Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 3, 2026, Aditxt, Inc. (the "Company") entered into a Note Purchase Agreement (the "Purchase Agreement") by and among the Company, Ignite Proteomics LLC, a Delaware limited liability company and the Company's wholly owned subsidiary ("Ignite"), and the investors named therein (the "Investors"), pursuant to which the Company and Ignite issued and sold to the Investors a new series of senior secured convertible notes (the "Notes"), as joint and several co-borrowers, with an aggregate original principal amount equal to approximately the sum of $725,000 in cash proceeds plus the sum of the outstanding obligations under the Existing Notes (as defined below), subject to a 35% original issue discount, as provided in the Notes. The purchase price paid by the Investors for the Notes was comprised in part of a combination of cash and the cancellation of the Existing Notes.

As previously announced by the Company, (i) pursuant to that certain Note Purchase Agreement, dated as of March 11, 2026, by and among the Company and the buyers party thereto, the Company` issued to certain of such buyers certain 10% original issue discount promissory notes in an aggregate original principal amount of $3,194,444.44 (collectively, the "Existing March Notes") and (ii) on April 10, 2026, the Company issued to certain of such buyers certain 25% original issue discount promissory notes in an aggregate original principal amount of $1,250,000 (collectively, the "Existing April Notes", and together with the Existing March Notes, the "Existing Notes"). In connection with the Purchase Agreement, the Existing Notes were consolidated into the Notes.

Additionally, on June 3, 2026, pursuant to and in connection with the Purchase Agreement, Ignite entered into a Security and Pledge Agreement (the "Security Agreement") with the collateral agent named therein (the "Collateral Agent"), pursuant to which the Ignite granted to the Collateral Agent, for the ratable benefit of the Investors, a valid, perfected and enforceable security interest in certain assets of the Ignite and its subsidiaries, which assets include substantially all of the assets of Ignite.

Additionally, on June 3, 2026, pursuant to and in connection with the Purchase Agreement, the Company entered into a Pledge Agreement (the "Pledge Agreement") by and between the Company and the Collateral Agent, pursuant to which the Company pledged as collateral the equity held by the Company in Ignite.

The foregoing descriptions of the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, forms of which are attached hereto as Exhibit 10.1, Exhibit 10.2,Exhibit 10.3, and 10.4 respectively, and each of which is incorporated herein by reference.

The Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement contain customary representations and warranties, covenants and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of such agreements and in the context of the specific relationship between the parties thereto. The provisions of the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, including any representations and warranties contained therein, are not for the benefit of any party other than the parties thereto and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in our annual, quarterly and current reports we file with the SEC.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.