Delaware, the Authorized Shares Increase and the Certificate of Amendment were approved by the stockholders of the
Company at the Company's Annual Meeting of Stockholders on May 19, 2021. On September 13, 2022, the Company effectuated a 1
for 50 reverse stock split (the "2022 Reverse Split"). The Company's stock began trading at the 2022 Reverse Split
price effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company's
common stock. On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the "2023 Reverse Split"). The
Company's stock began trading at the 2023 Reverse Split price effective on the Nasdaq Stock Market on August 17, 2023. There was
no change to the number of authorized shares of the Company's common stock. On October 2, 2024, the Company effectuated a 1 for
 40 reverse stock split (the "2024 Reverse Split"). The Company's stock began trading at the 2024 Reverse Split
price effective on the Nasdaq Stock Market on October 3, 2024. On March 14, 2025, the Company effectuated a 1 for 250 reverse stock split
(the "2025 Reverse Split"). The Company's stock began trading at the 2024 Reverse Split price effective on the
Nasdaq Stock Market on March 17, 2025.

 On March 14, 2025, Pearsanta effectuated a 1 for 60 reverse
stock split (the "2025 Pearsanta Reverse Split"). There was no change to the number of authorized shares of Pearsanta's
common stock. All share amounts referenced in this report are adjusted to reflect the 2025 Pearsanta Reverse Split.

 Formed in January 2023, our majority owned subsidiary
Pearsanta, Inc. ("Pearsanta") seeks to take personalized medicine to a new level by delivering "Health by the
Numbers." On November 22, 2023, Pearsanta entered into an assignment agreement with FirstVitals LLC, an entity controlled by Pearsanta's
former CEO, Ernie Lee ("FirstVitals"), pursuant to which FirstVitals assigned its rights in certain intellectual property
and website domain to Pearsanta in consideration of the issuance of 8,334 shares of Pearsanta common stock to FirstVitals. On
December 18, 2023, the board of directors of Pearsanta adopted the Pearsanta 2023 Omnibus Equity Incentive Plan (the "Pearsanta
Omnibus Incentive Plan"), pursuant to which it reserved 15 million shares of common stock of Pearsanta for future issuance
under the Pearsanta Omnibus Incentive Plan and the Pearsanta 2023 Parent Service Provider Equity Incentive Plan (the "Pearsanta
Parent Service Provider Plan") and approved the issuance of 9.32 million options, exercisable into shares of Pearsanta
common stock under the Pearsanta Parent Service Provider Plan and the issuance of 4.0 million options, exercisable into shares
of Pearsanta common stock, subject to vesting, and 1.0 million restricted common stock shares under the Pearsanta Omnibus Incentive
Plan.

 During the years ended December 31, 2024, the
Company issued 5 shares of common stock as part of the MDNA asset purchase agreement. (See Note 9) During the year ended December
31, 2024, the Company issued 30 shares of common stock as part of a settlement agreement. (See Note 9)

 During the year ended December 31, 2023, the Company
issued 8 shares of common stock and recognized expense of $ 484,525 in stock-based compensation for consulting services.
The stock-based compensation for consulting services is calculated by the number of shares multiplied by the closing price on the effective
date of the contract. The Company recognized expense of $ 308,479 in stock-based compensation related to the RSUs for the year ended
December 31, 2023. The stock-based compensation for shares issued or RSUs granted during the period were valued based on the fair market
value on the date of grant. During the year ended December 31, 2023, the Company issued 106 shares of common stock for the exercise
of warrants.

 Increase in Authorized Capital

 On August 8, 2024, the Company filed with the
Secretary of State of Delaware an amendment to the Company's Certificate of Incorporation, (the "Charter Amendment")
to increase the number of authorized common stock from 100,000,000 shares to 1,000,000,000 shares. The Charter Amendment
was approved by the Company's stockholders at the Company's Annual Meeting of Stockholders held on August 7, 2024.

 F- 40

 Closing of Private Placement

 On December 29, 2023, the Company entered into
a securities purchase agreement (the "Purchase Agreement") with an institutional investor ("the "December Purchaser")
for the issuance and sale in a private placement (the "December Private Placement") of (i) pre-funded warrants (the "December
Pre-Funded Warrants") to purchase up to 124 shares of the Company's Common Stock, par value $ 0.001 at an exercise
price of $ 10.00 per share, and (ii) warrants (the "December Common Warrants") to purchase up to 248 shares
of the Company's Common Stock, at a purchase price of $ 48,500.00 per share.

 Pursuant to the Purchase Agreement, the Company
agreed to reduce the exercise price of certain outstanding warrants to purchase Common Stock of the Company ("Certain Outstanding
Warrants") held by the Purchaser to $ 46,000.00 per share in consideration for the cash payment by the December Purchaser of
$ 1,250.00 per share of Common Stock underlying the Certain Outstanding Warrants, effective immediately.

 The December Private Placement closed on January
4, 2024. The net proceeds to the Company from the December Private Placement were approximately $ 5.5 million, after deducting placement
agent fees and expenses and estimated offering expenses payable by the Company.

 In addition, the Company agreed to pay H.C. Wainwright
& Co., LLC ("Wainwright") certain expenses and issued to Wainwright or its designees warrants (the "December Placement
Agent Warrants") to purchase up to an aggregate of 8 shares of Common Stock at an exercise price equal to $ 60,625.00 per
share. The December Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to three
years from the date of issuance.

 May Private Placement

 On May 2, 2024, the Company entered into a Securities
Purchase Agreement (the "May PIPE Purchase Agreement") with certain accredited investors, pursuant to which the Company agreed
to issue and sell to such investors in a private placement (the "Private Placement") (i) an aggregate of 17 shares
of the Company's Series C-1 Convertible Preferred Stock (the "Series C-1 Convertible Preferred Stock"), (ii) an aggregate
of 17 shares of the Company's Series D-1 Preferred Stock (the "Series D-1 Preferred Stock"), and (iii) warrants
(the "May PIPE Warrants") to purchase up to an aggregate of 162 shares of the Company's common stock.

 The May PIPE Warrants are exercisable commencing
nine months following the initial issuance date at an initial exercise price of $ 24,700.00 per share and expire five years from the
date of issuance.

 On May 2, 2024, in connection with the Purchase
Agreement, the Company entered into a Registration Rights Agreement with the investors (the "May PIPE Registration Rights Agreement"),
pursuant to which the Company agreed to prepare and file with the Securities and Exchange Commission (the "SEC") a registration
statement on Form S-3 (the "May PIPE Registration Statement") covering the resale of the shares of the Company's common
stock, par value $ 0.001 (the "Common Stock") issuable upon conversion of the Series C-1 Convertible Preferred Stock (the
"Conversion Shares") and upon exercise of the May PIPE Warrants (the "May PIPE Warrant Shares") (i) on the later
of (x) the 30th calendar day after the closing date, or (y) the 2nd business day following the Stockholder Approval Date (as defined in
the May PIPE Purchase Agreement), with respect to the initial registration statement and (ii) on the date on which the Company is required
to file any additional May PIPE Registration Statement pursuant to the terms of the May PIPE Registration Rights Agreement with respect
to any additional Registration Statements that may be required to be filed by the Company (the "Filing Deadline"). Pursuant
to the Registration Rights Agreement, the Company is required to have the initial May PIPE Registration Statement declared effective by
the SEC on the earlier of (x) the 60th calendar day after the Filing Deadline (or the 90th calendar day after the Filing Deadline if subject
to a full review by the SEC), and (y) the 2nd business day after the date the Company is notified by the SEC that such May PIPE Registration
Statement will not be reviewed. In the event that the Company fails to file the May PIPE Registration Statement by the Filing Deadline,
have it declared effective by the Effectiveness Deadline, or the prospectus contained therein is not available for use or the investor
is not otherwise able to sell its May PIPE Warrant Shares pursuant to Rule 144, the Company shall be required to pay the investor an amount
equal to 2 % of such investor's Purchase Price (as defined in the May PIPE Purchase Agreement) on the date of such failure and
on every thirty date anniversary until such failure is cured.

 F- 41

 In connection with the Private Placement, the
Sixth Borough Note (Note 7) was converted into Series C-1 Convertible Preferred Stock.

 The Private Placement closed on May 6, 2024. The
gross proceeds from the Private Placement were approximately $ 4.2 million, prior to deducting the placement agent's fees and
other offering expenses payable by the Company. The Company used $ 1.0 million of the net proceeds to fund certain obligations under
its merger agreement with Evofem Biosciences, Inc. and the remainder of the net proceeds from the offering for working capital and other
general corporate purposes.

 Dawson James Securities ("Dawson James")
served as the Company's exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement
letter, dated as of May 2, 2024, between the Company and Dawson James (the "Engagement Letter"). Pursuant to the Engagement
Letter, the Company paid Dawson James (i) a total cash fee equal to 7 % of the aggregate gross proceeds of the Private Placement.
In addition, the Company agreed to pay Dawson James certain expenses and issued to Dawson James or its designees warrants of 323 (the
"May PIPE Placement Agent Warrants") to purchase 5 % of the number of securities sold in the Private Placement. The May
PIPE Placement Agent Warrants are exercisable at an exercise price of $ 32,437.50 per share commencing nine months following issuance
and have a term of exercise equal to five years from the date of issuance. Per the May PIPE Placement Agent Warrant agreement, the exercise
price of the May PIPE Placement Agent Warrants was reset to $ 5,190.00.

 May Senior Notes

 On May 24, 2024, the Company entered into the May Senior Notes. The
May Senior Notes had an original issuance discount of $ 211,382. The notes have a maturity date of August 22, 2024 and an interest
rate of 14 % per annum. There were also 33 shares of the Company's common stock issued to the holders of the notes
as part of this transaction. As of December 31, 2024, these notes were fully paid off. (See Note 7 & 12)

 July Senior Notes

 On July 9, 2024 and July 12, 2024, the Company entered into, collectively,
the July Senior Notes. The July Senior Notes had a principal amount of $ 1,500,000 an original issuance discount of $ 300,000. The notes
have a maturity date of October 7, 2024 and an interest rate of 14 % per annum. In connection with the issuance of the July
Note, the Company issued the July Note Purchasers a warrant (the "July Note Warrant") to purchase up to 125 shares
of the Company's common stock (the "July Note Warrant Shares"). Pursuant to the July Note Purchase Agreement, the Company
also agreed to file a registration statement with the SEC covering the resale of the Warrant Shares as soon as practicable following notice
from an investor, and to cause such registration statement to become effective within 60 days following the filing thereof. The July Note
Warrant is exercisable following Stockholder Approval (as defined in the Purchase Agreement) at an initial exercise price of $ 14,900.00 for
a term of five years. In connection with the issuance of the July Note, the Company issued the July Note Warrant to purchase up to 176 shares
of the Company's common stock. The initial exercise price is $ 15,820.00. As of December 31, 2024, these notes were fully paid off.
(See Note 7)

 Following Stockholder Approval (as defined in
the July Note Warrant), if and whenever on or after the Subscription Date (as defined in the July Note Warrant) the Company grants, issues
or sells (or enters into any agreement to grant, issue or sell), is deemed to have granted, issued or sold, any shares of Common Stock
for a consideration per share (the "New Issuance Price") less than a price equal to the exercise price in effect immediately
prior to such granting, issuance or sale or deemed granting, issuance or sale (the foregoing a "Dilutive Issuance"), then,
immediately after such Dilutive Issuance, the exercise price then in effect shall be reduced to an amount equal to the New Issuance Price.
Simultaneously, with any adjustment to the New Issuance Price the July Note Warrant shall be increased or decreased proportionally, so
that after such adjustment the aggregate New Issuance Price payable hereunder for the adjusted number of July Warrant shares shall be
the same as the aggregate New Issuance Price in effect immediately prior to such adjustment.

 F- 42

 Registered Direct Offering

 On August 8, 2024, the Company entered into a
securities purchase agreement (the "Registered Direct Purchase Agreement") with certain institutional investors, pursuant
to which the Company agreed to sell to such investors 19 shares (the "Registered Direct Shares") of common stock
of the Company (the "Common Stock"), pre-funded warrants (the "Registered Direct Pre-Funded Warrants") to purchase
up to 95 shares of Common Stock of the Company (the "Registered Direct Pre-Funded Warrant Shares"), having an exercise
price of $ 10.00 per share, at a purchase price of $ 10,600.00 per share of Common Stock and a purchase price of $ 10,590.00 per
Registered Direct Pre-Funded Warrant (the "Registered Direct Offering"). The shares of Common Stock and Registered Direct
Pre-Funded Warrants (and shares of common stock underlying the Registered Direct Pre-Funded Warrants) were offered by the Company pursuant
to its shelf registration statement on Form S-3 (File No. 333-280757), which was declared effective by the Securities and Exchange Commission
on August 6, 2024.

 The closing of the sales of these securities under
the Registered Direct Purchase Agreement took place on August 9, 2024. The gross proceeds from the offering were approximately $ 1.2 million,
prior to deducting placement agent's fees and other offering expenses payable by the Company. The Company used $ 500,000 of
the net proceeds from the offering to fund certain obligations under its Amended and Restated Merger agreement with Evofem Biosciences,
Inc and the remainder for working capital and other general corporate purposes.

 At the Market Offering Agreement Amendment
& Activity

 For the year ended December 31, 2023, the Company
sold 1 share at a price of $ 620,500 un the ATM (as defined below). The sale of the share generated proceeds of $ 507,016 after paying commissions
and related fees.

 On April 20, 2023, the Company entered into an
amendment to the ATM, pursuant to which the Company and the Agent (as defined below) agreed to reduce the aggregate gross sales price
of the shares under the ATM from $ 50,000,000 to zero.

 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 Company's common stock having
an aggregate offering price of up to $ 35,000,000 (the "ATM Shares").

 During the year ended December 31, 2024, the Company
sold 31,528 Shares at an average price of $ 65.00 per share under the ATM. The sale of Shares generated net proceeds of approximately $ 1,986,718
after paying fees and expenses. As of December 31, 2024, the Company had an outstanding subscription receivable in connection with the
ATM of 1,773 shares in the amount of $ 85,137. The $ 85,137 was collected subsequent to December 31, 2024.

 ELOC Activity

 During the year ended December 31, 2024, the Company
sold 92,595 Shares at an average price of $ 160.00 per share under the ELOC. The sale of Shares generated net proceeds of approximately
$ 15,014,568 after paying fees and expenses. As of December 31, 2024, the Company had an outstanding subscription receivable in connection
with the ELOC of 23,273 shares in the amount of $ 1,023,614. The $ 1,023,614 was collected subsequent to December 31,2024.

 Preferred Stock

 The Company is authorized to issue 3,000,000 shares
of preferred stock, par value $ 0.001 per share. There were 144 and 100 shares of preferred stock outstanding
as of December 31, 2024 and December 31, 2023, respectively.

 All series of the Company's convertible
preferred stock include alternate conversion provisions. The Company's convertible preferred stock also contains floor pricing provisions;
the Company has the discretion to issue shares below the floor price.

 F- 43

 Aditxt Preferred Share Class

 Quantity
 Issued and
 as of
 2024

 Standard
 Conversion
 Common Stock
 Equivalent

 Liquidation
 Amount

 Series A Preferred Stock

 -

 -

 $
 -

 Series A-1 Convertible Preferred Stock

 22,071

 2,486

 27,588,230

 Series B Preferred Stock

 -

 -

 -

 Series B-1 Convertible Preferred Stock

 2,689

 3,361,250

 Series B-2 Convertible Preferred Stock

 2,625

 3,281,250

 Series C Preferred Stock

 -

 -

 -

 Series C-1 Convertible Preferred Stock

 8,373

 10,466,250

 Series D-1 Preferred Stock

 -

 -

 -

 Total Aditxt Preferred Shares Outstanding

 35,758

 3,430

 $
 44,696,980

 Issuance of Series A-1 Convertible Preferred
Stock:

 On December 11, 2023 (the "Execution Date"),
the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Adicure, Inc., a Delaware corporation
and wholly owned subsidiary of the Company ("Merger Sub") and Evofem Biosciences, Inc., a Delaware corporation ("Evofem"),
pursuant to which, Merger Sub will be merged into and with Evofem (the "Merger"), with Evofem surviving the Merger as a wholly
owned subsidiary of the Company.

 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 $ 0.0001 per 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
of 61 shares of the Company's common stock, par value $ 0.001 per share ("Company Common Stock"); and
(ii) all issued and outstanding shares of Series E-1 Preferred Stock, par value $ 0.0001 of 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 of 2,327 shares of Series A-1 Convertible Preferred
Stock, par value $ 0.001 of 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. See Series A-1 Convertible Preferred Stock
certificate of designation incorporated by reference to this document.

 On December 22, 2023, the Company entered into
an Exchange Agreement (the "Exchange Agreement") with the holders (the "Holders") of an aggregate of 22,280 shares
of Series F-1 Convertible Preferred Stock of Evofem (the "Evofem Series F-1 Preferred Stock") agreed to exchange their respective
shares of Evofem Series F-1 Preferred Stock for an aggregate of 22,280 shares of a new series of convertible preferred stock
of the Company designated as Series A-1 Convertible Preferred Stock, $ 0.001 par value, (the "Series A-1 Convertible Preferred
Stock").

 F- 44

 The following is only a summary of the Series
A-1 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series A-1 Certificate of Designations.

 Designation, Amount, and Par Value: The number
of Series A-1 Convertible Preferred Stock designated is 22,280 shares. The shares of Series A-1 Convertible Preferred Stock
have a par value of $ 0.001 per share and a stated value of $ 1,000 per share.

 Conversion Price: The Series A-1 Convertible Preferred
Stock will be convertible into shares of Common Stock at an initial conversion price of $ 44,400 (subject to adjustment pursuant to
the Series A-1 Certificate of Designations) (the "Conversion Price"). The Certificate of Designations also provides that in
the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder's Series
A-1 Convertible Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined
below) and (ii) the quotient of (x) the 25 % redemption premium multiplied by (y) the amount of Series A-1 Convertible Preferred Stock
subject to such conversion. "Triggering Events" include, among others, (i) a suspension of trading or the failure to be traded
or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii)
the Company's default in payment of indebtedness in an aggregate amount of $ 500,000 or more (the Company is currently in default
for payments greater than $ 500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed
with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of
money in excess of $ 100,000. "Alternate Conversion Price" means the lowest of (i) the applicable conversion price the in effect,
(ii) the greater of (x) $ 8,880.00 (the "Floor Price") and (y) 80 % of the volume weighted average price ("VWAP")
of the Common Stock on the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series A-1
Certificate of Designations provides that if on any of the 90th and 180th day after each of the occurrence of any Stock Combination Event
(as defined in the Series A-1 Certificate of Designations) and the Applicable Date (as defined in the Series A-1 Certificate of Designations),
the conversion price then in effect is greater than the market price then in effect (the "Adjustment Price"), on such date
then the conversion price shall automatically lower to the Adjustment Price.

 F- 45

 Dividends: Holders of the Series A-1 Convertible
Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which
Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof,
in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred
Share.

 Liquidation: In the event of a Liquidation Event
(as defined in the Series A-1 Certificate of Designation), the holders the Series A-1 Convertible Preferred Stock shall be entitled to
receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock
of the Company, equal to the greater of (A) 125 % of the Conversion Amount (as defined in the Series A-1 Certificate of Designation)
on the date of such payment and (B) the amount per share such holder of Series A-1 Convertible Preferred Stock would receive if they converted
such share of Series A-1 Convertible Preferred Stock into Common Stock immediately prior to the date of such payment

 Company Redemption: The Company may redeem all,
or any portion, of the Series A-1 Convertible Preferred Stock for cash, at a price per share of Series A-1 Convertible Preferred Stock
equal to 115 % of the greater of (i) the Conversion Amount (as defined in the Series A-1 Certificate of Designation)being redeemed
as of the Company Optional Redemption Date (as defined in the Series A-1 Certificate of Designation) and (ii) the product of (1) the Conversion
Rate (as defined in the Series A-1 Certificate of Designation) with respect to the Conversion Amount being redeemed as of the Company
Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Certificate of Designation) of the Common
Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as
defined in the Certificate of Designation) and ending on the Trading Day immediately prior to the date the Company makes the entire payment
required to be made under the Certification of Designation.

 Maximum Percentage: Holders of Series A-1 Convertible
Preferred Stock are prohibited from converting shares of Series A-1 Convertible Preferred Stock into shares of Common Stock if, as a result
of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99 % (the "Maximum Percentage")
of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

 Voting Rights: The holders of the Series A-1 Convertible
Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together
with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose
nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Certificate
of Designations and where required by the DGCL.

 Conversion of A-1 Preferred Stock

 For the year ended December 31, 2024, approximately
209 shares of Series A-1 Convertible Preferred Stock have been converted into 30 shares of the Company's common stock. The approximately
209 shares of Series A-1 Convertible Preferred Stock were converted per the certificate of designation under an alternate conversion method,
inclusive of the additional 50 % premium of the conversion amount, due to the previously disclosed default on the LS Biotech Eight, LLC
lease.

 F- 46

 Issuance of Series B Preferred Stock:

 On July 19, 2022, the Company entered into a Subscription
and Investment Representation Agreement with its Chief Executive Officer (the "Purchaser"), pursuant to which the Company
agreed to issue and sell one (1) share of the Company's Series B Preferred Stock (the "Preferred Stock"),
par value $ 0.001 per share, to the Purchaser for $ 20,000 in cash.

 On July 19, 2022, the Company filed a certificate
of designation (the "Certificate of Designation") with the Secretary of State of Delaware, effective as of the time of filing,
designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides
that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company's
common stock as a single class exclusively with respect to any proposal to amend the Company's Restated Certificate of Incorporation
to effect a reverse stock split of the Company's common stock. The Preferred Stock will be voted, without action by the holder,
on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except
as otherwise required by the General Corporation Law of the State of Delaware.

 The Preferred Stock is not convertible into, or
exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with
respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale,
dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled
to receive dividends of any kind. See Series B Preferred Stock certificate of designation incorporated by reference to this document.

 The outstanding share of Preferred Stock shall
be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion
or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split.
Upon such redemption, the holder of the Preferred Stock will receive consideration of $ 20,000 in cash.

 Redemption of Series B Preferred Stock

 On October 7, 2022, the Company paid $ 20,000 in
consideration for the one share of Preferred Stock which was redeemed on September 13, 2022.

 Series B-1 Convertible Preferred Stock Certificate
of Designation

 On January 24, 2024, the Company filed a Certificate
of Designations for its Series B-1 Convertible Preferred Stock with the Secretary of State of Delaware (the "Series B-1 Certificate
of Designations"). The following is only a summary of the Series B-1 Certificate of Designations.

 Designation, Amount, and Par Value: The number
of Series B-1 Convertible Preferred Stock designated is 6,000 shares. The shares of Series B-1 Convertible Preferred Stock have
a par value of $ 0.001 per share and a stated value of $ 1,000 per share.

 Conversion Price: The Series B-1 Convertible Preferred
Stock will be convertible into shares of Common Stock at an initial conversion price of $ 40,600.00 (subject to adjustment pursuant
to the Series B-1 Certificate of Designations) (the "Conversion Price"). The Series B-1 Certificate of Designations also
provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder's
Series B-1 Convertible Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion
Price (as defined below) and (ii) the quotient of (x) the 125 % redemption premium multiplied by (y) the amount of Series B-1
Convertible Preferred Stock subject to such conversion. "Triggering Events" include, among others, (i) a suspension of
trading or the failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive
legends when required, (iii) the Company's default in payment of indebtedness in an aggregate amount of $ 500,000 or more, (iv)
proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary
bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $ 500,000. "Alternate
Conversion Price" means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $ 9,420.00 (the
"Floor Price") and (y) 80 % of the lowest volume weighted average price ("VWAP") of the Common Stock during
the five consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion
notice. Further, the Series B-1 Certificate of Designations provides that if on any of the 90 th and 180 th day
after each of the occurrence of any Stock Combination Event (as defined in the Series B-1 Certificate of Designations) and the
Applicable Date (as defined in the Series B-1 Certificate of Designations), the conversion price then in effect is greater than
the market price then in effect (the "Adjustment Price"), on such date then the conversion price shall automatically lower
to the Adjustment Price.

 F- 47

 Dividends: Holders of the Series B-1 Convertible
Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which
Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof,
in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred
Share.

 Liquidation: In the event of
a Liquidation Event (as defined in the Series B-1 Certificate of Designations), the holders the Series B-1 Convertible Preferred Stock
shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares
of capital stock of the Company, equal to the greater of (A) 125 % of the Conversion Amount (as defined in the Series B-1 Certificate
of Designation) on the date of such payment and (B) the amount per share such holder of Series B-1 Convertible Preferred Stock would receive
if they converted such share of Series B-1 Convertible Preferred Stock into Common Stock immediately prior to the date of such payment.

 Company Redemption: The Company may redeem
all, or any portion, of the Series B-1 Convertible Preferred Stock for cash, at a price per share of Series B-1 Convertible Preferred
Stock equal to 115 % of the greater of (i) the Conversion Amount (as defined in the Series B-1 Certificate of Designations) being
redeemed as of the Company Optional Redemption Date (as defined in the Series B-1 Certificate of Designations) and (ii) the product of
(1) the Conversion Rate (as defined in the Series B-1 Certificate of Designations) with respect to the Conversion Amount being redeemed
as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Series B-1 Certificate
of Designations) of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional
Redemption Notice Date (as defined in the Series B-1 Certificate of Designations) and ending on the Trading Day immediately prior to the
date the Company makes the entire payment required to be made under the Certification of Designation.

 Maximum Percentage: Holders of Series B-1 Convertible
Preferred Stock are prohibited from converting shares of Series B-1 Convertible Preferred Stock into shares of Common Stock if, as a result
of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99 % (the "Maximum Percentage")
of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

 Voting Rights: The holders
of the Series B-1 Convertible Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate
series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such
holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided
in the Series B-1 Certificate of Designations and where required by the DGCL.

 Conversion of Series B-1 Convertible Preferred
Stock

 For the year ended December 31, 2024, 3,311 Series
B-1 Preferred Stock have been converted into 3,174 shares of the Company's common stock. The 1,768 shares of Series B-1 Convertible
Preferred Stock were converted per the certificate of designation, under an alternate conversion method, inclusive of the additional 50 %
premium of the conversion amount, due to the previously disclosed default on the LS Biotech Eight, LLC lease. The Company also waived
the floor price and issued common shares below the floor price.

 Issuance of Series B-2 Convertible Preferred
Stock:

 On December 29, 2023, the Company entered into
an Exchange Agreement (the "Note Exchange Agreement") with the Noteholder, pursuant to which the Noteholder agreed, subject
to the terms and conditions set forth therein, to exchange the Note, including all accrued but unpaid interest thereon, for an aggregate
of 2,625 shares of a new series of convertible preferred stock of the Company, designated as Series B-2 Convertible Preferred
Stock, $ 0.001 par value (the "Series B-2 Convertible Preferred Stock"). See Series B-2 Convertible Preferred Stock certificate
of designation incorporated by reference to this document.

 F- 48

 The following is only a summary of the Series
B-2 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series B-2 Certificate of Designations.

 Designation, Amount, and Par Value: The number
of Series B-2 Convertible Preferred Stock designated is 2,625 shares. The shares of Series B-2 Convertible Preferred Stock have
a par value of $ 0.001 per share and a stated value of $ 1,000 per share.

 Conversion Price: The Series B-2 Convertible Preferred
Stock will be convertible into shares of Common Stock at an initial conversion price of $ 47,100.00 (subject to adjustment pursuant
to the Series B-2 Certificate of Designations) (the "Conversion Price"). The Series B-2 Certificate of Designations also provides
that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder's
Series B-2 Convertible Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as
defined below) and (ii) the quotient of (x) the 125 % redemption premium multiplied by (y) the amount of Series B-2 Convertible Preferred
Stock subject to such conversion. "Triggering Events" include, among others, (i) a suspension of trading or the failure to
be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required,
(iii) the Company's default in payment of indebtedness in an aggregate amount of $ 500,000 or more(the Company is currently
in default for payments greater than $ 500,000), (iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are
not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for
the payment of money in excess of $500,000. "Alternate Conversion Price" means the lowest of (i) the applicable conversion
price the in effect, (ii) the greater of (x) $ 9,420.00 (the "Floor Price") and (y) 80 % of the lowest volume weighted
average price ("VWAP") of the Common Stock during the five consecutive trading day period ending and including the trading
day immediately preceding the delivery of the applicable conversion notice. Further, the Series B-2 Certificate of Designations provides
that if on any of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series B-2 Certificate
of Designations) and the Applicable Date (as defined in the Series B-2 Certificate of Designations), the conversion price then in effect
is greater than the market price then in effect (the "Adjustment Price"), on such date then the conversion price shall automatically
lower to the Adjustment Price.

 Dividends: Holders of the Series B-2 Convertible
Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which
Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof,
in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred
Share.

 Liquidation: In the event of a Liquidation Event
(as defined in the Series B-2 Certificate of Designations), the holders the Series B-2 Convertible Preferred Stock shall be entitled to
receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock
of the Company, equal to the greater of (A) 125 % of the Conversion Amount (as defined in the Series B-2 Certificate of Designation)
on the date of such payment and (B) the amount per share such holder of Series B-2 Convertible Preferred Stock would receive if they converted
such share of Series B-2 Convertible Preferred Stock into Common Stock immediately prior to the date of such payment.

 Company Redemption: The Company may redeem all,
or any portion, of the Series B-2 Convertible Preferred Stock for cash, at a price per share of Series B-2 Convertible Preferred Stock
equal to 115 % of the greater of (i) the Conversion Amount (as defined in the Series B-2 Certificate of Designations) being redeemed
as of the Company Optional Redemption Date (as defined in the Series B-2 Certificate of Designations) and (ii) the product of (1) the
Conversion Rate (as defined in the Series B-2 Certificate of Designations) with respect to the Conversion Amount being redeemed as of
the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Series B-2 Certificate of Designations)
of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption
Notice Date (as defined in the Series B-2 Certificate of Designations) and ending on the Trading Day immediately prior to the date the
Company makes the entire payment required to be made under the Certification of Designation.

 Maximum Percentage: Holders of Series B-2 Convertible
Preferred Stock are prohibited from converting shares of Series B-2 Convertible Preferred Stock into shares of Common Stock if, as a result
of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99 % (the "Maximum Percentage")
of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

 F- 49

 Voting Rights: The holders of the Series B-2 Convertible
Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together
with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose
nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Series B-2
Certificate of Designations and where required by the DGCL.

 Conversion of Series B-2 Convertible Preferred
Stock

 For the year ended December 31, 2024, zero Series
B-1 Preferred Stock have been converted into zero shares of the Company's common stock.

 Series C Preferred Stock

 On July 11, 2023, the Company filed a certificate
of designation (the "Certificate of Designation") with the Secretary of State of Delaware, effective as of the time of filing,
designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides
that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company's
common stock as a single class exclusively with respect to any proposal to amend the Company's Amended and Restated Certificate
of Incorporation to effect a reverse stock split of the Company's common stock. The Preferred Stock will be voted, without action
by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting
rights except as otherwise required by the General Corporation Law of the State of Delaware.

 The Preferred Stock is not convertible into, or
exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with
respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale,
dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled
to receive dividends of any kind.

 The outstanding share of Preferred Stock shall
be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion
or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split.
Upon such redemption, the holder of the Preferred Stock will receive consideration of $ 1,000 in cash. As of December 31, 2023, the
share has been redeemed and the consideration has been paid.

 On July 11, 2023, the Company entered into a Subscription
and Investment Representation Agreement (the "Subscription Agreement") with Amro Albanna, its Chief Executive Officer, who
is an accredited investor (the "Purchaser"), pursuant to which the Company agreed to issue and sell one (1) share
of the Company's Series C Preferred Stock, par value $ 0.001 per share (the "Preferred Stock"), to the Purchaser
for $ 1,000 in cash. The sale closed on July 11, 2023. The Subscription Agreement contains customary representations and warranties
and certain indemnification rights and obligations of the parties. See Series C Preferred Stock certificate of designation incorporated
by reference to this document. On August 17, 2023, the share was redeemed.

 Series C-1 Convertible Preferred Stock Certificate
of Designation

 On May 2, 2024, the Company filed a Certificate
of Designation for its Series C-1 Convertible Preferred Stock with the Secretary of State of Delaware (the "Series C-1 Certificate
of Designations"). The following is only a summary of the Series C-1 Certificate of Designations, and is qualified in its entirety
by reference to the full text of the Series C-1 Certificate of Designations.

 Designation, Amount, and Par Value. The number
of Series C-1 Convertible Preferred Stock designated is 10,853 shares. The shares of Series C-1 Convertible Preferred Stock
have a par value of $ 0.001 per share and a stated value of $ 1,000 per share.

 F- 50

 Conversion Price: The Series C-1 Convertible Preferred
Stock will be convertible into shares of Common Stock at an initial conversion price of $ 25,950.00 (subject to adjustment pursuant
to the Series C-1 Certificate of Designations) (the "Series C-1 Conversion Price"). The Series C-1 Certificate of Designations
also provides that in the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such
holder's Series C-1 Convertible Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion
Price (as defined below) and (ii) the quotient of (x) the 25 % redemption premium multiplied by (y) the amount of Series C-1 Convertible
Preferred Stock subject to such conversion. "Triggering Events" include, among others, (i) a suspension of trading or the
failure to be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends
when required, (iii) the Company's default in payment of indebtedness in an aggregate amount of $ 500,000 or more, (iv) proceedings
for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy
proceeding, and (viii) final judgments against the Company for the payment of money in excess of $ 500,000. "Alternate Conversion
Price" means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $ 25,950.00 (the "Floor
Price") and (y) 80 % of the volume weighted average price ("VWAP") of the Common Stock on the trading day immediately
preceding the delivery of the applicable conversion notice. Further, the Series C-1 Certificate of Designations provides that if on any
of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series C-1 Certificate of Designations)
and the Applicable Date (as defined in the Series C-1 Certificate of Designations), the conversion price then in effect is greater than
the market price then in effect (the "Adjustment Price"), on such date then the conversion price shall automatically lower
to the Adjustment Price.

 Dividends: Holders of the Series C-1 Convertible
Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which
Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof,
in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred
Share.

 Liquidation: In the event of a Liquidation Event
(as defined in the Series C-1 Certificate of Designation), the holders the Series C-1 Convertible Preferred Stock shall be entitled to
receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock
of the Company, equal to the greater of (A) 125 % of the Conversion Amount (as defined in the Series C-1 Certificate of Designation)
on the date of such payment and (B) the amount per share such holder of Series C-1 Convertible Preferred Stock would receive if they converted
such share of Series C-1 Convertible Preferred Stock into Common Stock immediately prior to the date of such payment

 Company Redemption: The Company may redeem all,
or any portion, of the Series C-1 Convertible Preferred Stock for cash, at a price per share of Series C-1 Convertible Preferred Stock
equal to 115 % of the greater of (i) the Conversion Amount (as defined in the Series C-1 Certificate of Designations) being redeemed
as of the Company Optional Redemption Date (as defined in the Series C-1 Certificate of Designation) and (ii) the product of (1) the Conversion
Rate (as defined in the Series C-1 Certificate of Designation) with respect to the Conversion Amount being redeemed as of the Company
Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Certificate of Designation) of the Common
Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as
defined in the Certificate of Designation) and ending on the Trading Day immediately prior to the date the Company makes the entire payment
required to be made under the Certification of Designation.

 Maximum Percentage: Holders of Series C-1 Convertible
Preferred Stock are prohibited from converting shares of Series C-1 Convertible Preferred Stock into shares of Common Stock if, as a result
of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99 % (the "Maximum Percentage")
of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

 Voting Rights. The holders of the Series C-1 Convertible
Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together
with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose
nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Certificate
of Designations and where required by the General Corporation Law of the State of Delaware (the "DGCL").

 See Note 7 for additional disclosure regarding
the 2024 Letter Agreement. See Note 12 for redemptions.

 F- 51

 Series C-1 Convertible Preferred Stock Redemptions

 For the year ended December 31, 2024, the Company
redeemed approximately 2,480 shares of Series C-1 Convertible Preferred Stock for $ 2,851,839. As of December 31, 2024 the Company recorded
a mandatorily redeemable preferred stock payable of $ 1,354,774, representing 1,178 Series C-1 Convertible Preferred Stock.

 Exchange Agreement

 On August 7, 2024, the Company entered into a
Securities Exchange Agreement with the an investor (the "August Exchange Agreement"), pursuant to which the Company agreed
to exchange certain pre-funded warrants, common stock, and $ 667,000 in liquidated damages (Note 9) for: (i) an aggregate of 6,667 shares
of the Company's Series C-1 Convertible Preferred Stock, par value $ 0.001 per share and (ii) warrants to purchase 257 shares
of the Company's Common Stock at an exercise price of $ 14,900.00 per share for a term of five years (the "August
Warrants"). See Note 7 for additional disclosure regarding the 2024 Letter Agreement.

 Series D-1 Preferred Stock Certificate of Designation

 On May 2, 2024, the Company filed a Certificate
of Designation for its Series D-1 Preferred Stock with the Secretary of State of Delaware (the "Series D-1 Certificate of Designations").
The following is only a summary of the Series D-1 Certificate of Designations, and is qualified in its entirety by reference to the full
text of the Series D-1 Certificate of Designations.

 The Series D-1 Certificate of Designations provides
that the share of Preferred Stock will have 418,600,000 votes and will vote together with the outstanding shares of the Company's
Common Stock as a single class exclusively with respect to any proposal to amend the Company's Amended and Restated Certificate
of Incorporation to increase the number of shares of Common Stock that the Company is authorized to issue. The Series D-1Preferred Stock
will be voted, without action by the holder, on any such proposal in the same proportion as shares of the Company's Common Stock
are voted. The Series D-1 Preferred Stock otherwise has no voting rights except as otherwise required by the DGCL.

 The Series D-1 Preferred Stock is not convertible
into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series D-1 Preferred Stock
has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger,
acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holders of Series D-1 Preferred
Stock will not be entitled to receive dividends of any kind.

 The outstanding share of Series D-1 Preferred
Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole
discretion or (ii) automatically upon the effectiveness of the amendment to increase the number of shares of Common Stock that the Company
is authorized to issue. Upon such redemption, the holder of the Preferred Stock will receive consideration of $ 0.01 per share in
cash.

 Series D-1 Convertible Preferred Stock Redemptions

 For the year ended December 31, 2024, the Company
redeemed 4,186 shares of Series D-1 Convertible Preferred Stock for $ 42.

 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 to 2,500,000 shares 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.

 F- 52

 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 Company's stockholders at the 2024 annual meeting
of stockholders, increasing the shares of common stock issuable under the plan by 12,500. A total of 14,000 shares of common
stock, par value $ 0.001 per 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 Company's stockholders at the 2021 annual meeting of stockholders, held on May 19, 2021.

 During the years ended December 31, 2024 and 2023,
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

 Price

 Remaining
 Life

 Outstanding December 31, 2023

 $
 44,395,124.59

 9.74

 -

 -

 -

 Exercised

 -

 -

 -

 Expired or forfeited

 -

 -

 -

 Outstanding December 31, 2024

 $
 44,395,124.59

 8.65

 Nonvested Stock Options

 Weighted-
 Price

 Nonvested on December 31, 2023

 -

 $
 -

 -

 -

 Vested

 -

 -

 Forfeited

 -

 -

 Nonvested on December 31, 2024

 -

 $
 -

 As of December 31, 2024 there were 60 exercisable
options; these options had a weighted average exercise price $ 44,395,124.59.

 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 of 15,000,000 shares of Pearsanta common stock, par value $ 0.001 per
share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta 2023 Plan. The Pearsanta Parent 2023 Plan consists
of a total of 9,320,000 shares of Pearsanta common stock, par value $ 0.001 per 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.

 F- 53

 During the years ended December 31, 2024 and 2023,
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

 Price

 Remaining
 Life

 Outstanding December 31, 2023

 222,000

 $
 1.20

 9.97

 3,651

 0.60

 2.33

 Exercised

 -

 -

 -

 Expired or forfeited

 ( 44,434
)

 1.20

 -

 Rounding in connection with Reverse Split

 -

 -

 Outstanding December 31, 2024

 181,227

 $
 1.19

 8.84

 Nonvested Stock Options

 Weighted-
 Price

 Nonvested on December 31, 2023

 66,667

 $
 1.20

 3,651

 0.60

 Vested

 ( 25,884
)

 1.12

 Forfeited

 ( 44,434
)

 1.20

 Nonvested on December 31, 2024

 -

 $
 -

 As of December 31, 2024, there were 181,226 exercisable
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 $ 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. The remaining value to be expensed is $ 0 as
of December 31, 2024. The weighted average vesting term is 0 years as of December 31, 2024.

 The Company recognized stock-based compensation
expense related to all options granted and vesting expense of $ 589,014 during the year ended December 31, 2023, of which $385,640 is included
in general and administrative expenses and $ 203,374 is included in research and development expenses in the accompanying statements of
operations.

 Warrants

 For the year ended December 31, 2024, the fair
value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows:

 Exercise price

 $
 52,300

 Expected dividend yield

 %

 Risk free interest rate

 3.97
 %

 Expected life in years

 5.0

 Expected volatility

 %

 F- 54

 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 Company's common stock has enough market history to use historical volatility.

 The dividend yield assumption for warrants granted
is based on the Company's 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

 Price

 Remaining
 Life

 Outstanding December 31, 2023

 $
 141,100.00

 2.73

 2,617

 5,133.60

 4.36

 Exercised

 ( 182
)

 6,749.70

 -

 Expired or forfeited

 ( 301
)

 18,459.27

 -

 Outstanding December 31, 2024

 2,680

 $
 659,707.35

 4.51

 Nonvested Warrants

 Weighted-
 Price

 Nonvested on December 31, 2023

 -

 $
 -

 2,617

 5,133.60

 Vested

 ( 2,617
)

 5,133.60

 Forfeited

 -

 -

 Nonvested on December 31, 2024

 -

 $
 -

 Warrant Reprice

 For the year ended December 31, 2024, the Company entered into an amendment
to common stock purchase warrants (the "Warrant Amendment") with the holder (the "Repriced Holder") of certain
of the Company's warrants originally issued in August Exchange Agreement, July 2024 Senior Notes, May PIPE Placement Agent Warrants,
December 2023, April 2023, September 2022, December 2021, August 2021, and September 2020 (collectively, the "Repriced Outstanding
Warrants"), pursuant to which the Company and the Repriced Holder agreed to amend each of the Repriced Outstanding Warrants to lower
the exercise price of the Outstanding Warrants to $8,120.00 per share. A total of 824 warrants were repriced. The reprice of the
warrants also resulted in the issuance of 1,766 new warrants as part of the reprice provisions. In connection with the warrant reprices
there was a modification to the warrants resulting in a deemed dividend amount of $ 5,902,874 and an interest expense of $ 376,901 for the
warrants that were modified with the issuance of a note payable.

 F- 55

 The August Exchange Agreement warrants have a
floor price of $ 5,190.00 and were repriced to $ 5,190.00. 480 new warrants as part of the reprice provisions.

 The July 2024 Senior Notes warrants have a floor
price of $ 2,950.00 and were repriced to $ 2,950.00. 1,244 new warrants as part of the reprice provisions.

 The May PIPE Placement Agent Warrants have a floor
price of $ 5,190.00 and were repriced to $ 5,190.00. 43 new warrants as part of the reprice provisions.

 For the year ended December 31, 2024, the fair
value of each warrant modified was estimated using the assumption and/or factors in the Black-Scholes Model as follows:

 Exercise price

 $ 3,000.00 - 46,000.00

 Expected dividend yield

 %

 Risk free interest rate

 3.66 - 4.62
 %

 Expected life in years

 1.15 - 4.98

 Expected volatility

 202 - 166
 %

 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 Company's common stock has enough market history to use historical volatility.

 The dividend yield assumption for warrants granted is based on the
Company's 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.

 Restricted Stock Units

 A summary of Restricted Stock Units ("RSUs")
issuances are as follows:

 Nonvested RSUs

 Price

 Nonvested December 31, 2023

 -

 $
 -

 19,250.00

 Vested

 ( 1
)

 19,250.00

 Forfeited

 -

 -

 Nonvested December 31, 2024

 -

 $
 -

 The Company recognized stock-based compensation
expense related to RSUs granted and vesting expense of $ 153 and $ 308,479 during the year ended December 31, 2024 and December
31, 2023, respectively. The $ 153 is included in general and administrative, in the accompanying Statements of Operations. The
remaining value to be expensed is $ 0 with a weighted average vesting term of 0 years as of December 31, 2024.

 During the year ended December 31, 2024, the Company
granted a total of 1 RSUs. During the year ended December 31, 2024, 1 RSUs vested and the Company issued 1 shares
of common stock for the 1 vested RSUs. During the year ended December 31, 2023, 1 RSUs vested and the Company issued 1 shares
of common stock for the 1 vested RSUs.

 F- 56

 NOTE 11 – INCOME TAXES

 For the years ended December 31, 2024 and
2023, 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 Company's losses before income taxes consist solely of losses from domestic operations.

 A reconciliation of income tax expense (benefit)
computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows:

 2024

 2023

 Income taxes at U.S. statutory rate

 %

 %

 State income taxes

 1.1

 0.8

 Tax Credits

 0.3

 0.5

 Permanent Differences/Others

 1.3

 ( 1.9
)

 Change in valuation allowance

 ( 23.7
)

 ( 20.5
)

 Total provision for income taxes

 %

 %

 Deferred taxes are recognized for temporary differences
between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company's
deferred tax assets and liabilities as of December 31, 2024 and 2023 are comprised of the following:

 Years Ended December 31,

 2024

 2023

 Deferred tax assets

 Net operating loss carryforwards

 $
 24,721,951

 $
 18,555,428

 Tax credits carryforwards

 752,472

 796,320

 Stock-based compensation

 1,584,379

 1,580,038

 Lease liability

 270,506

 486,473

 Section 174 Capitalization

 4,158,082

 2,207,611

 Loss on impairment of debt

 3,319,905

 3,326,129

 Other

 150,464

 92,704

 Total deferred tax assets

 34,957,759

 27,044,703

 Valuation allowance

 ( 34,559,893
)

 ( 26,414,533
)

 Net deferred tax assets

 397,866

 630,170

 Deferred tax liabilities

 Right of use assets

 ( 250,710
)

 ( 486,473
)

 Fixed assets

 ( 147,156
)

 ( 143,697
)

 Total deferred tax liabilities

 ( 397,866
)

 ( 630,170
)

 Net deferred taxes

 $
 —

 $
 —

 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 Company's 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 December 31, 2024 and 2023, respectively. The Company reevaluates the positive and negative
evidence at each reporting period. The Company's valuation allowance increased during 2024 by approximately $ 8.1 million
primarily due to the generation of net operating loss and tax credit carryforwards and the capitalization of research and experimental
expenditures. The Company's valuation allowance increased during 2023 by approximately $ 6.2 million primarily due to the generation
of net operating loss and tax credit carryforwards and the capitalization of research and experimental expenditures.

 F- 57

 As of December 31, 2024 and 2023, the Company
had U.S. federal net operating loss carryforwards of $ 99.9 million and $ 75.2 million,
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 or 80 % of a corporation's taxable income (subject to Section 382 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 corporation's net operating loss carryover or 100 % of
a corporation's taxable income and be available for twenty years from the period the loss was generated. The Company has
federal net operating losses generated following 2017 of $ 99.8 million, which do not
expire. The federal net operating losses generated prior to 2018 of $ 0.1 million 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 the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year
taxable income without the 80 % 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.

 As of December 31, 2024 and 2023, the Company
also had U.S. state net operating loss carryforwards (post-apportioned) of $ 31.0 million
and $ 28.2 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through
2042.

 As of December 31, 2024, the Company had
$ 0.1 million federal tax credit carryforwards available to reduce future tax liabilities
which expire at various dates through 2042. As of December 31, 2023, the Company had $ 0.1 federal
tax credit carryforwards. As of December 31, 2024 and 2023, the Company had state research and development tax credit carryforwards
of approximately $ 0.4 million and $ 0.4 million, 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 Section 382
and Section 383 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 Company's 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 December 31, 2024 and 2023, 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.

 F- 58

 NOTE 12 – SUBSEQUENT EVENTS

 The Company has evaluated all significant events or transactions that occurred through March 31, 2025, the date these consolidated financial
statements were available to be issued.

 2025 Special Meeting

 On February 28, 2025, Aditxt held a special meeting
of stockholders (the "Special Meeting") for the purpose of holding a stockholder vote on the proposals set forth below. An
aggregate of 27,279,927 shares of the Company's Common Stock or 34.57 % of the voting authority, constituting a quorum, were represented
virtually, in person, or by valid proxies at the Special Meeting.

 At the Special Meeting, the Company's stockholders
(i) granted discretionary authority to the Company's board of directors to (a) amend the Company's certificate of incorporation
to combine outstanding shares of the Company's 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 the Company's board of directors in its sole discretion; and (b) effect the reverse stock split,
if at all, within one year of the date the proposal is approved by stockholders (Proposal 4); and (ii) authorized the Company to adjourn
the Special Meeting if necessary or appropriate (Proposal 5).

 The Special Meeting was adjourned to March 17,
2025 at 12:00 PM ET with respect to the following proposals: (i) to approve, 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
(Proposal 1); (ii) to approve, 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
(Proposal 2); and (iii) to approve, 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 (Proposal 3).

 The Special Meeting was further adjourned to April
17, 2025 at 12:00 PM ET with respect to the following proposals: (i) to approve, 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 (Proposal 1); (ii) to approve, 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 (Proposal 2); and (iii) to approve, 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 (Proposal 3).

 The adjourned Special Meeting will be held via
live webcast at www.virtualshareholdermeeting.com/ADTX2025SM. The purpose of the adjournment is to allow additional time for the Company's
stockholders to vote on Proposals 1, 2, and 3.

 Nasdaq Notification Letter

 On March 7, 2025, the Company was notified by
the Listing Qualifications Staff (the "Staff") of Nasdaq that it has determined that as of March 6, 2025, the Company's
securities had a closing bid price of $ 0.10 or less for ten consecutive trading days. As a result, the Company is subject to the provisions
contemplated under Listing Rule 5810(c)(3)A)(iii) and the Staff has determined to delist the Company's securities from The Nasdaq
Capital Market. The Company submitted an appeal to Nasdaq on March 14, 2025, which stayed the delisting and suspension of the Company's
securities pending the decision of the Nasdaq Hearings Panel (the "Panel"). Hearings are typically scheduled to occur approximately
30-45 days after the date of the hearing request. At the hearing, the Company intends to present its views and its plans to regain compliance
with the minimum bid price rules to the Panel. There can be no assurance that the Company will be able to evidence compliance with the
minimum bid price rules or any other applicable requirements for continued listing on The Nasdaq Capital Market prior to the hearing.
It is the Company's understanding that the Panel typically issues its decision within 30 days after the hearing. If the Company
is delisted, this will have an impact on the Evofem transaction.

 F- 59

 Aldevron Settlement

 On March 5, 2025, the Company entered into the
Aldevron Settlement Agreement (the "Aldevron Settlement Agreement") with Aldevron, LLC to resolve certain disputes arising
from previously issued invoices under existing services agreements. Pursuant to the Aldevron Settlement Agreement, the Company paid $ 1
million and will issue a Promissory Note (the "Aldevron Promissory Note") in the principal amount of $ 824,371.06 (the "Aldevron
Principal Amount"). The Aldevron Principal Amount will not bear interest unless it is not repaid in full by its maturity date on
May 16, 2025, in which case interest will accrue at a rate of one and one-half percent ( 1.5 %) per annum.

 Aditxt Reverse Split

 At the Special Meeting, the stockholders approved
a proposal to amend the Company's certificate of incorporation to effect a reverse split of the Company's 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 Company's board of directors in its sole discretion.

 Following the Special Meeting, the board of directors
approved a one-for-two hundred fifty (1:for:250) reverse split of the Company's issued and outstanding shares of common stock (the
"March Reverse Stock Split"). On March 12, 2025, 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 Reverse
Stock Split. The March Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on March 14, 2025, and the Company's common
stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened on March 17, 2025. The March Reverse Stock Split is
primarily intended to bring the Company into compliance with Nasdaq's minimum bid price requirement.

 When the March Reverse Stock Split became effective,
every 250 shares of the Company's issued and outstanding common stock were automatically combined, converted and changed into 1
share of the Company's 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 Company's equity incentive compensation plans. Any fraction of a share of common stock created as a result of the March Reverse
Stock Split was rounded up to the next whole share. Holders of the Company's 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 Reverse Stock Split. Stockholders of record received
information from the Company's transfer agent regarding their common stock ownership post- the March Reverse Stock Split.

 The Company's 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
(007025802).

 F- 60

 ELOC Activity

 For the period beginning January 1, 2025 through the date of this report,
the Company sold 853,854 shares at an average price of $ 18.99 per share under the ELOC. The sale of Shares generated net proceeds of approximately
$ 16,216,503 after paying fees and expenses. In January 2025, the Company issued a total of 46,157 shares to the ELOC Investor in connection
with $ 2.25 mm in commitment fees as defined in the ELOC Purchase Agreement.

 At the Market Activity

 For the period beginning January 1, 2025 through
the date of this report, the Company sold 177,879 shares at an average price of $ 25.76 per share under the ATM. The sale of Shares generated
net proceeds of approximately $ 4,582,262 after paying fees and expenses.

 Series C-1 Convertible Preferred Stock Redemptions

 For the period beginning January 1, 2025 through
the date of this report, the Company redeemed approximately 6,110 shares of Series C-1 Convertible Preferred Stock for $ 7,027,070. As
of the date of this report, the Company has an outstanding redemption payable of 2,263 shares Series C-1 Convertible Preferred Stock of
$ 2,602,045.

 Related Party Unsecured Promissory Note
Activity

 On January 9, 2025 the Company paid off Shahrokh
Shabahang's outstanding balance of the February 29th Note, consisting of $ 40,000 in principal and $ 787 in interest.

 On January 9, 2025 the Company paid off Amro Albanna's
outstanding balance of the February 15th Note, consisting of $ 75,000 in principal and $ 127 in interest.

 Unsecured Promissory Note Activity

 On January 8, 2025, the Company paid off an unsecured
promissory note, consisting of $ 5,341 in principal and $150 in interest.

 On January 9, 2025, the Company paid off an unsecured
promissory note, consisting of $ 34,227 in principal and $60 in interest.

 On January 22,2025, the Company paid off the Sixth
Borough Upsize Note, consisting of $75,000 in principal and $197 in interest.

 On February 18, 2025, the Company paid off the
2024 September Note, consisting of $923,077 in principal and $0 in interest.

 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,
and (ii) a payment by Adivir to Appili in the amount of $ 125,000 not later than February 14, 2025, 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 March 31, 2025 in consideration of (i) a payment by Adivir to Appili
in the amount of $ 125,000 on or before February 28, 2025, and (ii) a payment by Adivir to Appili in the amount of $ 125,000 not later
than March 14, 2025, to the extent the Arrangement Agreement has not been completed prior to that time.

 Acquisition
of Patents

 On
March 21, 2025, Pearsanta acquired certain patents related to the detection of DNA adducts for detection of changes to the DNA that may
lead to potentially disease-causing mutations, in consideration of 200 shares of Pearsanta Series B Preferred Stock.

 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 Company's
option, senior subordinated notes of Evofem, and (iii) the End Date shall be extended to September 30, 2025.

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 "), 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 ").

 Pursuant
to the Certificate of Designation of Preferences, Rights and Limitations of the Pearsanta Preferred Stock, the Pearsanta 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.

 Subsequent
Events – unaudited

 Nasdaq
Equity Compliance

 As of the date of filing, on an unaudited basis, the
Company has equity of approximately $ 10 million, which exceeds the Nasdaq continued listing requirement.

 2024-06-30

 2025-03-28

 us-gaap: RelatedPartyMember

 us-gaap: RelatedPartyMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: ResearchAndDevelopmentExpenseMember

 us-gaap: ResearchAndDevelopmentExpenseMember

 us-gaap: SellingAndMarketingExpenseMember

 us-gaap: SellingAndMarketingExpenseMember

 adtx: PreferredA1SharesMember

 adtx: PreferredB1SharesParMember

 adtx: PreferredB2SharesMember

 adtx: PreferredD1SharesParMember

 us-gaap: NoncontrollingInterestMember

 adtx: PreferredB1SharesParMember

 adtx: PreferredD1SharesParMember

 adtx: PreferredC1SharesOneMember

 adtx: PreferredB1SharesMember

 adtx: PreferredD1SharesMember

 adtx: RedeemablePreferredC1Member

 us-gaap: ParentMember

 adtx: PreferredA1SharesMember

 us-gaap: NoncontrollingInterestMember

 adtx: PreferredA1SharesMember

 adtx: PreferredB1SharesMember

 adtx: PreferredB1SharesParMember

 adtx: PreferredB2SharesMember

 us-gaap: NoncontrollingInterestMember

 adtx: PreferredC1SharesOneMember

 adtx: RedeemablePreferredC1Member

 us-gaap: ParentMember

 adtx: PreferredSharesParMember

 adtx: PreferredA1SharesOutstandingMember

 adtx: PreferredBSharesOutstandingMember

 adtx: PreferredBSharesParMember

 adtx: PreferredB2SharesOutstandingMember

 adtx: PreferredCSharesOutstandingMember

 adtx: PreferredCSharesParMember

 adtx: PreferredSharesParMember

 adtx: PreferredBSharesParMember

 adtx: PreferredB2SharesOutstandingMember

 adtx: PreferredCSharesOutstandingMember

 us-gaap: NoncontrollingInterestMember

 adtx: PreferredA1SharesOutstandingMember

 adtx: PreferredCSharesParMember

 adtx: PreferredA1SharesOutstandingMember

 adtx: PreferredBSharesOutstandingMember

 adtx: PreferredBSharesParMember

 adtx: PreferredB2SharesOutstandingMember

 2024-10-01

 adtx: TwoThousandTwentyThreeReverseSplitMember

 adtx: TwoThousandTwentyFourReverseSplitMember

 adtx: TwoThousandTwentyFivePearsantaReverseSplitMember

 adtx: AprilPurchaseAgreementMember

 adtx: OctoberTwoThousandTwentyOneOfferingMember

 2021-10-18
 2021-10-18

 adtx: OctoberTwoThousandTwentyOneOfferingMember

 2021-10-18

 adtx: OctoberTwoThousandTwentyOneOfferingMember

 2021-10-20
 2021-10-20

 adtx: OctoberTwoThousandTwentyOneOfferingMember

 2021-10-31
 2021-10-31

 adtx: DecemberTwoThousandTwentyOneOfferingMember

 2021-12-06
 2021-12-06

 adtx: DecemberTwoThousandTwentyOneOfferingMember

 2021-12-06

 adtx: DecemberTwoThousandTwentyOneOfferingMember

 2021-12-06

 adtx: SeptemberTwoThousandTwentyTwoOfferingMember

 2022-09-20
 2022-09-20

 adtx: SeptemberTwoThousandTwentyTwoOfferingMember

 2022-09-20

 adtx: SeptemberTwoThousandTwentyTwoOfferingMember

 2022-09-20

 adtx: CommonWarrantMember

 adtx: August2023PrivatePlacementMember

 adtx: PurchaseAgreementsMember

 adtx: CommonWarrantMember

 adtx: MayTwoThousandTwentyFourPrivatePlacementMember

 adtx: RegisteredDirectSharesMember

 adtx: RegisteredDirectPreFundedWarrantSharesMember

 2024-10-03

 us-gaap: BilledRevenuesMember

 us-gaap: UnbilledRevenuesMember

 us-gaap: BilledRevenuesMember

 us-gaap: UnbilledRevenuesMember

 adtx: SeriesF1ConvertiblePreferredStockMember

 adtx: SeriesF1ConvertiblePreferredStockMember

 adtx: NonControllingInterestInSubsidiaryMember

 adtx: PearsantaIncMember

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: PropertyPlantAndEquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: EquipmentMember

 us-gaap: EquipmentMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 adtx: OtherFixedAssetsMember

 adtx: OtherFixedAssetsMember

 us-gaap: LandImprovementsMember

 adtx: OptionsMember

 adtx: OptionsMember

 us-gaap: AssetPledgedAsCollateralMember

 us-gaap: AssetPledgedAsCollateralMember

 2020-10-01
 2020-10-31

 2020-10-31

 2021-01-01
 2021-01-31

 2021-01-31

 2021-03-01
 2021-03-31

 2021-03-31

 us-gaap: ComputerEquipmentMember

 adtx: LabEquipmentMember

 us-gaap: FurnitureAndFixturesMember

 adtx: OtherFixedAssetsMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: ComputerEquipmentMember

 adtx: LabEquipmentMember

 us-gaap: FurnitureAndFixturesMember

 adtx: OtherFixedAssetsMember

 us-gaap: LeaseholdImprovementsMember

 adtx: ProprietaryTechnologyMember

 us-gaap: IntellectualPropertyMember

 adtx: ProprietaryTechnologyMember

 us-gaap: IntellectualPropertyMember

 adtx: NovemberNoteMember

 2023-11-30

 adtx: NovemberNoteMember

 2023-11-30

 adtx: FirstDecemberNoteMember

 2023-12-06

 adtx: FirstDecemberNoteMember

 2023-12-06

 adtx: SecondDecemberNoteMember

 2023-12-20

 adtx: SecondDecemberNoteMember

 2023-12-20

 adtx: February7thNoteMember

 2024-02-07

 adtx: February7thNoteMember

 2024-02-07

 adtx: February15thNoteMember

 2024-02-15

 adtx: February15thNoteMember

 adtx: February15thNoteMember

 2024-02-29

 adtx: ChiefInnovationOfficerMember

 2024-02-29

 2024-02-29

 adtx: February29thNotesOneMember

 adtx: OctoberLoanAgreementMember

 adtx: OctoberLoanAgreementMember

 adtx: RepaidWithinThirtyDaysMember

 adtx: RepaidWithinSixtyDaysMember

 adtx: RepaidWithin9NinetyDaysMember

 adtx: SecondNovemberNoteMember

 2023-11-24

 adtx: SecondNovemberNoteMember

 2023-11-24
 2023-11-24

 adtx: JanuaryLoanMember

 2024-03-07

 2024-03-07
 2024-03-07

 2024-05-09

 2024-05-09

 2024-05-09
 2024-05-09

 2024-06-20

 2024-06-20

 2024-06-20
 2024-06-20

 adtx: SecondMaySeniorNotesMember

 adtx: MaySeniorNotesMember

 adtx: SecondMaySeniorNotesMember

 adtx: LetterAgreementMember

 adtx: SeriesC1Member

 adtx: SecondMaySeniorNotesMember

 2024-10-09

 adtx: LetterAgreementMember

 adtx: JanuaryNoteMember

 adtx: JanuaryNoteMember

 adtx: JanuaryNoteMember

 adtx: FebruaryNoteMember

 2024-02-28

 adtx: MarchNoteMember

 2024-03-05

 adtx: JuneNoteMember

 2024-06-25

 adtx: SeptemberNoteMember

 2024-09-08

 adtx: FebruaryNoteMember

 adtx: FebruaryNoteMember

 2024-01-02
 2024-01-02

 adtx: September2024SecuredNotesMember

 adtx: SeptemberTwoThousandTwentyFourSecuredNoteMember

 adtx: SeriesE1PreferredStockMember

 adtx: January2024SecuredNotesMember

 adtx: January2024SecuredNotesMember

 adtx: September2024SecuredNotesMember

 adtx: SecondTrancheNoteMember

 adtx: SecondTrancheNoteMember

 adtx: JanuaryBusinessLoanMember

 adtx: NovemberBusinessLoanMember

 2024-02-26
 2024-02-26

 2024-04-15
 2024-04-15

 adtx: September2024NoteHolderMember

 2024-09-17
 2024-09-17

 adtx: September2024NoteHolderMember

 2024-09-17

 adtx: September2024NoteHolderMember

 stpr: CA

 stpr: VA

 stpr: VA

 stpr: NY

 2024-03-01
 2024-03-06

 2024-05-01
 2024-05-10

 2024-05-10

 2024-05-11
 2024-05-17

 adtx: LSBiotechEightLLCMember

 adtx: LomaLindaUniversityMember

 2020-07-31
 2020-07-31

 2022-06-30
 2022-06-30

 srt: ScenarioForecastMember

 2026-09-30
 2026-09-30

 srt: ScenarioForecastMember

 2027-09-30
 2027-09-30

 2023-09-01
 2023-09-30

 2023-09-30

 2018-01-01
 2018-12-31

 2019-03-01
 2019-03-31

 us-gaap: LicenseAgreementTermsMember

 2020-02-03

 adtx: February2020LicenseAgreementMember

 adtx: TwoThousandTwentyOneThroughTwoThousandTwentyFourMember

 adtx: TwoThousandTwentyFiveMember

 2022-03-31

 2020-06-30
 2020-06-30

 adtx: MDNALifesciencesIncMember

 adtx: MDNALifesciencesIncMember

 adtx: MDNALifesciencesIncMember

 adtx: MDNALifesciencesIncMember

 us-gaap: EmployeeStockOptionMember

 us-gaap: ConvertiblePreferredStockMember

 adtx: BrainScientificIncMember

 2023-09-07
 2023-09-07

 2024-01-03
 2024-01-03

 2024-01-17
 2024-01-17

 adtx: PIPESecuritiesAgreementMember

 adtx: CommonStockWarrantsMember

 adtx: PIPESecuritiesMember

 adtx: NotesPayableMember

 adtx: NotesPayableMember

 adtx: NotesPayableMember

 adtx: SeriesE1PreferredStockMember

 2024-04-01
 2024-04-01

 2024-04-01
 2024-04-01

 2024-04-30

 2024-04-30
 2024-04-30

 adtx: ArticleVIOfTheMergerAgreementMember

 adtx: ArticleVIOfTheMergerAgreementMember

 2024-09-17

 adtx: ArticleVIOfTheMergerAgreementMember

 2024-07-01

 2024-05-03
 2024-05-03

 2024-06-17

 2024-07-01

 adtx: EvofemCommonStockMember

 adtx: EvofemCommonStockMember

 adtx: EvofemUnconvertedPreferredStockMember

 adtx: CompanyPreferredStockMember

 adtx: EvofemConvertibleNotesMember

 2024-08-16
 2024-08-16

 2024-09-06

 2024-09-06

 2024-10-01
 2024-10-31

 2024-10-01
 2024-10-31

 adtx: ThirdParentEquityInvestmentMember

 adtx: ThirdParentEquityInvestmentMember

 adtx: SeriesF1PreferredStockMember

 adtx: SeriesF1PreferredStockMember

 adtx: SeriesF1PreferredStockMember

 adtx: DawsonJamesSecuritiesIncMember

 adtx: EngagementLetterWithDawsonJamesSecuritiesIncMember

 adtx: DawsonJamesSecuritiesIncMember

 2024-03-05

 adtx: AppiliArrangementAgreementMember

 2024-11-11
 2024-11-11

 adtx: ELOCPurchaseAgreementMember

 adtx: ELOCPurchaseAgreementMember

 adtx: ELOCPurchaseAgreementMember

 2021-05-24

 2021-05-24

 2021-05-24

 2022-09-13
 2022-09-13

 2022-09-13
 2022-09-13

 adtx: PearsantaIncMember

 adtx: PearsantaOmnibusIncentivePlanMember

 adtx: PearsantaParentServiceProviderPlanMember

 adtx: PearsantaOmnibusIncentivePlanMember

 adtx: CommonWarrantsMember

 adtx: CertainOutstandingWarrantsMember

 2024-05-06
 2024-05-06

 adtx: EvofemBiosciencesIncMember

 2024-05-06
 2024-05-06

 adtx: PIPEPlacementAgentWarrantsMember

 adtx: MaySeniorNotesMember

 adtx: MaySeniorNotesMember

 adtx: SecuritiesPurchaseAgreementMember

 adtx: SecuritiesPurchaseAgreementMember

 adtx: RegisteredDirectPreFundedWarrantsMember

 adtx: EvofemBiosciencesIncMember

 2024-10-25
 2024-10-25

 adtx: ATMSharesMember

 adtx: ATMSharesMember

 adtx: ELOCMember

 adtx: ELOCMember

 us-gaap: SeniorNotesMember

 adtx: SeriesF1ConvertiblePreferredStockMember

 2023-12-22

 2023-12-22

 2023-12-22

 adtx: ConversionPriceMember

 2022-07-19

 2022-07-19
 2022-07-19

 2022-10-07

 2022-10-07
 2022-10-07

 adtx: SeriesB1PreferredStockCertificateOfDesignationMember

 adtx: SeriesB1PreferredStockCertificateOfDesignationMember

 adtx: ConversionPriceMember
 adtx: SeriesB1PreferredStockMember

 adtx: SeriesB1PreferredStockMember

 adtx: SeriesB1PreferredStockMember

 adtx: SeriesB1CertificateOfDesignationsMember

 adtx: SeriesB2CertificateOfDesignationsMember

 2023-07-11
 2023-07-11

 2023-07-11

 adtx: SeriesC1CertificateOfDesignationMember

 adtx: SeriesD1ConvertiblePreferredStockMember

 adtx: SeriesD1ConvertiblePreferredStockMember

 adtx: TwoZeroOneSevenEquityIncentivePlanMember

 2017-10-01
 2017-10-31

 adtx: TwoThousandTwentyOneOmnibusEquityIncentivePlanMember

 adtx: TwoThousandTwentyOneOmnibusEquityIncentivePlanMember

 us-gaap: StockOptionMember

 adtx: Pearsanta2023PlanMember

 2023-12-18
 2023-12-18

 adtx: Pearsanta2023PlanMember

 2023-12-18

 adtx: Pearsanta2023PlanMember

 2023-12-18

 us-gaap: ResearchAndDevelopmentExpenseMember

 2023-07-01
 2023-09-30

 us-gaap: GeneralAndAdministrativeExpenseMember

 2023-07-01
 2023-09-30

 adtx: AugustExchangeAgreementWarrantsMember

 adtx: JulyTwoThousandTwentyFourSeniorNotesWarrantsMember

 adtx: JulyTwoThousandTwentyFourSeniorNotesWarrantsMember

 adtx: AugustExchangeAgreementWarrantsMember

 adtx: MayPIPEPlacementAgentWarrantsMember

 adtx: PearsantaPlansMember

 adtx: PearsantaPlansMember

 adtx: PearsantaPlansMember

 adtx: PearsantaPlansMember

 us-gaap: EmployeeStockOptionMember

 us-gaap: EmployeeStockOptionMember

 us-gaap: EmployeeStockOptionMember

 adtx: NonvestedWarrantsMember

 adtx: NonvestedWarrantsMember

 adtx: NonvestedWarrantsMember

 adtx: FederalMember

 adtx: TaxCutsAndJobsActTCJAMember

 country: US

 country: US

 adtx: FederalMember

 2025-02-28
 2025-02-28

 2025-02-28
 2025-02-28

 2025-03-07
 2025-03-07

 2025-03-05

 2025-03-05
 2025-03-05

 adtx: MarchReverseStockSplitMember

 adtx: MarchReverseStockSplitMember

 adtx: ELOCActivityMember

 adtx: ELOCActivityMember

 adtx: ELOCActivityMember

 2025-01-31

 adtx: MarketAgreementAmendmentActivityMember

 adtx: MarketAgreementAmendmentActivityMember

 adtx: SeriesC1ConvertiblePreferredStockRedemptionsMember

 adtx: SeriesC1ConvertiblePreferredStockRedemptionsMember

 adtx: FebruaryTwentyNinethNoteMember
 adtx: ShahrokhShabahangMember

 adtx: FebruaryFifteenNoteMember
 adtx: AmroAlbannaMember

 2025-01-08

 2025-01-08
 2025-01-08

 2025-01-22
 2025-01-22

 adtx: SixthBoroughUpsizeNoteMember

 2025-01-22
 2025-01-22

 srt: ScenarioForecastMember
 us-gaap: UnsecuredDebtMember

 2025-02-18
 2025-02-18

 us-gaap: UnsecuredDebtMember

 2025-02-18
 2025-02-18

 adtx: ThirdParentEquityInvestmenMember

 2025-01-30

 adtx: FourthParentEquityInvestmentMember

 2025-01-30

 adtx: AppiliMutualWaiverMember

 2025-03-21
 2025-03-21

 adtx: EvofemMember

 2025-03-23

 2025-03-24
 2025-03-24

 2025-03-24

 us-gaap: IPOMember

 2025-03-24

 utr:sqft

 compsci:item