Aditxt Announces the Successful Passage of all Proposals at Recent Annual Shareholders’ Meeting, Setting the Stage for 2024 and 2025 Strategic Plans

Aditxt, Inc. (“Aditxt” or the “Company”) (NASDAQ: ADTX), an innovation platform dedicated to discovering, developing, and deploying promising innovations, announced the successful passage of all proposals at its recent annual shareholders' meeting.

At the recent annual meeting, Aditxt shareholders approved all nine proposals presented. These proposals equip Aditxt with the necessary flexibility and potential resources to advance its strategic initiatives.

1. Election of Directors: Four board members were re-elected, and one board member was elected to serve until the 2025 annual meeting, ensuring continuity in leadership.
2. Ratification of Auditors: The reappointment of dbbmckennon as the independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified.
3. Issuance of Shares for Series B-1 Convertible Preferred Stock: Shareholders approved the issuance of common stock underlying the Series B-1 Convertible Preferred Stock, originally issued in January 2024.
4. Issuance of Shares for Series B-2 Convertible Preferred Stock: Similar approval was granted for the issuance of common stock underlying the Series B-2 Convertible Preferred Stock, also issued in January 2024.
5. Equity Line of Credit (ELOC) Proposal: Approval was given for the issuance of shares under the company’s equity line of credit, allowing Aditxt to issue up to $150 million in common stock.
6. Authorized Share Increase: The number of authorized shares of common stock was increased from 100,000,000 to 1,000,000,000, providing flexibility for future financing and growth.
7. Reverse Stock Split Proposal: The board was granted discretionary authority to execute a reverse stock split, ranging from one-for-five (1:5) to one-for-two hundred (1:200).
8. Amendment to the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”): The 2021 Plan was amended to increase the number of shares issuable under the 2021 Plan to 500,000 from the previous 37,500 shares.
9. Adjournment Proposal: The proposal authorized the adjournment of the meeting if necessary, to solicit additional votes to approve any proposal.

Amro Albanna, Co-Founder, Chairman, and CEO of Aditxt, emphasized, “I want to thank all of our stakeholders for their participation and continued support. We believe that the approval of these proposals will equip us with important tools as we continue to work on meeting certain of our existing obligations and position Aditxt towards achieving our strategic initiatives.”

Aditxt operates two programs (through two subsidiaries, Adimune, Inc. and Pearsanta, Inc.) focused on immune health and precision health, respectively. Following the completion of the Appili Therapeutics Inc. (TSX: APLI; OTCPink: APLIF) and Evofem Biosciences, Inc. (OTCQB: EVFM) transactions, Aditxt will introduce two additional programs; one program will be dedicated to public health and the other program will be dedicated to women's health. Each program is designed to function autonomously while collectively advancing Aditxt’s mission of discovering, developing, and deploying innovative health solutions to tackle some of the most urgent health challenges. The closing of each of these transactions is subject to several conditions, including but not limited to approval of the transactions by the respective target shareholders and Aditxt raising sufficient capital to fund the Company’s obligations at closing. No assurance can be provided that all of the conditions to closing will be obtained or satisfied or that either of the transactions will ultimately close.

About Aditxt, Inc.

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.

Aditxt has a diverse innovation portfolio, including Adimune™, Inc., which is leading the charge in developing a novel class of therapeutics for retraining the immune system to combat organ rejection, autoimmunity, and allergies. Adivir™, Inc. focuses on enhancing national and population health and impacting public health globally. Pearsanta™, Inc., delivers rapid, personalized, and high-quality lab testing accessible anytime, anywhere, led by its CLIA-certified and CAP-accredited clinical laboratory based in Richmond, VA.

For more information, www.aditxt.com.

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Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements include statements regarding the Company’s intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the Company’s ongoing and planned product and business development; the Company’s ability to finance and execute on its strategic M&A initiatives; the Company’s ability obtain the necessary funding and partner to commence clinical trials; the Company’s intellectual property position; the Company’s ability to develop commercial functions; expectations regarding product launch and revenue; the Company’s results of operations, cash needs, spending, financial condition, liquidity, prospects, growth and strategies; the Company’s ability to raise additional capital; the industry in which the Company operates; and the trends that may affect the industry or the Company. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, as well as market and other conditions and those risks more fully discussed in the section titled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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