Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

As previously reported in that Current Report on Form 8-K dated July 18, 2024, on July 12, 2024, the Company, Aditxt, Inc., a Delaware Corporation ("Aditxt"), and Adifem, Inc., a Delaware corporation and wholly-owned subsidiary of Aditxt entered into an Amended and Restated Merger Agreement (as amended August 16, 2024 and September 6, 2024, the "A&R Merger Agreement").

As part of the consideration for the A&R Merger Agreement, the Company agreed to enter into a Securities Purchase Agreement (the "Purchase Agreement") for a private placement (the "Private Placement") with Aditxt. The closing of the Private Placement was completed on September 20, 2024 (the "Closing Date").

Pursuant to the Purchase Agreement, Aditxt agreed to purchase an aggregate of 260 shares of the Company's Series F-1 Preferred Stock, par value $0.0001 per share (the "F-1 Preferred Stock") for an aggregate purchase price of $260,000. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the F-1 Preferred Stock are set forth in the F-1 Preferred Stock certificate of designation, as filed with the US Securities and Exchange Commission (the "Commission") in that Current Report on Form 8-K dated on December 12, 2023.

The Purchase Agreement contains customary representations and warranties of the Company and Aditxt.

Registration Rights Agreement

In connection with the closing of the Purchase Agreement, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with Aditxt, which provides that the Company will register the resale the shares of Company common stock issuable upon conversion of the F-1 Preferred Shares. The Company is required to prepare and file a registration statement on Form S-3 with the Commission no later than the 300th calendar day following the signing date for the Purchase Agreement and to use its commercially reasonable efforts to have the registration statement declared effective by the Commission within 90 days of the filing of such registration statement, subject to certain exceptions and specified penalties if timely effectiveness is not achieved.

The Company has also agreed to, among other things, indemnify Aditxt, its officers, directors, agents, partners, members, managers, stockholders, affiliates, investment advisers and employees of each of them under the registration statement from certain liabilities and pay all fees and expenses (excluding any underwriting discounts and selling commissions) incident to the Company's obligations under the Registration Rights Agreement.

The securities to be issued and sold to Aditxt under the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

The foregoing summary of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the form of Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2, to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

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