Aditxt, Inc. 10-K

Item 9A. Controls and Procedures. 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. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. N/A. 48 PART III Item 10. 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. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. 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. Item 14. Principal Accounting Fees and Services 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. 49 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements: Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Stockholders’ Equity (Deficit) F-5 Statements of Cash Flows F-7 Notes to Financial Statements F-8 (2) 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. (3) Exhibits. 50 EXHIBIT INDEX Exhibit No. Description 2.1 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) 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 3.2 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) 3.3 Amended and Restated Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 3.4 Certificate of Designation Series A Preferred Stock (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-248491) 3.5 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) 3.6 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) 4.1 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) 4.2 Form the Company’s common stock certificate (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 4.3 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. 333-248491) 4.4 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. 333-248491) 4.5 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.1 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. 333-235933) 10.2 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. 333-235933) 10.3 Form of Private Placement Subscription Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.4 Patent Licensing Agreement, dated February 3, 2020 (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.5 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. 333-235933) 10.6 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) 10.7 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. 333-235933) 10.8 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. 333-235933) 10.9 Form of July 2018 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.10 Form of July 2018 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.11 Form of April 2018 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.12 Form of March 2019 Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.13 Form of October 2019 Securities Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.14 Form of October 2019 Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 51 10.15 Form of January 2020 Note Purchase Agreement (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.16 Form of January 2020 Private Placement Promissory Note (incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-235933) 10.17 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) 10.18 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) 10.19 Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) 10.20 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) 10.21 Form of Registration Rights Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 26, 2021) 10.22 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) 10.23 2021 Omnibus Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 26, 2021) 10.24 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) 10.25 Form of Securities Purchase Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.26 Placement Agency Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.27 Form of Placement Agent Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.28 Waiver and Defeasance Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 30, 2021) 10.29 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) 10.30 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) 10.31 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) 10.32 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) 10.33 Floating Charge (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.34 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) 10.35 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) 10.36 Second Amendment to Secured Credit Agreement with AiPharma Global Holdings LLC dated October 27, 2021 10.37 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Amro Albanna, Chief Executive Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 52 10.38 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Corinne Pankovcin, President and Secretary (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.39 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Thomas Farley, Chief Financial Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.40 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Shahrokh Shabahang, Chief Innovation Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.41 Employment Agreement, dated as of November 14, 2021 between Aditxt, Inc. and Rowena Albanna, Chief Operating Officer (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021) 10.42 Form of Warrant Reduction and Release Agreement dated as of November 24, 2021 10.43 First Amendment to Transaction Agreement dated November 30, 2021, by and between the Company and AiPharma Global Holdings LLC 10.44 Third Amendment to Secured Credit Agreement dated November 30, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company 10.45 Second Amendment to Transaction Agreement dated December 7, 2021, by and between the Company and AiPharma Global Holdings LLC 10.46 Secured Credit Agreement, dated as of December 8, 2021, by and among the Company and the Target Company 10.47 Third Amendment to Transaction Agreement dated December 17, 2021, by and between the Company and AiPharma Global Holdings LLC 10.48 Fifth Amendment to Secured Credit Agreement dated December 22, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company 10.49 Sixth Amendment to Secured Credit Agreement dated December 28, 2021, by and among AiPharma, AiPharma Holdings Limited, AiPharma Asia Limited and the Company 10.50 Employment Agreement between Aditxt, Inc. and Matthew Shatzkes, Chief Legal Officer and General Counsel 10.51 Forbearance Agreement and Seventh Amendment to Secured Credit Agreement dated as of February 14, 2022 by and among the Company, Cellvera Global Holdings LLC, Cellvera Holdings Ltd., Cellvera Asia Limited 10.52 Fourth Amendment to Transaction Agreement dated December 22,2021, by and between the Company and AiPharma Global Holdings LLC 23.1 Consent of dbb mckennon , independent registered public accounting firm 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Principal Executive, Financial, and Accounting Officers under Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 53 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 31 st day of March 2022. Aditxt, Inc. By: /s/ Amro Albanna Name: Amro Albanna Title: Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Amro Albanna Chief Executive Officer March 31, 2022 Amro Albanna (Principal Executive Officer) /s/ Corinne Pankovcin President March 31, 2022 Corinne Pankovcin /s/ Thomas J. Farley Chief Financial Officer March 31, 2022 Thomas J. Farley (Principal Financial and Accounting Officer) /s/ Brian Brady Director March 31, 2022 Brian Brady /s/ Namvar Kiaie Director March 31, 2022 Namvar Kiaie /s/ Jeffrey W. Runge, M.D. Director March 31, 2022 Jeffrey W. Runge, M.D. /s/ Shahrokh Shabahang Chief Innovation Officer and Director March 31, 2022 Shahrokh Shabahang 54 ADITXT, INC. FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 Page Report of Independent Registered Public Accounting Firm (PCAOB ID# 3501 ) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Stockholders’ Equity (Deficit) F-5 Statements of Cash Flows F-7 Notes to Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Aditxt, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Aditxt, Inc. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows, for the years ended December 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s net losses, negative cash flow from operations, and ability to access capital raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ dbb mckennon We have served as the Company’s auditor since 2018. Newport Beach, California March 31, 2022 F- 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements ADITXT, INC. BALANCE SHEETS December 31, December 31, 2021 2020 ASSETS CURRENT ASSETS: Cash $ 7,872,061 $ 10,500,826 Accounts receivable 89,844 - Prepaid expenses 460,102 147,642 ROU asset - short term - 384,685 Note receivable 500,000 - Inventory 494,697 - TOTAL CURRENT ASSETS 9,416,704 11,033,153 Fixed assets, net 2,267,297 798,919 Intangible assets, net 214,000 321,000 ROU asset - long term 4,097,117 871,136 Deposits 379,250 72,296 Other assets 289,539 - TOTAL ASSETS $ 16,663,907 $ 13,096,504 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,575,543 $ 241,613 Financing on fixed assets – current 700,433 587,588 Deferred rent 186,058 6,536 Lease liability - current 1,145,126 391,221 TOTAL CURRENT LIABILITIES 3,607,160 1,226,958 Financing on fixed assets - long term 110,041 - Lease liability - long term 2,765,933 858,064 TOTAL LIABILITIES 6,483,134 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, 44,530,486 and 13,074,495 shares issued and 44,429,683 and 12,973,692 shares outstanding, respectively 44,534 13,078 Treasury stock, 100,803 and 100,803 shares, respectively ( 201,605 ) ( 201,605 ) Additional paid-in capital 77,690,653 32,079,187 Accumulated deficit ( 67,352,809 ) ( 20,879,178 ) TOTAL STOCKHOLDERS’ EQUITY 10,180,773 11,011,482 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 16,663,907 $ 13,096,504 See accompanying notes to the financial statements. F- 3 ADITXT, INC. STATEMENTS OF OPERATIONS Year Ended Year Ended December 31, 2021 December 31, 2020 REVENUE Sales $ 105,034 $ - Cost of goods sold 77,979 - Gross Profit 27,055 - OPERATING EXPENSES General and administrative expenses, including $ 3,927,551 and $ 3,188,840 , in stock-based compensation, respectively 22,084,389 7,852,256 Research and development expenses, including $ 713,130 , and $ 0 in stock-based compensation, respectively 5,042,617 937,966 Sales and marketing expenses, including $ 0 , and $ 0 in stock-based compensation, respectively 334,977 81,987 Impairment on note receivable 14,500,000 - Total operating expenses 41,961,983 8,872,209 NET LOSS FROM OPERATIONS ( 41,934,928 ) ( 8,872,209 ) OTHER INCOME (EXPENSE) Interest expense ( 93,209 ) ( 10,081 ) Interest income 3,101 563 Gain on forgiveness of debt - 32,500 Loss on extinguishment of debt ( 2,500,970 ) - Amortization of debt discount ( 1,845,358 ) ( 300,000 ) Total other income (expense) ( 4,436,436 ) ( 277,018 ) Net loss before income taxes ( 46,371,364 ) ( 9,149,227 ) Income tax provision - - NET LOSS $ ( 46,371,364 ) $ ( 9,149,227 ) Net loss per share - basic and diluted $ ( 2.43 ) $ ( 1.33 ) Weighted average number of shares outstanding during the period - basic and diluted 19,090,533 6,902,696 See accompanying notes to the financial statements. F- 4 ADITXT, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) YEARS ENDED DECEMBER 31, 2021 AND 2020 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 Stock option and warrant compensation - - - - - 1,016,962 - 1,016,962 Exercise of warrants - - 9,492,126 9,493 - 3,717,792 - 3,727,285 Restricted stock unit compensation - - - - - 1,843,902 - 1,843,902 Issuance of shares for services - - 206,627 207 - 335,910 - 336,117 Issuance of shares for employee compensation - - 465,000 465 - 1,443,235 - 1,443,700 Issuance of shares for vested restricted stock units - - 826,644 826 - ( 826 ) - - Issuance of shares for the conversion of debt - - 4,802,497 4,803 - 5,745,119 - 5,749,922 Fair value of warrants issued with convertible note payable - - - - - 1,322,840 - 1,322,840 Issuance of shares and warrants for offering, net of issuance costs - - 12,829,764 12,829 - 26,110,782 - 26,123,611 Issuance of shares for offerings, net of issuance costs - - 2,833,333 2,833 - 3,742,167 - 3,745,000 Warrant consideration for convertible debt offering costs - - - - - 231,316 - 231,316 Reduction in exercise price of warrants - - - - - 102,267 ( 102,267 ) - Net loss - - - - - - ( 46,371,364 ) ( 46,371,364 ) Balance December 31, 2021 - $ - 44,429,683 $ 44,534 $ ( 201,605 ) $ 77,690,653 $ ( 67,352,809 ) $ 10,180,773 See accompanying notes to the financial statements. F- 5 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, 2019 - $ - 3,821,087 $ 3,916 $ ( 189,625 ) $ 9,063,483 $ ( 11,729,951 ) $ ( 2,852,177 ) Treasury stock - - ( 5,990 ) - ( 11,980 ) - - ( 11,980 ) Rounding adjustment from stock split - - ( 10 ) ( 1 ) - - - ( 1 ) Exercise of warrants - - 4,297,703 4,300 - 206,244 - 210,544 Issuance of shares for intangible assets - - 150,000 150 - 320,850 - 321,000 Stock option and warrant compensation - - - - - 711,406 - 711,406 Issuance of shares for services - - 874,916 876 - 2,476,558 - 2,477,434 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 - - - - - - ( 9,149,227 ) ( 9,149,227 ) Balance December 31, 2020 - $ - 12,973,692 $ 13,078 $ ( 201,605 ) $ 32,079,187 $ ( 20,879,178 ) $ 11,011,482 See accompanying notes to the financial statements. F- 6 ADITXT, INC. STATEMENTS OF CASH FLOWS Year Ended Year Ended December 31, 2021 December 31, 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 46,371,364 ) $ ( 9,149,227 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 4,640,681 3,188,840 Depreciation expense 369,236 17,773 Amortization of intangible assets 107,000 - Amortization of debt discount 1,845,358 300,000 Loss on extinguishment of debt 2,500,970 - Impairment on note receivable 14,500,000 Changes in operating assets and liabilities: Prepaid expenses ( 312,460 ) ( 147,642 ) Deposits ( 306,954 ) ( 72,296 ) Accounts payable and accrued expenses 1,333,930 ( 1,483,180 ) Accrued compensation to related parties - 124,728 Accounts receivable ( 89,844 ) - Inventory ( 494,697 ) - Net cash used in operating activities ( 22,278,144 ) ( 7,221,004 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets ( 1,015,752 ) ( 170,629 ) TI allowance receivable ( 287,018 ) - Notes receivable and accrued interest ( 15,002,521 ) - Net cash used in investing activities ( 16,305,291 ) ( 170,629 ) 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 - related party - ( 45,000 ) Repayments of note payable ( 315,790 ) ( 670,600 ) Common stock and warrants issued for cash, net of issuance costs 29,868,611 18,500,039 Offering costs - ( 423,139 ) Proceeds from exercise of warrants 3,727,285 210,544 Payments on financing on fixed asset ( 598,976 ) ( 58,475 ) Cash paid on extinguishment of note payable ( 1,200,000 ) - Net cash provided by financing activities 35,954,670 17,888,369 NET (DECREASE) INCREASE IN CASH ( 2,628,765 ) 10,496,736 CASH AT BEGINNING OF PERIOD 10,500,826 4,090 CASH AT END OF PERIOD $ 7,872,061 $ 10,500,826 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 $ 3,131,388 $ 646,063- 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 $ - Shares issued for intangible assets $ - $ 321,000 Conversion of preferred shares $ - $ 1,250 See accompanying notes to the financial statements. F- 7 ADITXT, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditxt, Inc. (“Aditxt” or the “Company”), formerly 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 “IPO Units”), at an offering price of $ 9.00 per IPO Unit, resulting in gross proceeds of approximately $ 11.0 million. The IPO 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. 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. 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. The warrants exercise price was subsequently repriced to $ 1.50 . 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. F- 8 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 2021 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. (See Note 4) On December 6, 2021, we completed an offering for net proceeds of $ 16.0 million. As part of this offering, we issued 8,246,430 units consisting of shares of the Company’s common stock and warrant to purchase shares of the Company’s common stock and 8,328,570 prefunded warrants. The warrant issued as part of the units had an exercise price of $ 1.15 and the prefunded warrants had an exercise price of $ 0.001 . Risks and Uncertainties The Company has a limited operating history and is in the very early stages of generating 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. 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 significant revenues to date. During the year ended December 31, 2021, the Company had a net loss of $ 46,371,364 and negative cash flow from operating activities of $ 22,278,144 . During the year ended December 31, 2021, the Company raised approximately $ 35.0 million dollars through debt and equity transactions. As of December 31, 2021 the Company’s cash balance was $ 7,872,061 . The Company has $ 67.3 remaining availability 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. However, factors such as stock price, volatility, trading volume, market conditions, demand and regulatory requirements may adversely affect the Company’s ability to raise capital in an efficient manner. Because of these factors, the Company believes that this creates substantial doubt with the Company’s ability to 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. 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. In addition, the Company is consistently focused on raising capital, strategic acquisitions and alliances, and other initiatives to strengthen the Company. F- 9 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). 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. Inventory Inventory consists of laboratory materials and supplies used in laboratory analysis. We capitalize inventory when purchased. Inventory is valued at the lower of cost or net realizable value on a first-in, first-out basis. We periodically perform obsolescence assessments and write off any inventory that is no longer usable. F- 10 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of December 31, 2021 and 2020, there was no allowance for doubtful accounts deemed necessary. Revenue Recognition In accordance with ASC 606 (Revenue From Contracts with Customers), revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation Revenues reported from services provided by the AditxtScore™ division are recognized when the AditxtScore™ report is delivered. The services performed include the analysis of specimens received in Aditxt’s CLIA laboratory and the generation of results which are then delivered upon completion. Fees per test in the client payer channel are determined based on contractual arrangements with our customers. Generally, client revenues are recorded based on the number of AditxtScore™ reports delivered at the contractual rate per test 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. F- 11 Leases Under Topic 842 (Leases), 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. 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 years ended December 31, 2021 and December 31, 2020, the Company incurred patent licensing fees for the patents of $ 76,455 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 years ended December 31, 2021 and December 31, 2020, the Company incurred research and development costs of $ 5,042,617 and $ 937,966 , 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 December 31, 2021, 2,235,466 stock options, 778,250 restricted stock units, and 30,069,964 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2020, 2,143,000 stock options and 5,799,146 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. Recent Accounting Pronouncements 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 Cellvera Global Note Receivable On August 25, 2021, the Company entered into a letter of intent (“the LOI”) to acquire AiPharma Global Holdings LLC, a Delaware limited liability company, which changed its name to Cellvera Global Holdings LLC (“Cellvera Global”) which is 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 Cellvera Global 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 Cellvera Global 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. On December 28, 2021, we entered into a Share Exchange Agreement with Cellvera Global f/k/a AiPharma Global, pursuant to which we (i) will acquire 9.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 4,816,193 shares of our common stock of Aditxt and a cash payment of $250,000, at an initial closing upon the satisfaction or waiver of certain conditions to closing; and (ii) acquire the remaining 90.5% of the issued and outstanding equity interests in Cellvera Global in exchange for the issuance of 39,927,974 shares of our common stock and a cash payment of $250,000 at a secondary closing upon the satisfaction or waiver of certain conditions to closing. Additionally, we may elect to raise additional capital due to market conditions or strategic considerations. F- 12 In connection with the contemplated acquisition with Cellvera Global, the Company entered into a secured credit agreement dated August 27, 2021 (the “Credit Agreement”) with Cellvera Global and certain affiliated entities, pursuant to which the Company made a secured loan to Cellvera Global 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 matured 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 Cellvera Global and certain of its affiliates. The Credit Agreement also contains certain covenants that prohibit Cellvera Global from incurring additional indebtedness, incurring liens or making any dispositions of its property. On October 18, 2021, the Company entered into the first amendment to the Credit Agreement with Cellvera Global and certain affiliated entities (the “Credit Agreement Amendment”), pursuant to which the Company agreed to increase the amount which Cellvera Global was 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 Cellvera Global, 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. As of December 31, 2021 an additional $ 8.0 million was advanced under the Credit Agreement for a total of $ 14.5 million. The Credit Agreement was amended on multiple occasions, for which the final amendment was signed on December 31, 2021, extending the Loan’s maturity date to January 31, 2022. Based on the facts and circumstances described in Note 13, the Company determined that Cellvera Global may not have the ability to repay the note receivable. Accordingly, the Company recognized a full impairment of $ 14.5 million as of December 31, 2021. Target Company Note Receivable On December 10, 2021, the Company entered into a secured credit agreement dated December 10, 2021 (the “Target Company Credit Agreement”) and signed on December 10, 2021 with the Target Company, pursuant to which the Company made a secured loan to the Target Company in the principal amount of $500,000 (the “Target Company Loan”) and agreed to make additional secured loans, as requested by the Target Company and approved by the Company, in an amount not to exceed $4.5 million. The Target Company Loan bears interest at a rate of 8% per annum and mature on December 8, 2022, provided, that the Letter of Intent currently contemplates that the Target Company Loan will be forgivable upon the closing of the acquisition contemplated by the letter of intent. The Target Company Credit Agreement also contains certain covenants that prohibit the Target Company from incurring additional indebtedness, entering into any fundamental transactions, issuing any equity interests subject to certain limited exceptions, or making any dispositions of its property. In connection with the Target Company Credit Agreement, the Company entered into a Security Agreement with the Target Company, pursuant to which the Target Company granted the Company a security interest in all of the Target Company’s assets as security for the Target Company Loan. As of December 31, 2021, the outstanding principal of the Target Company Loan is $ 500,000 and the accrued interest on the Loan is $ 2,521 . F- 13 NOTE 5 – FIXED ASSETS The Company’s fixed assets include the following on December 31, 2021: Cost Basis Accumulated Depreciation Net Computers $ 312,489 $ ( 75,053 ) $ 237,436 Lab Equipment 2,240,252 ( 306,688 ) 1,933,564 Office Furniture 90,757 ( 4,857 ) 85,900 Other Fixed Assets 10,809 ( 412 ) 10,397 Total Fixed Assets $ 2,654,307 $ ( 387,010 ) $ 2,267,297 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 $ 369,236 and $ 17,773 , for the years ended December 31, 2021 and 2020, respectively. None of the Company’s fixed assets serve as collateral against any loans as of December 31, 2021 and December 31, 2020, other than those subject to the financed asset liability. NOTE 6 – INTANGIBLE ASSETS The Company’s intangible assets include the following on December 31, 2021: Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ ( 107,000 ) $ 214,000 Total Intangible Assets $ 321,000 ( 107,000 ) $ 214,000 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 $ 107,000 and $ 0 for the years ended December 31, 2021 and 2020, respectively. None of the Company’s intangible assets serve as collateral against any loans as of December 31, 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 during the year ended December 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 during the year ended December 31, 2021. F- 14 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 during the year ended December 31, 2021. 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 during the year ended December 31, 2021. On August 5, 2021, the Company granted 175,000 shares of Restricted Stock Units (“RSUs”) pursuant to the Company’s 2021 Equity Incentive Plan to officers and board members of the Company. The Company recognized $ 122,270 in stock-based compensation for the issuance of these vested and unvested RSUs during the year ended December 31, 2021. On September 30, 2021, the Company granted 50,000 shares of RSUs pursuant to the Company’s 2021 Equity Incentive Plan to board members of the Company. The Company recognized $ 28,476 in stock-based compensation for the issuance of these vested and unvested RSUs during the year ended December 31, 2021. On November 10, 2021, the Company granted 195,000 RSUs to officers pursuant to the Company’s 2021 Equity Incentive Plan. The Company recognized $ 28,178 in stock-based compensation for the issuance of these unvested RSUs during the year ended December 31, 2021. NOTE 8 – FINANCING AGREEMENT In February 2021, the Company entered into a 24-month financing agreement for lab equipment. The aggregate cost of this financing agreement, net of a $ 200,000 down payment is $ 892,095 , of which $ 821,862 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 August 2021 Offering of securities described in Note 1, 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 decrease to accumulated deficit and an increase to additional paid-in-capital. F- 15 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 year ended December 31, 2021. 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 December 31, 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 Year Ended December 31, 2021 Year Ended December 31, 2020 Components of total lease costs: Operating lease expense $ 819,587 $ 154,263 Total lease costs $ 819,587 $ 154,263 Lease Positions as of December 31, 2021 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: December 31, 2021 December 31, 2020 Assets Right of use asset – short term $ - $ 384,685 Right of use asset – long term 4,097,117 871,136 Total right of use asset $ 4,097,117 $ 1,255,821 Liabilities Operating lease liabilities – short term $ 1,145,126 $ 391,221 Operating lease liabilities – long term 2,765,933 858,064 Total lease liability $ 3,911,059 $ 1,249,285 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating leases 2.55 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. F- 16 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 moved into the space in November of 2021. 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 year ended December 31, 2021, the Company issued 101,534 shares of common stock and recognized expense of $ 254,242 in stock-based compensation for consulting services. The Company also issued 80,093 shares of common stock to Stanford University and two employees and recognized expense of $ 64,875 relating to the agreement with Stanford University. The Company also issued 9,492,126 shares of common stock upon the exercise of warrants and received $ 3,727,285 in cash proceeds. The Company granted 465,000 Restricted Stock Awards, as a result the Company recognized expense of $ 1,443,700 in stock-based compensation. The Company granted 25,000 Restricted Stock Awards of which 25,000 vested, as a result, the Company recognized expense of $ 17,000 in stock-based compensation for consulting services. The Company also granted 1,822,799 Restricted Stock Units, of which 825,949 vested and resulted in the issuance of shares, as a result, the Company recognized expense of $ 1,843,902 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 Company issued 2,833,333 shares of common stock as part of the October 2021 Offering. The Company issued 8,246,430 shares of common stock as part of the December 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 year ended December 31, 2020, the Company issued 874,916 shares of common stock and recognized expense of $ 2,477,434 in stock compensation for consulting services. The Company issued 150,000 shares of common stock for intangible assets valued at $ 320,850 . The Company also issued 4,297,703 shares of common stock for the exercise of warrants and received $ 210,544 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 December 31, 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. F- 17 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 year ended December 31, 2021, the Company granted 92,466 stock options with an exercise price of $ 0.68 or $ 11.25 per share, some of which vested immediately. The total grant date fair value was determined to be $ 16,660 . During the year ended December 31, 2020, the Company granted 880,500 stock options with an exercise price of $ 1.94 , $ 1.92 or $ 11.00 per share, some of which vested immediately, and some of which vest between one and three years. The total grant date fair value was determined to be $ 1,668,997 . For the years ended December 31, 2021 and December 31, 2020, the fair value of each option granted was estimated using the assumption ranges and/or factors in the Black-Scholes Model as follows: Exercise price $ 0.68 - 9.00 Expected dividend yield 0 % Risk free interest rate 0.28 %- 1.41 % Expected life in years 5.00 - 10.00 Expected volatility 144 - 151 % The expected term of employee stock options is calculated using the simplified method which takes into consideration the contractual life and vesting terms of the options. The simplified method was used by the Company due to insufficient historical data. The risk-free interest rate assumption for options 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 forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. 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 92,466 8.39 5.26 Exercised - - - Expired or forfeited - - - Outstanding December 31, 2021 2,235,466 $ 3.40 6.74 F- 18 Nonvested Stock Options Number Weighted- Average Exercise Price Nonvested on December 31, 2020 973,000 $ 2.28 Granted 92,466 8.39 Vested ( 612,341 ) 3.28 Forfeited - - Nonvested on December 31, 2021 453,125 $ 2.17 The Company recognized stock-based compensation expense related to options issued and vesting of $ 827,065 during the year ended December 31, 2021, of which $ 587,209 is included in general and administrative expenses and $ 239,586 is included in research and development expenses in the accompanying statements of operations. The remaining value to be expensed is $ 971,080 with a weighted average vesting term of 0.87 years as of December 31, 2021. The Company recognized compensation expense related to options issued and vesting of $ 406,880 during the year ended December 31, 2020, which is included in general and administrative expenses in the accompanying statements of operations. Warrants For the years ended December 31, 2021 and December 31, 2020, 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 $ 1.92 - 5.50 Expected dividend yield 0 % Risk free interest rate 0.17 %- 0.42 % Expected life in years 3.00 - 5.00 Expected volatility 146 %- 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 33,912,070 0.96 4.70 Exercised ( 9,492,126 ) 0.39 - Expired or forfeited ( 149,126 ) 5.72 - Outstanding December 31, 2021 30,069,964 $ 1.67 4.38 F- 19 Nonvested Warrants Number Weighted- Average Exercise Price Nonvested on December 31, 2020 320,000 $ 3.69 Granted 33,912,070 0.96 Vested ( 29,603,736 ) 0.91 Forfeited - - Nonvested on December 31, 2021 4,628,334 $ 1.51 The Company recognized stock-based compensation expense related to warrants issued and vesting of $ 189,899 and $ 304,526 during the years ended December 31, 2021 and December 31, 2020, respectively, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $ 113,803 with a weighted average vesting term of 1.00 years as of December 31, 2021. During the year ended December 31, 2021, 9,492,126 warrants were exercised for 9,492,126 shares of common stock. The Company recognized proceeds of $ 3,727,285 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. In connection with the August 2021 Offering, the Company issued warrants to purchase up to 4,583,334 shares at an exercise price of $ 2.53 . The warrant was subsequently adjusted to $ 1.50 (See Note 9). 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). In connection with the December 2021 Offering, the Company issued 8,246,430 warrants to purchase shares of the Company’s common stock and 8,328,570 prefunded warrants. The warrant issued as part of the units had an exercise price of $1.15 and the prefunded warrants had an exercise price of $0.001. In addition, the Company issued a warrant to the underwriters to purchase up to 828,750 shares of common stock at an exercise price of $0.98 per share. Restricted Stock Units A summary of Restricted Stock Units (“RSUs”) issuances are as follows: Nonvested RSUs Number Weighted Average Price Nonvested December 31, 2020 - $ - Granted 1,822,799 2.03 Vested ( 825,949 ) 2.11 Forfeited ( 218,600 ) 2.12 Nonvested December 31, 2021 778,250 $ 1.92 F- 20 The Company recognized stock-based compensation expense related to RSUs issued and straight-line vesting expense of $ 1,843,902 and zero during the years ended December 31, 2021 and December 31, 2020, respectively, of which, $ 1,237,182 is included in general and administrative and $ 606,720 is included in research and development in the accompanying Statements of Operations. The remaining value to be expensed is $ 1,391,343 as of December 31, 2021. During the year ended December 31, 2021, the Company granted a total of 1,822,799 RSUs. As of December 31, 2021, 825,949 of these RSUs have vested and 218,600 were forfeited. The Company issued 825,949 shares of common stock for the 825,949 vested RSUs. NOTE 12 – INCOME TAXES For the years ended December 31, 2021 and 2020, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s losses before income taxes consist solely of losses from domestic operations. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Cares Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. The Company considered the provisions under the CARES Act and elected not to take advantage of the provisions of CARES Act as the effect of such provisions was not expected to have a material impact on the Company’s results of operations, cash flows and financial statements. A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: 2021 2020 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 6.9 8.2 Tax Credits 0.1 1.3 Permanent Differences/Others ( 5.0 ) 30.3 Change in valuation allowance ( 23.0 ) ( 60.8 ) Total provision for income taxes 0 % 0 % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are comprised of the following: Years Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 10,896,410 $ 3,651,932 Tax credits carryforwards 161,943 116,949 Stock-based compensation 1,541,936 2,350,795 Lease liability 1,169,887 367,029 Loss on impairment of debt 4,140,318 Other 23,933 1,920 Total deferred tax assets 17,934,427 6,488,625 Valuation allowance ( 16,670,590 ) ( 6,109,685 ) Net deferred tax assets 1,263,837 378,940 Deferred tax liabilities Right of use assets ( 1,169,887 ) ( 368,950 Fixed assets ( 93,950 ) ( 9,990 Total deferred tax liabilities ( 1,263,837 ) ( 378,940 ) Net deferred taxes $ — $ — F- 21 The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and tax credits. Management has considered the Company’s history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2021 and 2020, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2021 by approximately $ 10.6 million primarily due to the generation of net operating loss and tax credit carryforwards, impairment of note receivable, and stock-based compensation. As of December 31, 2021 and 2020, the Company had U.S. federal net operating loss carryforwards of $ 38.0 million and $ 12.6 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act (” TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80 % of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100 % of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The Company has federal net operating losses generated following 2017 of $ 37.9 million, which do not expire. The federal net operating losses generated prior to 2018 of $ 0.1 million will expire at various dates through 2037. The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year taxable income without the 80 % of the taxable income limitation under the TCJA which was enacted on December 22, 2017. The Company has been generating losses since its inception, as such the net operating loss carryback provision under the CARES Act is not applicable to the Company. As of December 31, 2021 and 2020, the Company also had U.S. state net operating loss carryforwards of $ 44.8 million and $ 15.2 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2041. As of December 31, 2021, the Company had no federal tax credit carryforwards available to reduce future tax liabilities. As of December 31, 2020, the Company had federal tax credit carryforwards of approximately $ 0.1 million, available to reduce future tax liabilities which expire at various dates through 2040. As of December 31, 2021 and 2020, the Company had state research and development tax credit carryforwards of approximately $ 0.2 million and $ 0.1 million, respectively, which may be available to reduce future tax liabilities and can be carried over indefinitely. Utilization of the U.S. federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. F- 22 The Company has not, as of yet, conducted a study of research and development tax credit carryforwards. Such a study, once undertaken by the Company, may result in an adjustment to the research and development tax credit carryforwards; however, a full valuation allowance has been provided against the Company’s research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment is required. The Company files tax returns in the United States, California, Virginia, and New York. The Company is subject to U.S. federal and state tax examinations by tax authorities for the tax years ended December 31, 2018 through present. As of December 31, 2021 and 2020, the Company has recorded no liability for unrecognized tax benefits, interest, or penalties related to federal and state income tax matters and there currently no pending tax examinations. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. NOTE 13 – SUBSEQUENT EVENTS Nasdaq Stock Market, LLC Notification: On January 18, 2022, the Company was notified (the “Notification Letter”) by The Nasdaq Stock Market, LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $ 1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock between December 1, 2021 and January 14, 2022, the Company no longer met the minimum bid price requirement. The Notification Letter had no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market and, at the time, the common stock continued to trade on The Nasdaq Capital Market under the symbol “ADTX.” The Notification Letter provided the Company has 180 calendar days, or until July 18, 2022, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $ 1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by July 18, 2022, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market continued listing requirements (except for the bid price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel. The Company intends to monitor the closing bid price of its common stock and will consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. RSU Grant: On January 28, 2022, the Compensation Committee approved the grant of 482,700 RSUs to employees pursuant to the Company’s 2021 Equity Incentive Plan. Included in this grant were 480,000 RSUs granted to officers of the Company. Forbearance Agreement: On January 31, 2022, the Company’s $ 14.5 million loan to Cellvera Global became fully due and payable under the Credit Agreement. On February 14, 2022, the Company entered into a Forbearance Agreement and Seventh Amendment to Credit Agreement (the “Forbearance Agreement”) with Cellvera Global. Pursuant to the Forbearance Agreement, the Company agreed to forbear from exercising its rights and remedies against the Cellvera Global (the “Borrower”) and certain affiliated guarantor parties until the earlier of (i) June 30, 2022 or (ii) the date of occurrence of any event of default under the Forbearance Agreement (the “Forbearance Period”). Given that the parties continue to conduct due diligence in connection with that certain Share Exchange Agreement dated as of December 28, 2021 by and between the Company and Cellvera Global (the “Share Exchange Agreement”), the Company and the Borrower also agreed that should the initial closing occur under the Share Exchange Agreement, the existing event of default will be waived. Under the Forbearance Agreement, the Company and the Borrower also agreed to certain amendments to the Credit Agreement, including, but not limited to: (i) the delivery by the Borrower of certain financial statements and forecasts, and (ii) certain regularly scheduled payments to be made by Borrower to the Company during the Forbearance Period. As of the date these financial statements were available to be issued; the regularly scheduled payments under the Forbearance Agreement were not made. (see Note 4) F-23