Aditxt, Inc. 10-Q

Item 1. Financial Statements ADITXT, INC. BALANCE SHEETS (Unaudited) September 30, December 31, 2021 2020 ASSETS CURRENT ASSETS: Cash $ 5,469,435 $ 10,500,826 Prepaid expenses 416,072 147,642 ROU asset - short term - 384,685 Note receivable 6,500,000 - TOTAL CURRENT ASSETS 12,385,507 11,033,153 Fixed assets, net 2,255,089 798,919 Intangible assets, net 240,970 321,000 ROU asset - long term 3,967,338 871,136 Deposits 315,655 72,296 Other assets 422,108 - TOTAL ASSETS $ 19,586,667 $ 13,096,504 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,655,976 $ 241,613 Financing of fixed asset – short term 744,299 587,588 Deferred rent 180,940 6,536 Lease liability - short term 1,019,613 391,221 TOTAL CURRENT LIABILITIES 3,600,828 1,226,958 Financing of fixed asset - long term 246,723 - Lease liability - long term 2,766,785 858,064 TOTAL LIABILITIES 6,614,336 2,085,022 STOCKHOLDERS’ EQUITY Preferred stock, $ 0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively - - Common stock, $ 0.001 par value, 100,000,000 shares authorized, 24,193,816 and 13,074,495 shares issued and 24,093,013 and 12,973,692 shares outstanding, respectively 24,198 13,078 Treasury stock, 100,803 and 100,803 shares, respectively ( 201,605 ) ( 201,605 ) Additional paid-in capital 56,450,015 32,079,187 Accumulated deficit ( 43,300,277 ) ( 20,879,178 ) TOTAL STOCKHOLDERS’ EQUITY 12,972,331 11,011,482 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 19,586,667 $ 13,096,504 See accompanying notes to the financial statements. 1 ADITXT, INC. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 OPERATING EXPENSES General and administrative expenses, including $ 650,325 , $ 874,363 , $ 2,887,657 and $ 1,564,129 , in stock-based compensation, respectively $ 4,451,545 $ 2,453,725 $ 14,348,375 $ 3,677,490 Research and development expenses, including $ 248,989 , $ 0 , $ 248,989 , and $ 0 in stock-based compensation, respectively 1,471,544 285,813 3,340,247 514,478 Sales and marketing expenses, including $ 0 , $ 0 , $ 0 , and $ 0 in stock-based compensation, respectively 150,056 5,000 252,562 7,848 Total operating expenses 6,073,145 2,744,538 17,941,184 4,199,816 NET LOSS FROM OPERATIONS ( 6,073,145 ) ( 2,744,538 ) ( 17,941,184 ) ( 4,199,816 ) OTHER EXPENSE Interest expense ( 38,198 ) - ( 74,587 ) ( 902 ) Interest income 42,838 116 43,267 116 Gain on forgiveness of debt - - - 32,500 Loss on extinguishment of debt ( 2,500,970 ) - ( 2,500,970 ) - Amortization of debt discount ( 1,191,254 ) - ( 1,845,358 ) ( 300,000 ) Total other expense ( 3,687,584 ) 116 ( 4,377,648 ) ( 268,286 ) Net loss before income taxes ( 9,760,729 ) ( 2,744,422 ) ( 22,318,832 ) ( 4,468,102 ) Income tax provision - - - - NET LOSS $ ( 9,760,729 ) $ ( 2,744,422 ) $ ( 22,318,832 ) $ ( 4,468,102 ) Net loss per share - basic and diluted $ ( 0.56 ) $ ( 0.37 ) $ ( 1.46 ) $ ( 0.88 ) Weighted average number of shares outstanding during the period - basic and diluted 17,380,505 7,439,225 15,270,814 5,091,584 See accompanying notes to the financial statements. 2 ADITXT, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited) Preferred Shares Outstanding Preferred Shares Par Common Shares Outstanding Common Shares Par Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity (Deficit) Balance December 31, 2020 - $ - 12,973,692 $ 13,078 $ ( 201,605 ) $ 32,079,187 $ ( 20,879,178 ) $ 11,011,482 Exercise of warrants - - 1,163,556 1,164 - 3,717,792 - 3,718,956 Issuance of shares for services - - 18,000 18 - 51,222 - 51,240 Issuance of shares for employee compensation - - 335,000 335 - 1,111,865 - 1,112,200 Stock option and warrant compensation - - - - - 301,462 - 301,462 Fair value of warrants issued with convertible note payable - - - - - 1,322,840 - 1,322,840 Warrant consideration for convertible note offering costs - - - - - 231,316 - 231,316 Net loss - - - - - - ( 6,379,667 ) ( 6,379,667 ) Balance March 31, 2021 (unaudited) - $ - 14,490,248 $ 14,595 $ ( 201,605 ) $ 38,815,684 $ ( 27,258,845 ) $ 11,369,829 Issuance of shares for services - - 68,000 68 - 181,792 - 181,860 Issuance of shares for employee compensation - - 130,000 130 - 331,370 - 331,500 Stock option and warrant compensation - - - - - 259,070 - 259,070 Net loss - - - - - - ( 6,178,436 ) ( 6,178,436 ) Balance June 30, 2021 (unaudited) - $ - 14,688,248 $ 14,793 $ ( 201,605 ) $ 39,587,916 $ ( 33,437,281 ) $ 5,963,823 Stock option and warrant compensation - - - - - 219,885 - 219,885 Issuance of shares for the conversion of debt - - 4,802,497 4,803 - 5,745,119 - 5,749,922 Issuance of shares and warrants for offering, net of issuance costs - - 4,583,334 4,583 - 10,115,418 - 10,120,001 Restricted stock unit compensation - - - 674,265 - 674,265 Issuance of shares for vested restricted stock units - - 16,000 16 - ( 16 ) - - Issuance of shares for services - - 2,934 3 - 5,161 - 5,164 Reduction in exercise price of warrants - - - - - 102,267 ( 102,267 ) - Net loss - - - - - - ( 9,760,729 ) ( 9,760,729 ) Balance September 30, 2021 (unaudited) - - 24,093,013 24,198 ( 201,605 ) 56,450,015 ( 43,300,277 ) 12,972,331 3 Preferred Shares Preferred Shares Common Shares Common Shares Treasury Additional Paid-in Accumulated Total Stockholders’ Outstanding Par Outstanding Par Stock Capital Deficit Equity (Deficit) Balance December 31, 2019 - $ - 3,821,087 $ 3,916 $ ( 189,625 ) $ 9,063,483 $ ( 11,729,951 ) $ ( 2,852,177 ) Issuance of shares for services - - 104,750 105 - 418,895 - 419,000 Stock option and warrant compensation - - - - - 110,437 - 110,437 Treasury stock - - ( 5,990 ) - ( 11,980 ) - - ( 11,980 ) Net loss - - - - - - ( 1,189,363 ) ( 1,189,363 ) Balance March 31, 2020 (unaudited) - $ - 3,919,847 $ 4,021 $ ( 201,605 ) $ 9,592,815 $ ( 12,919,314 ) $ ( 3,524,083 ) Exercise of warrants - - 30,975 31 - 185,819 - 185,850 Stock option and warrant compensation - - - - - 77,138 - 77,138 Issuance of shares for services - - 17,500 18 - 83,174 - 83,192 Adjustment to Common Shares due to reverse stock split - - ( 10 ) ( 1 ) - - - ( 1 ) Net loss - - - - - - ( 534,317 ) ( 534,317 ) Balance June 30, 2020 (unaudited) - $ - 3,968,312 $ 4,069 $ ( 201,605 ) $ 9,938,946 $ ( 13,453,631 ) $ ( 3,712,221 ) Exercise of warrants - - 3,709,778 3,712 - 20,982 - 24,694 Stock option and warrant compensation - - - - - 63,621 - 63,621 Issuance of shares for services - - 208,666 209 - 810,533 - 810,742 Issuance of shares for the settlement of accrued compensation and accounts payable - - 146,818 147 - 1,221,878 - 1,222,025 Issuance of shares and warrants for IPO, net of issuance costs - - 1,226,668 1,227 - 9,429,455 - 9,430,682 Issuance of shares and warrants for offering, net of issuance costs 1,250,000 1,250 1,150,000 1,150 - 8,524,376 - 8,526,776 Issuance of shares for the settlement of debt - - 62,500 63 - 124,937 - 125,000 Exercise conversion of preferred shares ( 1,250,000 ) ( 1,250 ) 1,250,000 1,250 - - - - Net loss - - - - - - ( 2,744,422 ) ( 2,744,422 ) Balance September 30, 2020 (unaudited) - - 11,722,742 11,827 ( 201,605 ) 30,134,728 ( 16,198,053 ) 13,746,897 See accompanying notes to the financial statements. 4 ADITXT, INC. STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended Nine Months Ended September 30, 2021 September 30, 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 22,318,832 ) $ ( 4,468,102 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 3,136,646 1,564,129 Depreciation expense 266,385 2,796 Amortization of intangible assets 80,030 - Amortization of debt discount 1,845,358 300,000 Loss on extinguishment of debt 2,500,970 - Changes in operating assets and liabilities: Prepaid expenses ( 268,430 ) ( 238,308 ) Deposits ( 243,359 ) ( 61,586 ) Accounts payable and accrued expenses 1,414,363 ( 1,302,193 ) Accrued compensation to related parties - 128,396 Net cash used in operating activities ( 13,586,869 ) ( 4,074,868 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets ( 900,693 ) ( 160,534 ) TI allowance receivable ( 226,738 ) - Deferred acquisition costs ( 152,630 ) - Note receivable and accrued interest ( 6,542,740 ) - Net cash used in investing activities ( 7,822,801 ) ( 160,534 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible note payable 5,000,000 375,000 Discount on convertible note payable from offering costs ( 526,460 ) - Repayments of note payable ( 315,790 ) ( 715,600 ) Common stock and warrants issued for cash, net of issuance costs 10,120,001 18,500,039 Offering costs - ( 423,139 ) Proceeds from exercise of warrants 3,718,956 210,546 Payments on financing of fixed asset ( 418,428 ) - Cash paid on extinguishment of note payable ( 1,200,000 ) - Net cash provided by financing activities 16,378,279 17,946,846 NET (DECREASE) INCREASE IN CASH ( 5,031,391 ) 13,711,444 CASH AT BEGINNING OF PERIOD 10,500,826 4,090 CASH AT END OF PERIOD $ 5,469,435 $ 13,715,534 Supplemental cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest expense $ 15,789 $ 5,842 NON-CASH INVESTING AND FINANCING ACTIVITIES: Liabilities assumed for common stock $ - $ 11,980 Issuance of shares for the conversion of notes payable $ 5,749,922 $ 125,000 Lease liability recognized from right of use asset $ 2,806,427 $ - Issuance of shares for the settlement of accounts payable $ - $ 1,222,025 Original offering discount on note payable $ 1,000,000 $ 300,000 Debt Discount from warrants issued with convertible note payable $ 1,322,840 $ - Debt Discount from warrant consideration for convertible debt offering costs $ 231,316 $ - Liability recognized for financed assets $ 821,862 $ 1,191,985 Reduction in exercise price of warrants $ 102,267 $ See accompanying notes to the financial statements. 5 ADITXT, INC. NOTES TO FINANCIAL STATEMENTS (unaudited) NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditxt, Inc. (“Aditxt” or the “Company”), formally known as Aditx Therapeutics, Inc., was incorporated in the State of Delaware on September 28, 2017 and the Company’s headquarters are located in Richmond, VA. The Company is a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. The Company is developing biotechnologies specifically focused on improving the health of the immune system through immune reprogramming and monitoring. The Company’s immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. The Company’s immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system and the Company plans to utilize them in its upcoming reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration. Offerings On July 2, 2020, the Company completed its initial public offering (“IPO”). In connection therewith, the Company issued 1,226,668 Units (the “Units”), at an offering price of $ 9.00 per Unit, resulting in gross proceeds of approximately $ 11.0 million. The Units issued in the IPO consisted of one share of common stock, one Series A warrant, and one Series B warrant. The Series A warrants originally had an exercise price of $ 9.00 and a term of 5 years. In addition, the Company issued a Unit Purchase Option at an exercise price of $ 11.25 per unit to the underwriters to purchase up to 67,466 units, with each unit consisting of (i) one share of common stock and (ii) one Series A warrant. On August 19, 2020, the Company modified the exercise price of the Series A warrants from $ 9.00 per share to $4.50 per share. The term of the Series A warrants was not modified. The Series B warrants have an exercise price of $ 11.25 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. As of September 30, 2021, substantially all of the Series B warrants issued in the IPO have been exercised pursuant to a cashless provision therein. On September 10, 2020, the Company completed a follow-on public offering (“September 2020 Offering”). In connection therewith, the Company issued 2,400,000 Units (the “Follow-On Units”), at an offering price of $ 4.00 per Follow-On Unit, resulting in gross proceeds of approximately $ 9.6 million. The Follow-On Units issued in the September 2020 Offering consisted of one share of common stock (or Series A Preferred Stock for investors who would own more than 4.99 % of the Company if they invested in common stock), one Series A-1 warrant, and one Series B-1 warrant. The Series A-1 warrants have an exercise price of $ 3.19 per share and a term of 5 years. The Series B-1 warrants have an exercise price of $ 5.00 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. In addition, the Company issued a warrant to the underwriters to purchase up to 60,000 shares of common stock at an exercise price of $ 5.00 per share. Subsequent to quarter end, substantially all of the Series B-1 warrants issued in the September 2020 Offering have been exercised pursuant to a cashless provision therein. On August 31, 2021, the Company completed a registered direct offering (“August 2021 Offering”). In connection therewith, the Company issued 4,583,334 shares of common stock, at a purchase price of $ 2.40 per share, resulting in gross proceeds of approximately $ 11.0 million. In a concurrent private placement, the Company issued warrants to purchase up to 4,583,334 shares. The warrants have an exercise price of $ 2.53 per share and are exercisable for a five-year period commencing six months from the date of issuance. In addition, the Company issued a warrant to the placement agent to purchase up to 229,166 shares of common stock at an exercise price of $ 3.00 per share. Risks and Uncertainties The Company has a limited operating history and has not generated revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in the biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. 6 On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raising efforts and additional development of our technologies may be negatively affected. NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated revenues to date. During the nine months ended September 30, 2021, the Company had a net loss of $ 22,318,832 and cash of $ 5,469,435 at September 30, 2021. The Company will be conducting medical research and development, and the time at which the Company will begin generating revenue is unknown. These factors indicate substantial doubt about the Company’s ability to continue as a going concern. The Company believes, however, that the funds raised by August 2021 Offering as well as its remaining availability of approximately $ 89.0 million to raise future funds pursuant to an effective shelf registration statement filed with the SEC on Form S-3 declared effective on July 13, 2021 will be sufficient to fund the Company’s operations for at least the next 12 months. Because of these factors, the Company believes that this alleviates substantial doubt in connection with the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While we believe in the viability of our strategy to generate sufficient revenue, control costs, and raise additional funds, when necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2021 and September 30, 2020. Although management believes that the disclosures in these unaudited financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 25, 2021. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021 or for any future interim periods. 7 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the fair value of stock options and warrants. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. 8 Offering Costs The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. Costs related to unsuccessful offerings are expensed. Leases Under Topic 842, adopted in 2020 with no impact related to adoption, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses, which are expensed as incurred. During the nine months ended September 30, 2021 and September 30, 2020, the Company incurred patent licensing fees for the patents of $ 76,245 and $ 258,635 , respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. During the nine months ended September 30, 2021 and September 30, 2020, the Company incurred research and development costs of $ 3,340,247 and $ 514,478 , respectively. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2021, 2,143,000 stock options, 1,428,800 restricted stock units, and 10,263,964 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of September 30, 2020, 1,110,000 stock options and 6,237,296 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. 9 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has elected to early adopt this ASU and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements. NOTE 4 – NOTE RECEIVABLE On August 25, 2021, the Company entered into a letter of intent ("the LOI") to acquire a biopharmaceutical company, the (“Target Company”), commercializing COVID-19 antiviral oral therapy. Key terms of the proposed transaction as stated in the Letter of Intent included: the completion of a proposed $ 6.5 million secured loan from the Company to the Target Company by August 31, 2021, as well as the issuance of such number of shares of the Company’s common stock that yields 50 % of the number of the Company’s outstanding shares post-closing of the transaction. The acquisition is subject to the satisfaction of numerous conditions, including satisfactory due diligence, the negotiation and execution of definitive agreements and other closing conditions, including board and shareholder approval and approval by Nasdaq of the listing of shares proposed to be issued in the transaction. The Company and the Target Company have agreed to an exclusivity period until September 30, 2021 (the “Exclusivity Period”), with a view to settling the definitive agreement. On September 30, 2021, the parties entered into a letter agreement pursuant to which they agreed to extend the Exclusivity Period until October 4, 2021. As contemplated by the Letter of Intent, on August 30, 2021, the Company entered into a secured credit agreement dated August 27, 2021 (the “Credit Agreement”) with the Target Company and certain affiliated entities, pursuant to which the Company made a secured loan to the Target Company in the principal amount of $ 6.5 million (the “Loan”). The Loan was funded on August 31, 2021, following the closing of the Company’s August 2021 Offering. The Loan bears interest at a rate of 8 % per annum and matures on November 30, 2021 or upon such earlier date as the Letter of Intent or Exclusivity Period is terminated in accordance with the terms thereof. The Loan is secured by certain accounts receivable and other assets of the Target Company and certain of its affiliates. The Credit Agreement also contains certain covenants that prohibit the Target Company from incurring additional indebtedness, incurring liens or making any dispositions of its property. NOTE 5 – FIXED ASSETS The Company’s fixed assets include the following on September 30, 2021: Cost Basis Accumulated Depreciation Net Computers $ 312,489 $ ( 48,798 ) $ 263,691 Lab Equipment 2,134,809 ( 232,590 ) 1,902,219 Office Furniture 83,345 ( 2,625 ) 80,720 Other Fixed Assets 8,605 ( 146 ) 8,459 Total Fixed Assets $ 2,539,248 $ ( 284,159 ) $ 2,255,089 The Company’s fixed assets include the following on December 31, 2020: Cost Basis Accumulated Depreciation Net Computers $ 54,579 $ ( 3,079 ) $ 51,500 Lab Equipment 750,658 ( 14,350 ) 736,308 Office Furniture 10,407 ( 312 ) 10,095 Other Fixed Assets 1,048 ( 32 ) 1,016 Total Fixed Assets $ 816,692 $ ( 17,773 ) $ 798,919 Depreciation expense was $ 99,857 for the three months ended September 30, 2021 and $ 2,796 for the three months ended for September 30, 2020. Depreciation expense was $ 266,385 for the nine months ended September 30, 2021 and $ 2,796 for the nine months ended for September 30, 2020. None of the Company’s fixed assets serve as collateral against any loans as of September 30, 2021 and December 31, 2020, other than those subject to the financed asset liability. 10 NOTE 6 – INTANGIBLE ASSETS The Company’s intangible assets include the following on September 30, 2021: Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ ( 80,030 ) $ 240,970 Total Intangible Assets $ 321,000 ( 80,030 ) $ 240,970 The Company’s intangible assets include the following on December 31, 2020: Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ - $ 321,000 Total Intangible Assets $ 321,000 - $ 321,000 Amortization expense was $ 26,970 for the three months ended September 30, 2021 and zero for the three months ended for September 30, 2020. Amortization expense was $ 80,030 for the nine months ended September 30, 2021 and zero for the nine months ended for September 30, 2020. None of the Company’s intangible assets serve as collateral against any loans as of September 30, 2021 and December 31, 2020. NOTE 7 – RELATED PARTY TRANSACTIONS On February 24, 2021, the Company granted 225,000 shares of restricted stock pursuant to the Company’s 2017 Equity Incentive Plan to the Company’s Chief Executive Officer. The Company recognized $ 747,000 in stock-based compensation for the issuance of these shares. The grant vests in equal annual installments over the course of (3) three years, beginning on March 31, 2021. On February 24, 2021, the Company granted 110,000 shares of restricted stock pursuant to the Company’s 2017 Equity Incentive Plan to the Company’s current President and former Chief Financial Officer. The Company recognized $ 365,200 in stock-based compensation for the issuance of these shares. The grant vests in equal annual installments over the course of (3) three years, beginning on March 31, 2021. On June 4, 2021, the Company granted 75,000 shares of restricted stock pursuant to the Company’s 2021 Equity Incentive Plan to the Company’s Chief Executive Officer. The Company recognized $ 191,250 in stock-based compensation for the issuance of these shares. On June 4, 2021, the Company granted 55,000 shares of restricted stock pursuant to the Company’s 2021 Equity Incentive Plan to the Company’s current President and former Chief Financial Officer. The Company recognized $ 140,250 in stock-based compensation for the issuance of these shares. On August 5, 2021, the Company granted 225,000 shares of Restricted Stock Units pursuant to the Company’s 2021 Equity Incentive Plan to officers and board members of the Company. 5,000 of these shares vested during the quarter, the remaining 220,000 shares are unvested as of September 30, 2021. The Company recognized $ 46,264 in stock-based compensation for the issuance of these vested and unvested shares during the three months ended September 30, 2021. 11 NOTE 8 – FINANCING AGREEMENT In February 2021, the Company entered into an additional 24-month financing agreement for lab equipment. The aggregate cost of this financing agreement, net of a $ 200,000 down payment is $ 892,094 , of which $ 821,861 represents principal and $ 70,233 represents interest. The financing agreement has an interest rate of 8 % per year. NOTE 9 – CONVERTIBLE NOTE PAYABLE On January 25, 2021, the Company entered into a Securities Purchase Agreement with an institutional accredited investor (the “Investor”) for the offering, sale, and issuance of a $ 6,000,000 Senior Convertible Promissory Note (the “January 2021 Securities Purchase Agreement, or the Convertible Note”). The Convertible Note had a twenty-four-month term and was convertible at the option of the Investor at any time prior to maturity in shares of common stock at an initial conversion price of $ 4.00 per share. Pursuant to the January 2021 Securities Purchase Agreement, the Company also issued a warrant to the Investor to purchase up to 800,000 shares of the Company’s common stock. The warrant is immediately exercisable for a period of three (3) years at an exercise price of $ 4.00 per share, subject to adjustment. An additional 75,000 warrants to purchase shares of the Company’s common stock was also issued to the underwriters. These underwriter warrants are immediately exercisable for a period of five (5) years at an exercise price of $ 4.00 per share, subject to adjustment. The Convertible Note had an original issuance discount of $ 1,000,000 . The Company also recognized an additional discount of $ 526,460 from the issuance costs of the debt, $ 1,322,840 from the relative fair value of the warrants issued to the Investor, and $ 231,316 from the fair value of warrants issued to the underwriters. The total debt discount from these items was $ 3,080,616 which would have been amortized over the life of the Convertible Note. Repayment of the Convertible Note’s principal amount would occur in nineteen monthly cash or common stock payments beginning in July 2021. The Convertible Note could have been prepaid by the Company at any time without penalty at 105 % of the then outstanding principal amount due under the Convertible Note. On August 25, 2021, commensurate with the offering of securities described in Note One, the exercise price of the warrants was reset based on the sale of securities at a lesser price than the original strike price of the warrants. The reset provision was partially waived at the time and formally waived based on the defeasance and waiver agreement on August 30, 2021, described below. The reset provision resulted in a warrant reset adjustment for $ 102,267 and recorded as an increase to accumulated deficit and an increase to additional paid-in-capital. On August 30, 2021, the Company entered into a defeasance and waiver agreement with the holder (the “Noteholder”) of the Convertible Note pursuant to which the Noteholder has agreed in exchange for (a) a cash payment by the Company to the Convertible Noteholder of $ 1.2 million, (b) a waiver, in part, of the conversion price adjustment provision such that the January 2021 Note shall be convertible into 4,802,497 shares of common stock (without giving effect to the conversion notices received by the Company from the Noteholder prior to the date hereof totaling 1,005,748 shares) and (c) a voluntary and permanent reduction by the Company of the exercise price of the warrant to purchase 800,000 shares of common stock of the Company to $ 2.53 per share. As a result of the modification of the debt terms, the Company determined that an extinguishment of the debt occurred and recorded a loss on extinguishment of the debt in the amount of $ 2,500,970 for the three and nine months ended September 30, 2021. 12 NOTE 10 – LEASES Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2021 and December 31, 2020 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Components of total lease costs: Operating lease expense $ 515,956 $ 46,698 Total lease costs $ 515,956 $ 46,698 Lease Positions as of September 30, 2021 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: September 30, 2021 December 31, 2020 Assets Right of use asset – short term $ - $ 384,685 Right of use asset – long term 3,967,338 871,136 Total right of use asset $ 3,967,338 $ 1,255,821 Liabilities Operating lease liabilities – short term $ 1,019,613 $ 391,221 Operating lease liabilities – long term 2,766,785 858,064 Total lease liability $ 3,786,398 $ 1,249,285 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating leases 2.92 Weighted average discount rate – operating leases 8.00 % On May 4, 2021, the Company entered a triple net lease (the “Richmond Lease”) for approximately 25,000 square feet of laboratory and office space in Richmond, Virginia. The Richmond Lease has a term of sixty-three months. The monthly base rent is approximately $ 53,000 , plus applicable pro-rata common area charges, taxes, and maintenance. The Richmond Lease contains a base rent escalation clause of 3 % per lease calendar year as well as a tenant improvement allowance of $ 375,000 in aggregate. 13 NOTE 11 – 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. During the nine months ended September 30, 2021, the Company issued 88,934 shares of common stock and recognized expense of $ 238,264 in stock-based compensation for consulting services. The Company also issued 1,163,556 shares of common stock upon the exercise of warrants and received $ 3,718,956 in cash proceeds. The Company granted 465,000 shares of restricted common stock for employee compensation and recognized expense of $ 1,443,700 in stock-based compensation. The Company also granted 1,445,400 Restricted Stock Units, of which 16,000 vested and resulted in the issuance of shares, as a result, the Company recognized expense of $ 674,265 in stock-based compensation (See Note 7) The Company issued 4,802,497 shares of common stock for the conversion of a convertible note. (See Note 9) The Company issued 4,583,334 shares of common stock as part of the August 2021 Offering. 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. During the nine months ended September 30, 2020, the Company issued 330,916 shares of common stock and recognized expense of $ 1,312,930 in stock compensation for consulting services. The Company also issued 3,740,753 shares of commons stock for the exercise of warrants and received $ 210,546 for the exercise of the warrants. The Company issued 1,250,000 shares of common stock for the exercise of 1,250,000 shares of Series A Preferred Stock. The Company issued 146,818 shares of common stock for the settlement of accounts payable and issued 62,500 shares of common stock for the settlement of debt. The Company issued 1,226,668 shares of common stock related to the IPO and issued 1,150,000 shares of common stock related to the September 2020 Offering. The stock compensation for the period was valued based on prior private placements or based on management’s estimates of value immediately prior to the IPO and the value of the shares based on public information post IPO. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $ 0.001 per share. There were no shares of preferred stock outstanding as of September 30, 2021 and December 31, 2020, respectively. 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. 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”) will administer the 2021 Plan. A total of 3,000,000 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 nine months ended September 30, 2021, the Company granted no new stock options. During the nine months ended September 30, 2020, the Company granted 7,500 stock options with an exercise price of $ 11.00 per share vesting on issuance. The total grant date fair value was determined to be $ 27,799 . The following is an analysis of the stock option grant activity under the Plan: Vested and Nonvested Stock Options Number Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2020 2,143,000 $ 3.18 7.81 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding September 30, 2021 2,143,000 $ 3.18 7.06 14 Nonvested Stock Options Number Weighted- Average Exercise Price Nonvested on December 31, 2020 973,000 $ 2.28 Granted - - Vested ( 129,250 ) 3.49 Expired or forfeited - - Nonvested on September 30, 2021 843,750 $ 2.09 The Company recognized stock-based compensation expense related to options issued and vesting of $ 616,781 during the nine months ended September 30, 2021, of which $ 556,817 is included in general and administrative expenses and $ 59,964 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $ 1,164,704 with a weighted average vesting term of 1.12 years as of September 30, 2021. The Company recognized stock-based compensation expense related to options issued and vesting of $ 27,799 during the nine months ended September 30, 2020, which is included in general and administrative expenses in the accompanying statements of operations. Warrants For the nine months ended September 30, 2021, the fair value of each warrant granted was estimated using the assumption ranges and/or factors in the Black-Scholes Model as follows: Exercise price $ 4.00 Expected dividend yield 0 % Risk free interest rate 0.17 %- 0.42 % Expected life in years 3.00 - 5.00 Expected volatility 154 %- 159 % The risk-free interest rate assumption for warrants granted is based upon observed interest rates on the United States Government Bond Equivalent Yield appropriate for the expected term of warrants. The Company determined the expected volatility assumption for warrants granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future warrant grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for warrants granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes warrant forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. A summary of warrant issuances are as follows: Vested and Nonvested Warrants Number Weighted Average Exercise Price Weighted Average Remaining Life Outstanding December 31, 2020 5,799,146 $ 5.05 4.00 Granted 5,687,500 2.57 - Exercised ( 1,163,556 ) 3.21 - Expired or forfeited ( 59,126 ) 5.56 - Outstanding September 30, 2021 10,263,964 $ 3.17 4.54 15 Nonvested Warrants Number Weighted- Average Exercise Price Nonvested on December 31, 2020 320,000 $ 3.69 Granted 5,687,500 2.57 Vested ( 1,304,166 ) 3.18 Expired or forfeited - - Nonvested on September 30, 2021 4,703,334 $ 2.51 The Company recognized stock-based compensation expense related to warrants issued and vesting of $ 163,637 and $ 223,398 during the nine months ended September 30, 2021 and September 30, 2020, respectively, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $ 131,311 with a weighted average vesting term of 1.25 years as of September 30, 2021. During the nine months ended September 30, 2021, 1,163,556 warrants were exercised for 1,163,556 shares of common stock. The Company recognized proceeds of $ 3,718,956 related to the exercises. On January 25, 2021, pursuant to the January 2021 Securities Purchase Agreement the Company issued the January 2021 Warrant to the Investor to purchase up to 800,000 shares of the Company’s common stock. The January 2021 Warrant is immediately exercisable for a period of three years at an exercise price of $ 4.00 per share. The warrant was subsequently adjusted to $ 2.53 as disclosed in Note 9. In addition, the Company issued 75,000 warrants to the placement agent related to the January 2021 Securities Purchase Agreement. These warrants have an exercise price of $ 4.00 and a term of five years. All the 75,000 warrants are exercisable on issuance. (See Note 8) In connection with the August 2021 Offering, the Company issued warrants to purchase up to 4,583,334 shares. In addition, the Company issued a warrant to the placement agent to purchase up to 229,166 shares of common stock at an exercise price of $ 3.00 per share. (See Note 1) Restricted Stock Units A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Average Price Outstanding December 31, 2020 - $ - Granted 1,445,400 2.11 Vested ( 16,000 ) 2.12 Expired or forfeited ( 600 ) 2.12 Outstanding September 30, 2021 1,428,800 $ 2.10 The Company recognized stock-based compensation expense related to RSUs issued and straight-line vesting expense of $ 674,265 and zero during the nine months ended September 30, 2021 and September 30, 2020, respectively, of which, $ 485,240 is included in general and administrative and $ 189,025 is included in research and development in the accompanying Statements of Operations. The remaining value to be expensed is $ 2,367,211 as of September 30, 2021. During the nine months ended September 30, 2021, the Company issued a total of 1,445,400 RSUs. As of September 30, 2021, 16,000 of these RSUs have vested and 600 were forfeited. The Company issued 16,000 shares of common stock for the 16,000 vested RSUs. NOTE 12 – INCOME TAXES The Company has incurred losses since inception. During the nine months ended September 30, 2021, the Company did not provide any provision for income taxes as the Company incurred losses during such period. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the need for a valuation allowance, the Company has considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, the Company has recorded a full valuation allowance for its net deferred tax assets as of September 30, 2021. As of September 30, 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions. 16 NOTE 13 – SUBSEQUENT EVENTS Transaction agreement: On October 4, 2021 the Company entered into a transaction agreement (the “Transaction Agreement”) with AiPharma Global Holdings LLC (“AiPharma Global”), pursuant to which the Company agreed to reach a definitive agreement (the “Definitive Agreement”) no later than November 30, 2021 to acquire a subsidiary (“AiPharma Subsidiary” or Holdco”) of AiPharma Global which is to own all of the assets of AiPharma Global, following a restructuring of AiPharma Global. AiPharma Global is a biopharmaceutical company focused on discovering, developing and commercializing antiviral therapies across a broad spectrum of infectious diseases. Pursuant to the Transaction Agreement, the Company also agreed to permit AiPharma Global to borrow an additional principal amount of $ 8.5 million under the Credit Agreement resulting in total availability of $ 15 million, as well as the Company issuing such number of shares of common stock that yields 65 % of the number of the Company’s outstanding shares as of September 30, 2021 upon satisfaction of all closing conditions at the closing of the transaction. The Transaction Agreement contemplates two events. First, upon the execution of the Definitive Agreement (the “Initial Closing”), AiPharma Global would acquire 19.99 % of the Company’s common stock as of September 30, 2021, subject to the filing of the Company’s Quarterly Report on Form 10-Q (the “Initial Shares”), in exchange for 10 % of the issued and outstanding equity interests of AiPharma Subsidiary. In addition, the Company would forgive all amounts then outstanding under the Credit Agreement, as amended. Following the execution of the Definitive Agreement, the Company has also agreed to take all necessary actions to cause two individuals designated by AiPharma Global to be appointed to the board of directors of the Company. The Transaction Agreement may be terminated: (i) by mutual agreement of the parties, (ii) by either party if the Definitive Agreement has not be executed by November 30, 2021, (iii) by either party if there has been material breach or any material failure to perform any covenant or agreement and such breach or failure has not been cured or is incapable of being cured, (iv) by the Company if the Company is not satisfied with the currant due diligence conditions, (v) by the board of directors of the Company if it received a proposal that it deems to be superior to the AiPharma Global proposal described in the Transaction Agreement, (vi) by AiPharma Global if the Company breaches certain convents under the Transaction Agreement restricting issuance of securities during the period from execution of the Transaction Agreement through the Initial Closing, or termination of the Transaction Agreement, or (vii) if at any time period to the Initial Closing or earlier termination of the Transaction Agreement, the Initial Shares and Secondary Shares (defined below) represent less than 50.1% of the issued and outstanding shares of the Company. In the event that the Transaction Agreement is terminated pursuant to (i) or (ii), AiPharma Global is required to pay the Termination Fee to the Company by November 30, 2021. The Credit Agreement provided for a termination fee of $4 million (the “Termination Fee”) in the event that the Definitive agreement is not entered into by November 30, 2021. In the event that the Transaction Agreement is terminated by the Company pursuant to (iii) or (iv), AiPharma Global is required to pay the Termination Fee to the Company of $4 million and AiPharma Global is not required to pay the Termination Fee. In the event that the Transaction Agreement is terminated by AiPharma Global pursuant to (vii) the Company is not required to pay a termination fee and AiPharma Global is not required to pay the Termination Fee. The Secondary Closing (as defined below) is conditioned upon certain closing conditions, including but not limited to: (i) the approvals of the stockholders of the Company of all matters required for the Secondary Closing, and (ii) Nasdaq approval of the issuance of shares to AiPharma Global at the Secondary Closing and the continued listing of the Company’s common stock following the Secondary Closing (collectively, the Closing Conditions”). The second event under the Transaction agreement occurs upon the satisfaction of all Closing Conditions (the “Secondary Closing”) the Company shall issue an additional number of shares of the Company’s common stock that yields 65.00 % of the Company’s outstanding shares of common stock as of September 30, 2021 (the “Secondary Shares”) to AiPharma Global in exchange for all remaining equity interest of AiPharma Subsidiary. 17 Common stock offering: On October 18, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Revere Securities LLC, relating to the public offering (the “October Offering”) of 2,833,333 shares of the Company’s common stock (the “Shares”) by the Company. The Shares were offered, issued, and sold at a price to the public of $ 1.50 per share under a prospectus supplement and accompanying prospectus filed with the SEC pursuant to an effective shelf registration statement filed with the SEC on Form S-3 (File No. 333-257645), which was declared effective by the SEC on July 13, 2021. The October Offering closed on October 20, 2021 for gross proceeds of $ 4.25 million. The Company utilized a portion of the proceeds, net of underwriting discounts of approximately $ 3.91 million from the October Offering to fund certain obligations under the Credit Agreement. Amendment to Credit Agreement: On October 18, 2021, the Company entered into the first amendment to the Credit Agreement with AiPharma Global and certain affiliated entities (the “Credit Agreement Amendment”), pursuant to which the Company agreed to increase the amount which AiPharma is permitted to borrow under the Credit Agreement by $8.5 million to an aggregate of $15.0 million, of which $6.5 million was outstanding prior to entering the Credit Agreement Amendment. The Company agreed to fund such additional borrowings, as requested by AiPharma, by advancing 70% of any amounts received by the Company from the exercise of existing warrants or any other capital raises, including the October Offering. Lease: On November 3, 2021, the Company entered a modified gross lease (the “Melville Lease”) for approximately 3,150 square feet of office space in Melville, New York. The Melville Lease has a term of thirty-six months. The monthly base rent is approximately $ 7,240 , plus applicable pro-rata common area charges. The Melville Lease contains a base rent escalation clause of 3.00 % per lease calendar year. The Company anticipates moving into the space before the end of 2021. RSU grant: On November 10, 2021, the Compensation Committee approved the grant of 335,400 RSUs to employees pursuant to the Company’s 2021 Equity Incentive Plan. Included in this grant were 195,000 RSUs granted to officers of the Company. 18