| STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY Common Stock On May 24, 2021, the Company increased the number
of authorized shares of the Company’s common stock, par value $0.001 per share, from 27,000,000 to 100,000,000 (the
“Authorized Shares Increase”) by filing a Certificate of Amendment (the “Certificate of Amendment”) to its Amended
and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In accordance with the General Corporation
Law of the State of Delaware, the Authorized Shares Increase and the Certificate of Amendment were approved by the stockholders of the
Company at the Company’s Annual Meeting of Stockholders on May 19, 2021. On September 13, 2022, the Company effectuated a 1
for 50 reverse stock split (the “2022 Reverse Split”). The Company’s stock began trading at the 2022 Reverse Split
price effective on the Nasdaq Stock Market on September 14, 2022. There was no change to the number of authorized shares of the Company’s
common stock. On August 17, 2023, the Company effectuated a 1 for 40 reverse stock split (the “2023 Reverse Split”). The
Company’s stock began trading at the 2023 Reverse Split price effective on the Nasdaq Stock Market on August 17, 2023. There was
no change to the number of authorized shares of the Company’s common stock. Formed in January 2023, our majority owned subsidiary
Pearsanta™, Inc. (“Pearsanta”) seeks to take personalized medicine to a new level by delivering “Health by the
Numbers.” On November 22, 2023, Pearsanta entered into an assignment agreement with FirstVitals LLC, an entity controlled by Pearsanta’s
CEO, Ernie Lee (“FirstVitals”), pursuant to which FirstVitals assigned its rights in certain intellectual property and website
domain to Pearsanta in consideration of the issuance of 500,000 shares of Pearsanta common stock to FirstVitals. On December 18, 2023,
the board of directors of Pearsanta adopted the Pearsanta 2023 Omnibus Equity Incentive Plan (the “Pearsanta Omnibus Incentive Plan”),
pursuant to which it reserved 15 million shares of common stock of Pearsanta for future issuance under the Pearsanta Omnibus Incentive
Plan and the Pearsanta 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent Service Provider Plan”) and
approved the issuance of 9.32 million options, exercisable into shares of Pearsanta common stock under the Pearsanta Parent Service Provider
Plan and the issuance of 4.0 million options, exercisable into shares of Pearsanta common stock, subject to vesting, and 1.0 million restricted
common stock shares under the Pearsanta Omnibus Incentive Plan. During the three months ended March 31, 2024,
the Company issued 50,000 shares of common stock as part of the MDNA asset purchase agreement. (See Note 9) During the three
months ended March 31, 2024, the Company issued 296,296 shares of common stock as part of a settlement agreement. (See Note 9) During the three months ended March 31, 2023,
the Company issued 4,675 shares of common stock and recognized expense of $168,300 in stock-based compensation for consulting
services. The stock-based compensation for consulting services is calculated by the number shares multiplied by the closing price on the
effective date of the contract. During the three months ended March 31, 2023, 44 Restricted Stock Units vested which resulted
in the issuance of shares. The Company recognized expense of $111,187 in stock-based compensation for the three months ended March
31, 2023. The stock-based compensation for shares issued or RSU’s granted during the period were valued based on the fair market
value on the date of grant. Closing of Private Placement On December 29, 2023, the Company entered into
a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “December Purchaser”)
for the issuance and sale in a private placement (the “December Private Placement”) of (i) pre-funded warrants (the “December
Pre-Funded Warrants”) to purchase up to 1,237,114 shares of the Company’s Common Stock, par value $0.001 at an exercise price
of $0.001 per share, and (ii) warrants (the “December Common Warrants”) to purchase up to 2,474,228 shares of the Company’s
Common Stock, at a purchase price of $4.85 per share. Pursuant to the Purchase Agreement, the Company
agreed to reduce the exercise price of certain outstanding warrants to purchase Common Stock of the Company (“Certain Outstanding
Warrants”) held by the Purchaser to $4.60 per share in consideration for the cash payment by the December Purchaser of $0.125 per
share of Common Stock underlying the Certain Outstanding Warrants, effective immediately. The December Private Placement closed on January
4, 2024. The net proceeds to the Company from the December Private Placement were approximately $5.5 million, after deducting placement
agent fees and expenses and estimated offering expenses payable by the Company. In addition, the Company agreed to pay H.C. Wainwright
& Co., LLC (“Wainwright”) certain expenses and issued to Wainwright or its designees warrants (the “December Placement
Agent Warrants”) to purchase up to an aggregate of 74,227 shares of Common Stock at an exercise price equal to $6.0625 per share.
The December Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to three years from
the date of issuance. Preferred Stock The Company is authorized to issue 3,000,000 shares
of preferred stock, par value $0.001 per share. There were 30,905 and 24,905 shares of preferred stock outstanding as of
March 31, 2024 and December 31, 2023, respectively.
Aditxt Preferred Share Class Quantity
Series A Preferred Stock -
Series A-1 Convertible Preferred Stock 22,280
Series B Preferred Stock -
Series B-1 Convertible Preferred Stock 6,000
Series B-2 Convertible Preferred Stock 2,625
Series C Preferred Stock -
Total Aditxt Preferred Shares Outstanding 30,905 Issuance of Series A-1 Preferred Stock: On December 11, 2023 (the “Execution Date”),
the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Adicure, Inc., 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
610,000 shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”); 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 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 Preferred Stock. See Series A-1 Preferred Stock certificate of designation incorporated by reference to this document. On December 22, 2023, the Company entered into
an Exchange Agreement (the “Exchange Agreement”) with the holders (the “Holders”) of an aggregate of 22,280 shares
of Series F-1 Convertible Preferred Stock of Evofem (the “Evofem Series F-1 Preferred Stock”) agreed to exchange their respective
shares of Evofem Series F-1 Preferred Stock for an aggregate of 22,280 shares of a new series of convertible preferred stock of the Company
designated as Series A-1 Convertible Preferred Stock, $0.001 par value, (the “Series A-1 Preferred Stock”). The following is only a summary of the Series
A-1 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series A-1 Certificate of Designations,
a copy of which is filed as Exhibit 3.1 to our Current Report on Form 8-K filed on December 26, 2023 and is incorporated by reference
herein. Designation, Amount, and Par Value: The number
of Series A-1 Preferred Stock designated is 22,280 shares. The shares of Series A-1 Preferred Stock have a par value of $0.001 per share
and a stated value of $1,000 per share. Conversion Price: The Series A-1 Preferred Stock
will be convertible into shares of Common Stock at an initial conversion price of $4.44 (subject to adjustment pursuant to the Series
A-1 Certificate of Designations) (the “Conversion Price”). The Certificate of Designations also provides that in the event
of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series A-1 Preferred
Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient
of (x) the 25% redemption premium multiplied by (y) the amount of Series A-1 Preferred Stock subject to such conversion. “Triggering
Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible market for five
consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default in payment of
indebtedness in an aggregate amount of $500,000 or more (the Company is currently in default for payments greater than $500,000), (iv)
proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary
bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $100,000. “Alternate
Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.888 (the “Floor
Price”) and (y) 80% of the volume weighted average price (“VWAP”) of the Common Stock on the trading day immediately
preceding the delivery of the applicable conversion notice. Further, the Series A-1 Certificate of Designations provides that if on any
of the 90th and 180th day after each of the occurrence of any Stock Combination Event (as defined in the Series A-1 Certificate of Designations)
and the Applicable Date (as defined in the Series A-1 Certificate of Designations), the conversion price then in effect is greater than
the market price then in effect (the “Adjustment Price”), on such date then the conversion price shall automatically lower
to the Adjustment Price. Dividends: Holders of the Series A-1 Preferred
Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends
shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash,
in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: In the event of a Liquidation Event
(as defined in the Series A-1 Certificate of Designation), the holders the Series A-1 Preferred Stock shall be entitled to receive in
cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock of the Company,
equal to the greater of (A) 125% of the Conversion Amount (as defined in the Series A-1 Certificate of Designation) on the date of such
payment and (B) the amount per share such holder of Series A-1 Preferred Stock would receive if they converted such share of Series A-1
Preferred Stock into Common Stock immediately prior to the date of such payment Company Redemption: The Company may redeem all,
or any portion, of the Series A-1 Preferred Stock for cash, at a price per share of Series A-1 Preferred Stock equal to 115% of the greater
of (i) the Conversion Amount (as defined in the Series A-1 Certificate of Designation)being redeemed as of the Company Optional Redemption
Date (as defined in the Series A-1 Certificate of Designation) and (ii) the product of (1) the Conversion Rate (as defined in the Series
A-1 Certificate of Designation) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied
by (2) the greatest Closing Sale Price (as defined in the Certificate of Designation) of the Common Stock on any Trading Day during the
period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Certificate of Designation)
and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under the Certification
of Designation. Maximum Percentage: Holders of Series A-1 Preferred
Stock are prohibited from converting shares of Series A-1 Preferred Stock into shares of Common Stock if, as a result of such conversion,
such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total
number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: The holders of the Series A-1 Preferred
Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with
any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall
they be entitled to participate in any meeting of the holders of Common Stock, except as expressly provided in the Certificate of Designations
and where required by the DGCL. Issuance of Series B Preferred Stock: On July 19, 2022, the Company entered into a Subscription
and Investment Representation Agreement with its Chief Executive Officer (the “Purchaser”), pursuant to which the Company
agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock (the “Preferred Stock”),
par value $0.001 per share, to the Purchaser for $20,000 in cash. On July 19, 2022, the Company filed a certificate
of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing,
designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides
that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s
common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation
to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action by the holder,
on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting rights except
as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or
exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with
respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale,
dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled
to receive dividends of any kind. See Series B Preferred Stock certificate of designation incorporated by reference to this document. The outstanding share of Preferred Stock shall
be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion
or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split.
Upon such redemption, the holder of the Preferred Stock will receive consideration of $20,000 in cash. Redemption of Series B Preferred Stock On October 7, 2022, the Company paid $20,000 in
consideration for the one share of Preferred Stock which was redeemed on September 13, 2022. Series B-1 Preferred Stock Certificate of Designation On January 24, 2024,
the Company filed a Certificate of Designations for its Series B-1 Preferred Stock with the Secretary of State of Delaware (the “Series
B-1 Certificate of Designations”). The following is only a summary of the Series B-1 Certificate of Designations, and is qualified
in its entirety by reference to the full text of the Series B-1 Certificate of Designations, a copy of which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference herein. Designation, Amount,
and Par Value: The number of Series B-1 Preferred Stock designated is 6,000 shares. The shares of Series B-1 Preferred Stock have
a par value of $0.001 per share and a stated value of $1,000 per share. Conversion Price: The
Series B-1 Preferred Stock will be convertible into shares of Common Stock at an initial conversion price of $4.06 (subject to adjustment
pursuant to the Series B-1 Certificate of Designations) (the “Conversion Price”). The
Series B-1 Certificate of Designations also provides that in the event of certain Triggering Events (as defined below) any holder may,
at any time, convert any or all of such holder’s Series Preferred Stock
at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and (ii) the quotient of
(x) the 125% redemption premium multiplied by (y) the amount of Series Preferred
Stock subject to such conversion. “Triggering Events” include, among others, (i) a suspension of trading or the failure to
be traded or listed on an eligible market for five consecutive days or more, (ii) the failure to remove restrictive legends when required,
(iii) the Company’s default in payment of indebtedness in an aggregate amount of $500,000 or more, (iv) proceedings for a bankruptcy,
insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of a voluntary bankruptcy proceeding,
and (viii) final judgments against the Company for the payment of money in excess of $500,000. “Alternate Conversion Price”
means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.9420 (the “Floor Price”)
and (y) 80% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five consecutive trading day
period ending and including the trading day immediately preceding the delivery of the applicable conversion notice. Further, the Series Certificate
of Designations provides that if on any of the 90 th th Certificate of Designations) and
the Applicable Date (as defined in the Series Certificate of Designations),
the conversion price then in effect is greater than the market price then in effect (the “Adjustment Price”), on such date
then the conversion price shall automatically lower to the Adjustment Price. Dividends: Holders of
the Series B-1 Preferred Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole
discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and
other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated
Value of such Preferred Share. Liquidation: Company Redemption: The
Company may redeem all, or any portion, of the Series B-1 Preferred Stock for cash, at a price per share of Series B-1 Preferred Stock
equal to 115% of the greater of (i) the Conversion Amount (as defined in the Series B-1 Certificate of Designations) being redeemed as
of the Company Optional Redemption Date (as defined in the Series B-1 Certificate of Designations) and (ii) the product of (1) the Conversion
Rate (as defined in the Series B-1 Certificate of Designations) with respect to the Conversion Amount being redeemed as of the Company
Optional Redemption Date multiplied by (2) the greatest Closing Sale Price (as defined in the Series B-1 Certificate of Designations)
of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption
Notice Date (as defined in the Series B-1 Certificate of Designations) and ending on the Trading Day immediately prior to the date the
Company makes the entire payment required to be made under the Certification of Designation. Maximum Percentage: Holders
of Series B-1 Preferred Stock are prohibited from converting shares of Series B-1 Preferred Stock into shares of Common Stock if, as a
result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: Issuance of Series B-2 Preferred Stock: On December 29, 2023, the Company entered into
an Exchange Agreement (the “Note Exchange Agreement”) with the Noteholder, pursuant to which the Noteholder agreed, subject
to the terms and conditions set forth therein, to exchange the Note, including all accrued but unpaid interest thereon, for an aggregate
of 2,625 shares of a new series of convertible preferred stock of the Company, designated as Series B-2 Convertible Preferred Stock, $0.001
par value (the “Series B-2 Preferred Stock”). See Series B-2 Preferred Stock certificate of designation incorporated by reference
to this document. The following is only a summary of the Series
B-2 Certificate of Designations, and is qualified in its entirety by reference to the full text of the Series B-2 Certificate of Designations,
a copy of which is filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 2, 2024. Designation, Amount, and Par Value: The number
of Series B-2 Preferred Stock designated is 2,625 shares. The shares of Series B-2 Preferred Stock have a par value of $0.001 per share
and a stated value of $1,000 per share. Conversion Price: The Series B-2 Preferred Stock
will be convertible into shares of Common Stock at an initial conversion price of $4.71 (subject to adjustment pursuant to the Series
B-2 Certificate of Designations) (the “Conversion Price”). The Series B-2 Certificate of Designations also provides that in
the event of certain Triggering Events (as defined below) any holder may, at any time, convert any or all of such holder’s Series
B-2 Preferred Stock at an alternate conversion rate equal to the product of (i) the Alternate Conversion Price (as defined below) and
(ii) the quotient of (x) the 125% redemption premium multiplied by (y) the amount of Series B-2 Preferred Stock subject to such conversion.
“Triggering Events” include, among others, (i) a suspension of trading or the failure to be traded or listed on an eligible
market for five consecutive days or more, (ii) the failure to remove restrictive legends when required, (iii) the Company’s default
in payment of indebtedness in an aggregate amount of $500,000 or more(the Company is currently in default for payments greater than $500,000),
(iv) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (v) commencement of
a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $500,000. “Alternate
Conversion Price” means the lowest of (i) the applicable conversion price the in effect, (ii) the greater of (x) $0.9420 (the “Floor
Price”) and (y) 80% of the lowest volume weighted average price (“VWAP”) of the Common Stock during the five consecutive
trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice. Further,
the Series B-2 Certificate of Designations provides that if on any of the 90th and 180th day after each of the occurrence of any Stock
Combination Event (as defined in the Series B-2 Certificate of Designations) and the Applicable Date (as defined in the Series B-2 Certificate
of Designations), the conversion price then in effect is greater than the market price then in effect (the “Adjustment Price”),
on such date then the conversion price shall automatically lower to the Adjustment Price. Dividends: Holders of the Series B-2 Preferred
Stock shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, which Dividends
shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash,
in securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share. Liquidation: In the event of a Liquidation Event
(as defined in the Series B-2 Certificate of Designations), the holders the Series B-2 Preferred Stock shall be entitled to receive in
cash out of the assets of the Company, before any amount shall be paid to the holders of any other shares of capital stock of the Company,
equal to the greater of (A) 125% of the Conversion Amount (as defined in the Series B-2 Certificate of Designation) on the date of such
payment and (B) the amount per share such holder of Series B-2 Preferred Stock would receive if they converted such share of Series B-2
Preferred Stock into Common Stock immediately prior to the date of such payment. Company Redemption: The Company may redeem all,
or any portion, of the Series B-2 Preferred Stock for cash, at a price per share of Series B-2 Preferred Stock equal to 115% of the greater
of (i) the Conversion Amount (as defined in the Series B-2 Certificate of Designations) being redeemed as of the Company Optional Redemption
Date (as defined in the Series B-2 Certificate of Designations) and (ii) the product of (1) the Conversion Rate (as defined in the Series
B-2 Certificate of Designations) with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied
by (2) the greatest Closing Sale Price (as defined in the Series B-2 Certificate of Designations) of the Common Stock on any Trading Day
during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Series
B-2 Certificate of Designations) and ending on the Trading Day immediately prior to the date the Company makes the entire payment required
to be made under the Certification of Designation. Maximum Percentage: Holders of Series B-2 Preferred
Stock are prohibited from converting shares of Series B-2 Preferred Stock into shares of Common Stock if, as a result of such conversion,
such holder, together with its affiliates, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the total
number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. Voting Rights: The holders of the Series B-2 Preferred Stock shall
have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series
or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled
to participate in any meeting of the holders of Common Stock, except as expressly provided in the Series B-2 Certificate of Designations
and where required by the DGCL. Series C Preferred Stock On July 11, 2023, the Company filed a certificate
of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing,
designating the rights, preferences, privileges and restrictions of the share of Preferred Stock. The Certificate of Designation provides
that the share of Preferred Stock will have 250,000,000 votes and will vote together with the outstanding shares of the Company’s
common stock as a single class exclusively with respect to any proposal to amend the Company’s Amended and Restated Certificate
of Incorporation to effect a reverse stock split of the Company’s common stock. The Preferred Stock will be voted, without action
by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Preferred Stock otherwise has no voting
rights except as otherwise required by the General Corporation Law of the State of Delaware. The Preferred Stock is not convertible into, or
exchangeable for, shares of any other class or series of stock or other securities of the Company. The Preferred Stock has no rights with
respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale,
dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Preferred Stock will not be entitled
to receive dividends of any kind. The outstanding share of Preferred Stock shall
be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion
or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split.
Upon such redemption, the holder of the Preferred Stock will receive consideration of $1,000 in cash. As of December 31, 2023, the share
has been redeemed and the consideration has been paid. On July 11, 2023, the Company entered into a Subscription
and Investment Representation Agreement (the “Subscription Agreement”) with Amro Albanna, its Chief Executive Officer, who
is an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s
Series C Preferred Stock, par value $0.001 per share (the “Preferred Stock”), to the Purchaser for $1,000 in cash. The sale
closed on July 11, 2023. The Subscription Agreement contains customary representations and warranties and certain indemnification rights
and obligations of the parties. See Series C Preferred Stock certificate of designation incorporated by reference to this document. On
August 17, 2023, the share was redeemed. Stock-Based Compensation In October 2017, our Board of Directors adopted
the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity
awards to directors, employees, and consultants. The Company is authorized to issue up to 2,500,000 shares of our common
stock pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after
adoption, unless terminated earlier by the Board of Directors. All shares of our common stock pursuant to awards under the 2017 Plan
have been awarded. On February 24, 2021, our Board of Directors adopted
the Aditx Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for grants of nonqualified
stock options, incentive stock options, stock appreciation rights, restricted stock and restricted stock units, and other stock-based
awards (collectively, the “Awards”). Eligible recipients of Awards include employees, directors or independent contractors
of the Company or any affiliate of the Company. The Compensation Committee of the Board of Directors (the “Committee”) administers
the 2021 Plan. A total of 60,000 shares of common stock, par value $0.001 per share, of the Company may be issued pursuant
to Awards granted under the 2021 Plan. The exercise price per share for the shares to be issued pursuant to an exercise of a stock option
will be no less than one hundred percent (100%) of the Fair Market Value (as defined in the 2021 Plan) of a share of Common Stock on the
date of grant. The 2021 Plan was submitted and approved by the Company’s stockholders at the 2021 annual meeting of stockholders,
held on May 19, 2021. During the three months ended March 31, 2024 and
2023, the Company granted no new options. The Company recognizes option The following is an analysis of the stock option
grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Weighted Outstanding December 31, 2023 45,572 $ 173.12 9.74 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31 |
