Aditxt, Inc announced a private placement of 4,186 shares of the Company?s Series C-1 Convertible Preferred Stock, 4,186 shares of the Company?s D-1 Preferred Stock, and warrants to purchase approximately 1,650,000 shares of common stock for gross proceeds $4,200,000 on May 3, 2024. The shares of Series C-1 Convertible Preferred Stock have a stated value of $1,000 per share. They are initially convertible into an aggregate of approximately 1,650,000 shares of common stock at a conversion price of $2.47 per share.

The Series D-1 Preferred Stock permits the holders thereof to vote together with the holders of the Company?s common stock on proposals to effectuate an increase in the shares of common stock that the Company is authorized to issue. The warrants will be exercisable commencing six months following the initial issuance date at an initial exercise price of $2.595 per share and expire five years from the date of issuance. The private placement is expected to close on or about May 6, 2024, subject to the satisfaction of customary closing conditions.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the ?Securities Act?), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.