Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement

Private Placement of Senior Unsecured Promissory Notes

On April 10, 2026, Aditxt, Inc. (the "Company") issued and sold senior unsecured promissory notes (each, a "Note," and collectively, the "Notes") to accredited investors in the aggregate original principal amount of $1,250,000 for an aggregate purchase price of $1,000,000, reflecting an aggregate original issue discount of $250,000. The Notes bear interest at a rate of 10% per annum, payable monthly, and mature on September 30, 2026. Pursuant to the Notes, if the Company sells shares of Common Stock pursuant to an at-the-market offering or equity line of credit, 100% of the aggregate gross proceeds from such sales, less reasonable and documented legal fees and expenses, must be applied on a weekly basis to redeem the Notes at a redemption price equal to 120% of the outstanding amount redeemed. The Notes also permit the Company to redeem all, but not less than all, of the outstanding amount of the Notes at 120% of the outstanding amount redeemed, subject to the terms of the Notes. In addition, upon an event of default, holders may require the Company to redeem the Notes at 125% of the outstanding amount being redeemed, and upon a bankruptcy event of default, the Company must immediately pay an amount equal to 125% of all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges. The Notes also grant one specific noteholder the right to withhold applicable equity line and at-the-market proceeds for direct distribution to the holders until the Notes are repaid in full. Following the maturity date and until the Notes have been redeemed or otherwise satisfied, the Notes contain various negative covenants, including restrictions on indebtedness, liens, dividends and other restricted payments, asset transfers and the early maturity or acceleration of other indebtedness.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of Note filed as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in "Item 1.01 Entry Into a Material Definitive Agreement" relating to the issuance of the Notes is incorporated by reference herein in its entirety.