Material Agreement - Form 425

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in a Current Report on Form 8-K filed by the Aditxt, Inc. (the "Company"), on December 11, 2023 the Company entered into an Agreement and Plan of Merger (the "Merger Agreement")with Adifem, Inc. f/k/a 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.As previously reported in a Current Report on Form 8-K filed by the Company, on July 12, 2024, the Company, Merger Sub and Evofem entered into an Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement"), pursuant to which, among other things, the parties agreed that on or prior to (a) the date of this Agreement, July 12, 2024 (the "Initial Parent Equity Investment Date"), the Company shall purchase 500 shares of Evofem's Series F-1 Preferred Stock, par value $0.0001 per share ("F-1 Preferred Stock") for an aggregate purchase price of $500,000 (the "Initial Parent Equity Investment"), (b) August 9, 2024 (the "Second Parent Equity Investment Date"), the Company shall purchase an additional 500 shares of the F-1 Preferred Stock for an additional aggregate purchase price of $500,000 (the "Second Parent Equity Investment"), (c) the earlier of August 30, 2024 or five (5) business days of the closing of a public offering by the Company resulting in aggregate net proceeds to the Company of no less than $20,000,000, (such earlier date the "Third Parent Equity Investment Date"), the Company shall purchase an additional 2,000 shares of F-1 Preferred Stock for an additional aggregate purchase price of $2,000,000 (the "Third Parent Equity Investment") and (d) September 30, 2024, (the "Fourth Parent Equity Investment Date"), the Company shall purchase an additional 1,000 shares of the F-1 Preferred Stock for an additional aggregate purchase price of $1,000,000 (the "Fourth Parent Equity Investment").

As previously reported in the Company's Quarterly Report on form 10-Q for the quarterly period ended June 30, 2024, on August 16, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 1 to the Amended and Restated Merger Agreement ("Amendment No. 1"), pursuant to which the date by which the Company is to make the Third Parent Equity Investment was amended to the earlier of September 6, 2024 or five (5) business days of the closing of a public offering by Parent resulting in aggregate net proceeds to Parent of no less than $20,000,000. Except as set forth herein, the terms and conditions of the Amended and Restated Merger Agreement have not been modified.

On September 6, 2024, the Company, Merger Sub and Evofem entered into Amendment No. 2 to the Amended and Restated Merger Agreement ("Amendment No. 2"), pursuant to which the date by which the Company shall make the Third Parent Equity Investment was amended from September 6, 2024 to September 30, 2024 and adjust the amount of such investment from $2 million to $1.5 million, and to extend the date by which Aditxt shall make the Fourth Parent Equity Investment (as defined under the Amended and Restated Merger Agreement) was amended from September 30, 2024 to October 31, 2024 and adjust the amount of such investment from $1 million to $1.5 million.

The foregoing description of Amendment No. 2 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Important Information for Stockholders

This Current Report on Form 8-K and the exhibits hereto is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or a solicitation of any vote or approval, or of an offer to buy the securities of the Company or Evofem, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

In connection with the proposed transactions, the Company intends to file the Proxy Statement / Registration Statement with the SEC, which will include a proxy statement/prospectus of the Company. the Company also plans to file other documents with the SEC regarding the proposed transactions. After the Proxy Statement / Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus will be mailed to the stockholders of the Company. STOCKHOLDERS OF THE COMPANY AND EVOFEM ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Company and Evofem once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.