| Offering Note |
| (1) |
Aggregate
number of securities to which transaction applies: As of August 22, 2025 the maximum number of shares of common stock to which this
transaction applies is (a) 118,656,354 shares of common stock entitled to receive the per share merger consideration; and (b) 2,300
shares of Company Series E-1 Preferred Stock (“Series E-1 Shares”) and 1,573 shares of Company Series G-1 Preferred Stock (“Series
G-1 Shares”), each of which shall be entitled to a one to one exchange
with Aditxt Series A-2 Preferred Stock (the “Parent Preferred Stock”). |
| (2) |
Calculated
solely for the purpose of determining the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The proposed maximum aggregate value of the transaction is calculated based on the sum of (a) $1,800,000
which represents the cash payment amount to be paid by Aditxt, Inc. (“Aditxt”), to purchase all shares of Company common
stock, in connection with the completion of the transactions contemplated by that certain Amended and Restated Agreement and Plan
of Merger, dated July 12, 2024 (the “Merger Agreement”), by and among Aditxt, Evofem Biosciences, Inc. (the “Company”),
and Adifem, Inc., a Delaware corporation and wholly owned subsidiary of Aditxt, and (b) $5,138,000.00, representing (i) an estimated
5,138 Parent Preferred Stock shares that will be issued to those holders of Company Series E-1 Shares and Company Series G-1 Shares
in connection with the completion of the transactions contemplated by the Merger Agreement multiplied by (ii) $1,000.00, which
is the stated value of the Parent Preferred Stock, par value $0.001 per share, as listed in form of Certificate of Designation which
is Appendix L herein. |
| (3) |
In
accordance with Section 14(g) of the Exchange Act and Rule 0-11 of the Exchange Act, the filing fee was determined by multiplying
the proposed maximum aggregate value of the transaction calculated in note (2) above by 0.00015310. |
| (4) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, the Registrant is also registering an indeterminate
number of additional shares that may be issued and resold resulting from stock splits, stock
dividends or similar transactions. |
|