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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-25 · 1023 added, 649 removed, 155 unchanged (92% of the section changed)

Controls and Procedures.

of the Effectiveness of Internal Controls over Financial Reporting

Controls and Procedures

accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)

and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were (a) designed

to ensure that the information we are required to disclose in our reports under the Exchange Act is recorded, processed, and reported

in an accurate manner and on a timely basis and the information that we are required to disclose in our Exchange Act reports is

accumulated and communicated to management to permit timely decisions with respect to required disclosure and (b) operating in

an effective manner.

in Internal Control Over Financial Reporting

change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act)

during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

Assessment of the Effectiveness of Internal

Controls over Financial Reporting

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b)

and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with

the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the

end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our Chief Executive Officer and Chief Financial

Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required to disclose

in our reports under the Exchange Act is recorded, processed, and reported in an accurate manner and on a timely basis and the information

that we are required to disclose in our Exchange Act reports is accumulated and communicated to management to permit timely decisions

with respect to required disclosure and (b) operating in an effective manner.

Change in Internal Control Over Financial Reporting

No change occurred in our internal

control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2021

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate Governance

information required by this Item is incorporated herein by reference to the information that will be contained in our definitive

proxy statement related to the 2021 Annual Meeting of Stockholders, or the Proxy Statement, which we intend to file with the SEC

within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Directors, Executive Officers

and Corporate Governance

The information required

by this Item is incorporated herein by reference to the information that will be contained in our definitive proxy statement related to

the 2022 Annual Meeting of Stockholders, or the Proxy Statement, which we intend to file with the SEC within 120 days of the end of our

fiscal year pursuant to General Instruction G(3) of Form 10-K.

Executive Compensation

information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy

Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction

G(3) of Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy

Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction

G(3) of Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy

Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction

G(3) of Form 10-K.

Principal Accounting Fees and Services

information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy

Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction

G(3) of Form 10-K.

The information required by

this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to file

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related

Transactions, and Director Independence

The information required by

this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to file

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Principal Accounting Fees and

The information required by

this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to file

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Exhibits, Financial Statement Schedules.

following documents are filed as part of this report:

The following documents are filed as part of this report:

Financial Statements:

2 unchanged sentences

Statements of Operations

Statements of Changes in Stockholders’

Equity (Deficit)

Statements of Changes in Stockholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

Financial Statement

financial statement schedules have been omitted because they are not applicable, not required or the information required is shown

in the financial statements or the notes thereto.

Financial Statement Schedules:

All financial statement schedules

have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the

notes thereto.

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Amended and Restated Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Description of Securities Registered Under Section 12 of the Exchange Act

Share Exchange Agreement, dated as of December 28, 2021 by and between AiPharma Group Ltd.

and Aditxt, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 28, 2021)

Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Certificate of Amendment, dated June 29, 2020 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020)

Amended and Restated Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Certificate of Designation Series A Preferred Stock (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No.

Certificate of Amendment, filed with the Secretary of State of the State of Delaware on May 24, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 25, 2021)

Certificate of Amendment, dated July 6, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 8, 2021)

Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021)

Form the Company’s common stock certificate (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of Series A-1 Warrant Agent Agreement (including the terms of the Series A-1 Warrant) (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No.

Form of Series B-1 Warrant Agent Agreement (including the terms of the Series B-1 Warrant) (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No.

Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021)

Form of Promissory Note issued to Sekris Biomedical, Inc.

(incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Warrant, dated March 8, 2018, issued to Sekris Biomedical, Inc.

(incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of Private Placement Subscription Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Patent Licensing Agreement, dated February 3, 2020 (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Patent and Technology License Agreement, dated March 15, 2018 between Loma Linda University and Aditx Therapeutics, Inc.

(incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Amendment Agreement to the Patent and Technology License Agreement, dated July 1, 2020 by and between Loma Linda University and Aditx Therapeutics, Inc.

(incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020)

2017 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Consulting Agreement, dated March 1, 2018 between Aditx Therapeutics, Inc.

and Canyon Ridge Development LLC d/b/a Mission Critical Solutions International (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of July 2018 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of July 2018 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of April 2018 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of March 2019 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of October 2019 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of October 2019 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of January 2020 Note Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Form of January 2020 Private Placement Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No.

Consulting Agreement by and between the Company and Salveo Diagnostics, Inc., dated November 18, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 23, 2020)

Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021)

Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021)

Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021)

Employment Agreement, dated as of February 24, 2021, by and between the Company and Amro Albanna (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 26, 2021)

2021 Omnibus Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 26, 2021)

Lease Agreement, dated as of May 4, 2021, by and between LS Biotech Eight, LLC as Landlord, and Aditxt Therapeutics, Inc., as Tenant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 10, 2021)

Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021)

Placement Agency Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021)

Form of Placement Agent Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021)

Waiver and Defeasance Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021)

Secured Credit Agreement, dated as of August 27, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021)

Security Agreement, dated as of August 27, 2021 by and between AiPharma Asia Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021)

Security Agreement, dated as of August 27, 2021 by and between AiPharma Limited and the Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021)

Security Agreement – AiPharma Limited and Aditxt (BVI Law) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021)

Floating Charge (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021)

Transaction Agreement, dated as of October 4, 2021, by and between the Company and AiPharma Global Holdings LLC (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021)

First Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 18, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021)

Second Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 27, 2021