Exhibit 10.2


 


ADITXT, INC.


 


June 15, 2022


 


Holder of Common Stock Purchase Warrants


 


Re:Inducement Offer to Exercise Series C Common Stock Purchase
Warrants


 


Dear Holder:


 


Aditxt, Inc. (the “Company”)
is pleased to offer to you the opportunity to exercise certain Series C warrants to purchase shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), issued to you on December 3, 2021 (the “Existing Warrants”),
as set forth on the signature page hereto and currently held by you (the “Holder”). The issuance of the shares of Common
Stock underlying the Existing Warrants (the “Warrant Shares”) has been registered pursuant to the registration statement
on Form S-3 (File No. 333-257645) (the “Registration Statement”) in connection with a public offering. The Registration
Statement is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for
the issuance or sale, as the case may be, of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the New Warrants (as defined below).


 


In consideration for exercising
in full those certain Existing Warrants held by you and set forth on your signature page hereto (the “Warrant Exercise”)
at a reduced exercise price per Warrant Share of $0.15 (reduced from $1.15 per Warrant Share), the Company hereby offers to issue you
or your designee:


 


a new unregistered Common
Stock Purchase Warrant (“New Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), to purchase up to 20,399,517 shares (the “New Warrant Shares”) of Common Stock of the Company, which
New Warrant shall be substantially in the form as reflected in Exhibit A hereto, will be exercisable commencing six (6) months
following the date of issuance, and have a term of five and one-half years from the issuance date, and an exercise price per share equal
to $0.2479.


 


In addition, in connection
with the exercise of the Warrant Exercise, the exercise price of the remaining 2,457,623 Existing Warrants held by you, will be reduced
to $0.2479 per Warrant Share (reduced from $1.15 per Warrant Share) and will become non-exercisable for a period of six (6) months commencing
on the Closing Date (as such term is defined hereunder).


 


The original New Warrant certificate(s)
will be delivered within two (2) Trading Days following the date hereof. Notwithstanding anything herein to the contrary, in the event
that any Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership
Limitation”) set forth in Section 3.3.10 of the Existing Warrants (or, if applicable and at the Holder’s election, 9.99%),
the Company shall only issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the maximum number
of Warrant Shares permitted thereunder, as directed by the Holder, with the balance to be held in abeyance until notice from the Holder
that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through the
Existing Warrants which shall be deemed prepaid thereafter (including the payment in full of the exercise price), and exercised pursuant
to a Notice of Exercise in the Existing Warrant (provided no additional exercise price shall be due and payable).


 


Expressly subject to the
paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter below, with such acceptance
constituting Holder’s exercise in full of the Existing Warrants for an aggregate exercise price set forth on the Holder’s
signature page hereto (the “Warrants Exercise Price”) on or before [07:30] a.m., Eastern Time, on June 15, 2022 (the
“Execution Time”).




 






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In addition, by signing below,
the undersigned Holder hereby acknowledges and agreed that it has previously consented to Amendment to 1 to the Series C Warrant Agent
Agreement, a copy of which is attached hereto as Exhibit A.


 


Additionally, the Company
agrees to the representations, warranties and covenants set forth on Annex A attached hereto. Holder represents and warrants that,
as of the date hereof it is, and on each date on which it exercises any New Warrants it will be, an “accredited investor”
as defined in Rule 501 of the Securities Act, and agrees that the New Warrants will contain restrictive legends when issued, and neither
the New Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants will be registered under the Securities Act,
except as provided in Annex A attached hereto. Also, Holder represents and warrants that it is acquiring the New Warrants as principal
for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of the New Warrants (this representation is not limiting Holder’s right to sell the New Warrant Shares pursuant to
an effective registration statement under the Securities Act or otherwise in compliance with applicable federal and state securities laws).


 


The Holder understands that
the New Warrants and the New Warrant Shares are not, and may never be, registered under the Securities Act, or the securities laws of
any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially similar to the following:


 


“THIS SECURITY
HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.”


 


Certificates evidencing the
New Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the
resale of such New Warrant Shares is effective under the Securities Act, (ii) following any sale of such New Warrant Shares pursuant
to Rule 144 under the Securities Act, (iii) if such New Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise
of the New Warrant), without the requirement for the Company to be in compliance with the current public information required under Rule
144 as to such New Warrant Shares and without volume or manner-of-sale restrictions, (iv) if such New Warrant Shares may be sold
under Rule 144 (assuming cashless exercise of the New Warrant) and the Company is then in compliance with the current public information
required under Rule 144 as to such New Warrant Shares, or (v) if such legend is not required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission (the “Commission”)
and the earliest of clauses (i) through (v), the “Delegend Date”)). The Company shall cause its counsel to issue a
legal opinion to the Transfer Agent promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the
removal of the legend hereunder, or at the request of the Holder, which opinion shall be in form and substance reasonably acceptable
to the Holder. From and after the Delegend Date, such New Warrant Shares shall be issued free of all legends. The Company agrees that
following the Delegend Date or at such time as such legend is no longer required under this Section, it will, no later than two (2) Trading
Days following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing the New Warrant Shares issued
with a restrictive legend (such second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause
to be delivered to the Holder a certificate representing such shares that is free from all restrictive and other legends or, at the request
of the Holder shall credit the account of the Holder’s prime broker with the Depository Trust Company System as directed by the
Holder.  




 






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In addition to the Holder’s
other available remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages and not as a penalty, for each
$1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such New Warrant Shares are submitted to the Transfer
Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after
such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend
and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the Legend Removal Date a certificate
representing the New Warrant Shares so delivered to the Company by the Holder that is free from all restrictive and other legends and
(b) if after the Legend Removal Date the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares
of Common Stock equal to all or any portion of the number of shares of Common Stock that the Holder anticipated receiving from the Company
without any restrictive legend, then, an amount equal to the excess of the Holder’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket
expenses, if any) (the “Buy-In Price”) over the product of (A) such number of New Warrant Shares that the Company was
required to deliver to the Holder by the Legend Removal Date and for which the Holder was required to purchase shares to timely satisfy
delivery requirements, multiplied by (B) the weighted average price at which the Holder sold that number of shares of Common Stock.  


 


From the date hereof until
seven (7) days after the Closing Date, neither the Company nor any Subsidiary shall (A) issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any Common Stock or Common Stock Equivalents or (B) file any registration statement or any amendment
or supplement to any existing registration statement (other than the resale registration statement referred to herein or prospectus supplements
to the Registration Statements to reflect the transactions contemplated hereby).


 


If this offer is accepted
and the transaction documents are executed by the Execution Time, then on or before 09:00 a.m., Eastern Time, on June 15, 2022, the Company
shall issue a press release and/or file a Current Report on Form 8-K with the Commission disclosing all material terms of the transactions
contemplated hereunder. From and after the issuance of such press release or the filing of such Current Report on Form 8-K, as applicable,
the Company represents to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company,
or any of its respective officers, directors, employees or agents in connection with the transactions contemplated hereunder. In addition,
effective upon the issuance of such press release and/or Current Report on Form 8-K, the Company acknowledges and agrees that any and
all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other
hand, shall terminate. The Company represents, warrants and covenants that, upon acceptance of this offer, the Warrant Shares shall be
issued free of any legends or restrictions on resale by Holder.


 


No later than the second
(2nd) Trading Day following the date hereof, the closing shall occur at such location as the parties shall mutually agree. Unless otherwise
directed by H.C. Wainwright & Co., LLC (the “Placement Agent”), settlement of the Warrant Shares shall occur via
“Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Warrant Shares
registered in the Holders’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent
identified by each Holder; upon receipt of such Warrant Shares, the Placement Agent shall promptly electronically deliver such Warrant
Shares to the applicable Holder, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to
the Company). The date of the closing of the exercise of the Existing Warrants shall be referred to as the “Closing Date”.


 


***************



 






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	 	Sincerely yours,
	 	 	 
	 	ADITXT, INC.
	 	 	 
	 	By:	/s/ Amro Albanna
	 	Name: 	Amro Albanna
	 	Title:	Chief Executive Office









 



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Accepted and Agreed to:


 


Name of Holder: Armistice Capital Master Fund
Ltd.


 


Signature of Authorized Signatory of Holder:
/s/ Steven Boyd


 


Name of Authorized Signatory: Steven Boyd


 


Title of Authorized Signatory: CIO of Armistice
Capital, LLC, the Investment Manager


 


Number of Existing Warrants being Exercised: 8,970,947


 


Aggregate Warrant Exercise Price: $1,345,642.05


 


Number of Existing Warrants for which Exercise
Price is being Reduced: 2,457,623


 


New Warrants: 20,399,517


 


Beneficial Ownership Blocker:☒  4.99%
or  ☐ 9.99%


 


DTC Instructions:


  



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Annex A


 


Representations, Warranties
and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:


 


		a)	SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein “SEC Reports”). As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been
an issuer subject to Rule 144(i) under the Securities Act.



 


		b)	Authorization; Enforcement. The Company has the requisite corporate power and authority to enter
into and to consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this letter agreement by the Company and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by
the Company, its board of directors or its stockholders in connection therewith. This letter agreement has been duly executed by the Company
and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.



 


		c)	No Conflicts. The execution, delivery and performance of this letter agreement by the Company and
the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision
of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation
of any  liens, claims, security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection
with, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)
of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material
understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset
of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected
to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results
of operations of the Company, taken as a whole, or in its ability to perform its obligations under this letter agreement.



 


		d)	Registration Obligations. The Company shall prepare and
file with the Commission a registration statement relating to the resale of the New Warrant Shares by the holders of the New Warrants
under the Securities Act and use commercially reasonable best efforts
to cause such registration statement to be declared effective by the Commission within 180 days following the Closing Date.



 


		e)	Trading Market. The transactions contemplated under this letter agreement comply with all the rules
and regulations of the Nasdaq Capital Market.



 






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EXHIBIT A


AMENDMENT NO. 1 SERIES C WARRANT
AGENT AGREEMENT




 


 


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