NASDAQ: ADTX

All
preclinical studies for ADI-100 have been completed providing several data points supporting the potential effectiveness of ADI-100 in
restoring durable tolerance as illustrated in 10-month studies in prevention and treatment of T1D in nonclinical animal models. Preclinical
safety and toxicology studies have shown absence of drug toxicity, no antibody formation to the drug product, and a lack of persistence
in all organs evaluated except the skin (at the injection site). Furthermore, Adimune has demonstrated in three separate preclinical
studies that ADI-100 does not impair the responsiveness of the immune system to combat infection, cancer, or the tumor fighting capabilities
of checkpoint inhibitors.

Good
Manufacturing Practices (GMP) clinical-grade drug substances have been successfully manufactured by a qualified contract manufacturer.
The clinical grade drug substances are now being prepared for shipment to another contract manufacturer to be formulated into the final
drug product in preparation for stability testing and use in the clinical trials pending required regulatory submissions. Lastly, one
remaining drug product release stability assay specifically designed for ADI-100 is in the final stages of qualification to be used once
the final drug product is ready.

Preclinical
and manufacturing data, including the clinical-grade drug substance, are essential components of the complete dossier that we intend
to submit to the regulatory agencies, which evaluate the safety and quality of the final drug product to be administered in the clinical
trials. Adimune has had pre-submission meetings with the regulatory agency in Germany and has completed the additional studies requested.

For
the clinical trials that are planned in Germany, Adimune has engaged with a Contract Research Organization (CRO) to manage the process,
including site selection for clinical studies planned in psoriasis and T1D. In parallel, Adimune is working with the Mayo Clinic to prepare
the IND package for FDA submission and is awaiting a pre-IND meeting expected in the second quarter of this year to review the package
before full submission. In May 2023, Adimune entered into a clinical trial agreement with the Mayo Clinic to advance clinical studies
targeting autoimmune diseases of the central nervous system (“CNS”) with the initial focus on the rare, but debilitating,
autoimmune disease Stiff Person Syndrome (“SPS”). According to the National Organization of Rare Diseases, the exact incidence
and prevalence of SPS is unknown; however, one estimate places the incidence at approximately one in one million individuals in the general
population. Pending approval by the International Review Board and U.S. Food and Drug Administration, a human trial for SPS is expected
to get underway in 2026 with enrollment of 10-20 patients, some of whom may also have T1D. In these studies, the primary readouts for
ADI-100 will be safety and tolerability as well as clinical and immunological signals of tolerance induction.

1

Background

The
discovery of immunosuppressive (anti-rejection and monoclonal antibodies) drugs over the past 40 years has made possible life-saving
organ transplantation procedures and blocking of unwanted immune responses in autoimmune diseases. However, immune suppression leads
to significant undesirable side effects, such as increased susceptibility to life-threatening infections and cancers, because it indiscriminately
and broadly suppresses immune function throughout the body. While the use of these drugs has been justifiable because they prevent or
delay organ rejection, their use for treatment of autoimmune diseases and allergies may not be widely acceptable because of the aforementioned
side effects. Furthermore, often transplanted organs ultimately fail despite the use of immune suppression, and about 40% of transplanted
organs survive no more than five years.

Through
Aditxt, Adimune has the right to the exclusive worldwide license for commercializing ADI nucleic acid-based technology from Loma Linda
University. ADI has been designed to use a novel approach that mimics the way the body naturally induces tolerance to our own tissues
(“therapeutically induced immune tolerance”). While immune suppression requires continuous administration to prevent rejection
of a transplanted organ, induction of tolerance has the potential to retrain the immune system to accept the organ for longer periods
of time. ADI may potentially allow patients to live with transplanted organs with significantly reduced need for immune suppression.
ADI is a technology platform which we believe can be engineered to address a wide variety of indications.

Advantages

ADI™
is a nucleic acid-based technology (e.g., DNA-based), which we believe selectively suppresses only those immune cells involved
in attacking (in autoimmune diseases) or rejecting self (in transplanted tissues and organs). It does so by tapping into the 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., conducted
outside the body), to our knowledge, we will be unique in our approach of using in-body induction of apoptosis to promote tolerance to
specific tissues. In addition, ADI treatment itself will not require additional hospitalization but only an injection of minute
amounts of the therapeutic drug into the skin.

Moreover,
preclinical studies have demonstrated that ADI treatment significantly and substantially prolongs graft survival, in addition to successfully
“reversing” other established immune-mediated inflammatory processes.

License Agreement
with Loma Linda University (“LLU”)

On
March 15, 2018, we entered into a License Agreement with LLU, which was subsequently amended on July 1, 2020. Pursuant to the LLU License
Agreement, we obtained the exclusive royalty-bearing worldwide license to all intellectual property, including patents, technical information,
trade secrets, proprietary rights, technology, know-how, data, formulas, drawings, and specifications, owned or controlled by LLU and/or
any of its affiliates (the “LLU Patent and Technology Rights”) and related to therapy for immune-mediated inflammatory diseases
(the ADI™ technology). In consideration of the LLU License Agreement, we issued 1 share of common stock to LLU.

2

PEARSANTA, INC.
Subsidiary

The
best approach for addressing cancer may be its early detection. Pearsanta is pioneering the development of molecular tests based on the
mitochondrial DNA (mtDNA) to develop tests for early detection of cancer. Though further technical development and clinical validation
is required to determine efficacy in multiple diseases and disease states, our management believes that the unique structural and functional
characteristics of mtDNA, and more specifically mutated mtDNA, render it a biological system suitable for biomarker identification, early
disease detection, monitoring, risk assessment, and therapeutic targeting.

Pearsanta
acquired the assets of MDNA Life Sciences, Inc. on January 4, 2024. Through the acquisition of these assets, and in particular the Mitomic®
Technology platform, patents, and intellectual property, our management believes that Pearsanta is well positioned for research and discovery
of mtDNA-based biomarkers, and though untested and requiring clinical validation, the development and commercial application of mtDNA-based
biomarkers for a wide spectrum of human diseases.

Pearsanta
is continuing to leverage this technology to discover mtDNA-based biomarkers. Though Pearsanta has no commercially available FDA or foreign
regulatory approved products, Pearsanta has two product candidates in development and hopes to enter the cancer screening market with
these two product candidates, and if proven successful continue to discover additional mtDNA-based biomarkers and develop a pipeline
of disease screening and diagnostics tests. The current in-development products include a potential product for prostate cancer diagnosis
and a potential product for the detection of endometriosis. Pearsanta has also discovered mtDNA-based biomarkers, which it believes are
associated with ovarian cancer and lung cancer; and Pearsanta intends to pursue the biomarker identification phase of development for
pancreatic, liver, breast, stomach, esophageal, and colorectal cancers.

Licensed Technologies
– AditxtScoreTM

We
issued Pearsanta an exclusive worldwide sub-license (the “Exclusive Worldwide Sublicense Agreement”) for commercializing
the AditxtScore™ technology which provides a personalized comprehensive profile of the immune system. AditxtScore is intended to
detect individual immune responses to viruses, bacteria, peptides, drugs, supplements, bone marrow and solid organ transplants, and cancer.
It has broad applicability to many other agents of clinical interest impacting the immune system, including those not yet identified
such as emerging infectious agents. On September 23, 2025, the Company and Pearsanta entered in a Mutual Termination Agreement (the “Exclusive
Worldwide Sublicense Termination Agreement”) to terminate the Exclusive Worldwide Sublicense Agreement. As provided in the Exclusive
Worldwide Sublicense Termination Agreement, the Exclusive Worldwide Sublicense Agreement has been terminated in its entirety and all
rights and obligations of the parties under the Exclusive Worldwide Sublicense Agreement have ceased. A non-exclusive licensing agreement
has been granted by Aditxt to Pearsanta as of December 30, 2025 for the use of the technology for evaluating levels of antibodies and
neutralizing antibodies to SARS-CoV-2, which are currently available in use by the CLIA/CAP facility in Richmond, VA.

Advantages

The
advantages of the AditxtScore technology include the following:

●
greater sensitivity/specificity.

●
20-fold higher dynamic
range, greatly reducing signal to noise compared to conventional assays.

●
ability to customize assays
and multiplex a large number of analytes with speed and efficiency.

●
ability to test for cellular
immune responses (i.e., T and B cells and cytokines).

●
proprietary reporting algorithm.

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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 FlowSpot technology is exclusive, including the right to sublicense,
beginning on the effective date of the agreement, and ending when the patent expires. Under the exclusivity agreement, we acknowledged
that Stanford had already granted a non-exclusive license in the Nonexclusive Field of Use, under the Licensed Patents in the Licensed
Field of Use in the Licensed Territory (as those terms are defined in the “February 2020 License Agreement”). However, Stanford
agreed not to grant further licenses under the Licensed Patents in the Licensed Field of Use in the Licensed Territory. On December 29,
2021, we entered into an amendment to the February 2020 License Agreement which extended our exclusive right to license the technology
and securing worldwide exclusivity in all fields of use of the licensed technology.

AditxtScore
and FlowSpot have been designed to enable individuals and their healthcare providers to understand, manage and monitor their immune profiles
and to stay informed about attacks on or by their immune system. We believe these platforms can also assist the medical community and
individuals in anticipating the immune system’s potential response to viruses, bacteria, allergens, and foreign tissues such as
transplanted organs. These technologies may be able to serve as tools allowing for more time to respond appropriately. Their advantages
include the ability to provide simple, rapid, accurate, high throughput assays that can be multiplexed to determine immune status with
respect to several factors simultaneously, in approximately 3-16 hours. In addition, they can determine and differentiate between distinct
types of cellular and humoral immune responses (e.g., T and B cells and other cell types). The FlowSpot technology can also provide simultaneous
monitoring of cell activation and levels of cytokine release (i.e., cytokine storms).

In
collaboration with its partners, the platforms underlying AditxtScore and FlowSpot are being further evaluated for evaluating the immune
status of individuals including those with hypersensitivity to certain antigens (e.g., patients with autoimmunity). These tests may become
tools that can monitor dynamic changes after administration of immunotherapies designed to tolerize to these target antigens.

Technologies
– Mitomic® Technology Platform

In
January 2024, Pearsanta acquired the assets comprising our Mitomic® Technology platform from MDNA Life Sciences Inc. This
platform seeks to harness the unique properties of mitochondrial DNA (“mtDNA”) to detect disease through non-invasive, blood-based
liquid biopsies. Though further technical development and clinical validation is required to determine efficacy in multiple diseases
and disease states, our management believes that the unique structural and functional characteristics of mtDNA, and more specifically
mutated mtDNA, make mtDNA a biological system suitable for biomarker identification, early disease detection, monitoring, risk assessment,
and therapeutic targeting.

Pearsanta
plans to license distribution rights through various agreements with U.S.-based and international business partners to commercialize
our Mitomic® Technology, should Mitomic® tests be successfully developed and successfully approved by the
FDA, or a foreign regulator or other relevant regulatory agency. We believe our biomarker portfolio covers many high-clinical need cancers,
with potential applications outside oncology.

Pearsanta
leases a state-of-the-art facility located in Richmond VA, that is a high-complexity, CLIA-certified, CAP-accredited and NYS CLEP-approved
laboratory equipped to accommodate rapid development and rollout of innovative laboratory tests for the clinical market. Our laboratory
facility is optimized for contamination prevention including dedicated workspaces for key functions; advanced molecular biology capabilities
including digital PCR, real-time PCR, automated electrophoresis with scale-up capacity and redundancy; and automated and semi-automated
(robotic) processes for DNA/RNA isolation and liquid handling to achieve efficient and standardized workflows.

4

Our Mitomic®
Products and Product Candidates

The
Mitomic® Technology targets mutations in mtDNA to detect disease. Every human cell is home to multiple
copies of mtDNA, some of which become mutated beyond repair when cells are stressed by diseases such as cancer. Though further technical
development and clinical validation is required to determine utility, Mitomic® tests are being designed to detect this
mutated DNA, which can accumulate from the very early stages of a disease. If the development of Mitomic® tests is successful
and if Mitomic® tests can achieve their still unproven objective of early disease detection, our Mitomic®
Technology presents an opportunity to detect disease before it presents clinically.

The
Mitomic® Technology platform is designed to identify biomarker targets, develop robust assays, discover new biomarkers,
and develop new products. The biomarker identification program is based on the identification of a new class of molecules generated through
a process associated with mitochondria. The Mitomic® Technology platform has already discovered biomarkers which are believed
to be associated with cancer and has generated an “in-silico” database, which is an experiment that generates thousands of
potential biomarkers, developed through computer software and simulation.

To
date, the Mitomic® Technology biomarker discoveries have identified numerous biomarker targets from the in-silico database,
and we plan to use these biomarker targets in our various assay development programs.

Mitomic®
Prostate Test (MPT™) is currently in development and is being designed as a blood-based assay that quantifies the level
of the 3.4kb mtDNA deletion. Published analytical data for the 3.4kb mtDNA deletion associated with prostate cancer, suggests the 3.4kb
mtDNA deletion may be able to identify clinically significant prostate cancer for men in the prostate-specific antigen (PSA) grey zone
(PSA < 10ng/ml) and if proven through ongoing clinical study, the 3.4kb mtDNA deletion may be able to aid in the decision to biopsy.
Some of the significant clinical challenges that have not been met for prostate cancer are that up to 50% of men will be ‘over’
diagnosed with cancer that never harms them 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 (https://seer.cancer.gov/statfacts/html/prost.html).

Mitomic®
Prostate Test (MPT™) is in development and is being designed with the following objectives:

●
Simple – The test
is expected to be completed using a 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 mtDNA deletion, healthcare providers will
be provided with new information related to clinically significant prostate cancer – independent of PSA, age, and family history.

Mitomic
Endometriosis Test (MET™) is currently in development and is being designed as a blood-based assay that quantifies the
level of one or more mtDNA deletions which published analytical data suggest are associated with endometriosis – a condition affecting
approximately 1 in 10 women according to Endometriosis World and the World Health Organization. The MET is intended for use in females
of child-bearing age who present symptoms of endometriosis to determine whether medical or surgical intervention is warranted.

Endometriosis
occurs when the tissue of the uterus (endometrium) grows in areas where it does not belong, most often on the ovaries, fallopian tubes,
outer surface of the uterus, and tissues holding the uterus, but can be found almost anywhere in the body. Endometriosis is challenging
to identify, and on average takes ten years to diagnose, and when patients are finally diagnosed, greater than 90% have moderate to severe
symptoms.

Technologies – Adductomics Technology

On
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 technology includes proprietary mass-tag enhancements designed to improve the sensitivity and specificity
of DNA adduct detection across a full genomic landscape.

5

Pearsanta
intends to develop this platform to enable a comprehensive, panoramic assessment of DNA adducts using urine, blood, or solid tissue samples.
This approach aims to provide actionable insights into DNA damage before mutations occur, offering the potential to identify environmental
or biological factors that contribute to cancer risk. The development roadmap includes further validation of the technology and the creation
of commercially available diagnostic kits. While still in the early stages, Pearsanta anticipates that additional development over the
next two to three years will advance this platform toward clinical and commercial applications.

ADIVIR™
INC. Subsidiary

Formed
in April 2023, Adivir™, Inc. (“Adivir”) is a wholly owned subsidiary of Aditxt, Inc., dedicated to advancing the clinical
and commercial development of innovative products intended to address significant unmet needs in infectious disease and population health.

Adivir
is focused on building a portfolio of antiviral and other antimicrobial solutions designed to target life-threatening viral infections
and emerging pathogens. Its strategic objective is to identify, develop, and commercialize therapeutic candidates that have the potential
to improve treatment access and outcomes in areas where existing options are limited or inadequate.

We
believe the global healthcare landscape underscores the critical importance of strengthening antiviral preparedness and accelerating
development of both novel and repurposed therapeutic solutions. Through Adivir, the Company seeks to contribute to addressing the ongoing
and evolving challenges posed by infectious diseases worldwide.

ADIFEM, INC. Subsidiary

Adifem,
Inc. (“Adifem”), f/k/a Adicure, Inc., was formed in April of 2024 connection with Aditxt’s planned strategic expansion
into women’s health through its proposed acquisition of Evofem Biosciences. Adifem is a wholly owned subsidiary of the Company dedicated
to advancing innovative solutions that address critical unmet needs in women’s health.

Although we are no longer pursuing the acquisition of Evofem Biosciences,
our commitment to women’s health reflects a broader strategic objective to invest in therapeutic areas where there are significant
unmet medical need and opportunity for meaningful patient impact. We believe that empowering women with innovative, science-driven solutions
remains an important and timely priority in global healthcare.

Evofem Merger Agreement
and Termination

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

Subject
to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
(i) all issued and outstanding shares of common stock, par value $0.0001 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 8 shares of the Company’s common stock, par value $0.001 per share; 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.

6

On
January 8, 2024, the Company, Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”),
and Evofem Biosciences, Inc., a Delaware corporation (“Evofem”) entered into the First Amendment (the “First Amendment
to Merger Agreement”), to the Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the parties agreed
to extend the date by which the joint proxy statement would be filed with the SEC until February 14, 2024.

On
January 30, 2024, the Company, Adicure and Evofem entered into the Second Amendment to the Merger Agreement (the “Second Amendment
to Merger Agreement”) to amend (i) the date of the Parent Loan (as defined in the Merger Agreement) to Evofem to be February 29,
2024, (ii) to change the date by which Evofem may terminate the Merger Agreement for failure to receive the Parent Loan to be February
29, 2024, and (iii) to change the filing date for the Joint Proxy Statement (as defined in the Merger Agreement) to April 1, 2024.

On
February 29, 2024, the Company, Adicure and Evofem entered into the Third Amendment to the Merger Agreement (the “Third Amendment
to Merger Agreement”) in order to (i) make certain conforming changes to the Merger Agreement regarding the Notes, (ii) extend
the date by which the Company and Evofem will file the joint proxy statement until April 30, 2024, and (iii) remove the requirement that
the Company make the Parent Loan (as defined in the Merger Agreement) by February 29, 2024 and replace it with the requirement that the
Company make an equity investment into Evofem consisting of (a) a purchase 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.

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

●
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”).

7

Amendments
to Article VIII: Termination

Article
VIII of the Merger Agreement is amended to:

●
extend the date after which
either party may terminate from May 8, 2024 to July 15, 2024;

●
revise Section 8.1(d) in
its entirety to allow Company to terminate at any time after there has been a Company Change of Recommendation, provided that Aditxt
must receive ten day written notice and have the opportunity to negotiate a competing offer in good faith; and

●
amend and restate Section
8.1(f) in its entirety, granting the Company the right to terminate the agreement if (a) the full $1,000,000 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 “A&R Execution Date”), the Company entered into an Amended and Restated Agreement and Plan of Merger
(the “Merger Agreement”) with Adifem, Inc. f/k/a Adicure, Inc., a Delaware corporation and wholly owned subsidiary of the
Company (“Merger Sub”) and Evofem, pursuant to which, Merger Sub will be merged into and with Evofem (the “Merger”),
with Evofem surviving the Merger as a wholly owned subsidiary of the Company. The Merger Agreement amended and restated that certain
Agreement and Plan of Merger dated as of December 11, 2023, by and among the Company, Merger Sub and Evofem (as amended, the “Original
Agreement”).

Effect on Capital Stock

Subject
to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
(i) all issued and outstanding shares of common stock, par value $0.0001 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.

As
a closing condition for the Company, there shall be no more than 4,141,434 Dissenting Shares that are Evofem Common Stock or 98 Dissenting
Shares that are Evofem Preferred Stock.

8

Treatment
of Evofem Options and Employee Stock Purchase Plan

At
the Effective Time, each option outstanding under the Evofem 2014 Equity Incentive Plan, the Evofem 2018 Inducement Equity Incentive
Plan and the Evofem 2019 Employee Stock Purchase Plan (collectively, the “Evofem Option Plans”), whether or not vested, will
be canceled without the right to receive any consideration, and the board of directors of Evofem shall take such action such that the
Evofem Option Plans are cancelled as of the Effective Time.

As
soon as practicable following the A&R Execution Date, Evofem will take all action that may be reasonably necessary to provide that:
(i) no new offering period will commence under the Evofem 2019 Employee Stock Purchase Plan (the “Evofem ESPP”); (ii) participants
in the Evofem ESPP as of the A&R Execution Date shall not be permitted to increase their payroll deductions or make separate non-payroll
contributions to the Evofem ESPP; and (iii) no new participants may commence participation in the Evofem ESPP following the A&R Execution
Date. Prior to the Effective Time, Evofem will take all action that may be reasonably necessary to: (A) cause any offering period or
purchase period that otherwise be in progress at the Effective Time to be the final offering period under the Evofem ESPP and to be terminated
no later than five business days prior to the anticipated closing date (the “Final Exercise Date”); (B) make any pro-rata
adjustments that may be necessary to reflect the shortened offering period or purchase period; (C) cause each 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;

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

(a)
waivers with respect to
any fundamental transaction, change in control or other similar rights that such warrant holder may have under any such Evofem warrants,
and (b) an agreement to such Evofem warrants to exchange such warrants for not more than an aggregate (for all holders of Evofem
warrants) 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 from 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 A&R Execution Date and the Effective Time to determine the tax treatment of the Merger
and the other transactions contemplated by the Merger Agreement.

Evofem

The
obligations of Evofem to consummate the Closing are subject to the satisfaction or waiver, at or prior to the Closing of certain conditions,
including but not limited to, the following:

(i)
The Company shall be in
compliance with the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1) and shall meet all other applicable
criteria for continued listing.

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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’s
common stock is no longer listed for trading on Nasdaq; or (iii) any of: (A) the Initial Parent Equity Investment has not been made by
the Initial Parent Equity Investment Date, (B) the Second Parent Equity Investment has not been made by the Second Parent Equity Investment
Date, (C) the Third Parent Equity Investment has not been made by the Third Parent Equity Investment Date or (D) the Fourth Parent Equity
Investment has not been made by the Fourth Parent Equity Investment Date (as all of such terms are defined in the Merger Agreement).

Effect of Termination

If
the Merger Agreement is terminated, the Merger Agreement will become void, and there will be no liability under the Merger Agreement
on the part of any party thereto.

Amendments to Evofem Amended and Restated
Merger Agreement

On
August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 1 to the Amended and Restated Merger Agreement (“Amendment
No. 1”), pursuant to which the date by which the Company is to make the Third Parent Equity Investment (as defined under the Amended
and Restated Merger Agreement) was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering
by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000. Except as set forth herein, the terms and conditions
of the Amended and Restated Merger Agreement have not been modified.

On
September 6, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 2 to the Amended and Restated Merger Agreement (“Amendment
No. 2”), pursuant to which the date by which the Company shall make the Third Parent Equity Investment was amended from September
6, 2024 to September 30, 2024 and adjust the amount of such investment from $2 million to $1.5 million, and to extend the date by which
Aditxt shall make the Fourth Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended from September
30, 2024 to October 31, 2024 and adjust the amount of such investment from $1 million to $1.5 million.

Third Evofem Amendment & Parent Equity
Investment

On
October 2, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 3 to the Amended and Restated Merger Agreement in order
to extend the date by which the Company shall make the Third Parent Equity Investment to October 2, 2024, reduce the amount of the Third
Parent Equity Investment from $1.5 million to $720,000, and increase the amount of the Fourth Parent Equity Investment from $1.5 million
to $2.28 million.

On
October 2, 2024, the Company completed the purchase of 460 shares of Evofem F-1 Preferred Stock for an aggregate purchase price of $460,000.

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Evofem Parent Equity Investment

On
October 28, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Securities Purchase Agreement”)
with Evofem, pursuant to which the Company purchased the Fourth Parent Equity Investment of 2,280 shares of Evofem Series F-1 Convertible
Preferred Stock for an aggregate purchase price of $2,280,000.

Fifth Amendment to Amended
and Restated Merger Agreement

On
March 23, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 5 to the Amended and Restated Merger Agreement (“Amendment
No. 5”), pursuant to which, the parties agreed that (i) Evofem shall use commercially reasonable efforts to hold the Company Shareholders
Meeting (as defined under the A&R Merger Agreement) no later than September 26, 2025, (ii) the Company shall invest an additional
$1,500,000 in Evofem no later than April 7, 2025 in exchange for additional shares of F-1 Preferred Stock and/or, at the Company’s
option, senior subordinated notes of Evofem, and (iii) the End Date shall be extended to September 30, 2025.

Sixth Amendment to Amended
and Restated Merger Agreement

On
August 26, 2025, the Company, Adicure, Inc., and Evofem entered into Amendment No. 6 to the Amended and Restated Merger Agreement(“Amendment
No. 6”), in order to (i) amend Sections 1.5 and 3.1(b)(ii) to update the definition of “Unconverted Company Preferred Stock
“to include Series G-1 Preferred Stock of Evofem; (ii) amend Section 1.6 to update the definition of “Company Shareholder
Approval “to include (a) the outstanding shares of Evofem common stock (including all Evofem preferred stock on the basis and to
the extent it is permitted to so vote) entitled to vote thereon, and (b) each series of the unconverted Evofem preferred stock; (iii)
amend Section 6.23 to clarify that Evofem will assist in obtaining Exchange Agreements (as defined in the Amended and Restated Merger
Agreement) to exchange Evofem convertible notes and purchase rights for an aggregate of not more than 89,021 shares of the Company’s
preferred stock from the applicable Evofem shareholders; (iv) amend Section 7.2(j) to change the number of dissenting shares to no more
than 741,603 shares of common stock or 202 shares of preferred stock; (v) add a new Section 7.2(k) to require waivers from each holder
of Evofem’s Series E-1 Convertible Preferred Stock, with respect to the last sentence of Section 2, the entirety of Section 6,
any price adjustment provisions that may be triggered under Section 8(a)(ii), Section 12(c) and Section 12(d) of the Evofem Series E-1
Certificate of Designations; and (vi)to replace in its entirety, the Certificate of Designation included as Exhibit C to the Amended
and Restated Merger Agreement.

Evofem Termination

On
October 20, 2025, Aditxt received from Evofem a notice of termination of the parties’ Merger Agreement. In the notice, Evofem cites
Section 8.1(b)(ii) (the end date having passed) and Section 8.1(b)(iv) (failure to obtain shareholder approval at the October 20, 2025
special meeting) as the basis for termination, effective October 20, 2025. No termination fee or other early-termination penalty is payable
by Aditxt in connection with Evofem’s termination pursuant to Sections 8.1(b)(ii) and 8.1(b)(iv). The Company retains its holdings
of Evofem F-1 Preferred Stock, convertible notes, and Evofem Warrants.

Employees

We
employ twenty-six (26) full-time employees as of December 31, 2025. We consider the relations with our employees to be good

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