Aditxt, Inc.

Item 1.01. Entry into a Material Definitive Agreement. On July 16, 2026, Aditxt, Inc. (the “Company”) entered into Amendment No.2 to Note Purchase Agreement (the “Amendment”) 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 previously announced Note Purchase Agreement, dated June 3, 2026, as amended on June 22, 2026 by the previously announced Amendment No.1 to Note Purchase Agreement (as amended, the “Purchase Agreement”), was amended to (i) allow a new party to join the Purchase Agreement as an Investor; (ii) cancel a Note (defined below) (the “Cancelled Note”) previously issued pursuant to the Note Purchase Agreement, and (iii) issue two additional Notes pursuant to the Purchase Agreement (the “Additional Notes”). The original principal amount of the Cancelled Note is equal to the aggregate original principal amount of the Additional Notes, and the Amendment did not result in an increase or decrease to the aggregate original principal amount of the senior secured notes (the “Notes”) issued or issuable pursuant to the Note Purchase Agreement. The Additional Notes, together with the previously issued Notes, will be secured by 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 pursuant to that certain Security and Pledge Agreement (the “Security Agreement”) by and among the Company, Ignite and the collateral agent named therein (the “Collateral Agent”). The Additional Notes, together with the previously issued Notes, will be further secured by a pledged by the Company of all of the equity held by the Company in Ignite pursuant to that certain Pledge Agreement (the “Pledge Agreement”) by and between the Company and the Collateral Agent. The foregoing descriptions of the Amendment, 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 Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, forms of which are attached hereto or incorporated herein by reference as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, and Exhibit 10.6, respectively. The Purchase Agreement, the Amendment, 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 Amendment, 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.

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Purchase Agreement, the offer and sale of the Additional Notes by the Company to the Investors under the Purchase Agreement as amended by the Amendment is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act. Each Investor represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D, and that it is acquiring the shares for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act.