UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
☒ ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended: December 31, 2020
OR
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________
to _______________
Commission file number: 001-39336
Aditx Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
82-3204328 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| 2569 Wyandotte, St., Suite 101 |
|
|
| Mountain View, CA |
|
94043 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 870-1200
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common Stock, par value $0.001 per share |
|
ADTX |
|
The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of
the Act: None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No
☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted posted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
Emerging growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant on June 30, 2020, based on a closing price of $5.06 was approximately $20,079,659.
As of March 24, 2020, the registrant had 14,225,301
and 14,124,498 shares of common stock, $0.001 par value per share, issued and outstanding, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive
proxy statement relating to its 2021 annual meeting of stockholders (the “2021 Proxy Statement”) are incorporated by reference
into Part III of this Annual Report on Form 10-K where indicated. The 2021 Proxy Statement will be filed with the Securities and Exchange
Commission (the “SEC”) within 120 days after the end of the fiscal year to which this report relates.
EXPLANATORY NOTE
Aditx Therapeutics, Inc.. (hereinafter referred
to as “us,” “we,” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “First
Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the Securities and
Exchange Commission (“SEC”) on March 25, 2021 (the “Original Report”) solely to amend
and restate the Exhibit Index included in Item 15 by adding Exhibits 3.2,
3.4, 4.2 – 4.4 and 10.1 through 10.23, which were omitted from the Original Report. Except as described above, no other information
in the Original Filing has been updated and this First Amendment continues to speak as of the date of the Original Filing. Other events
occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events will be addressed in other
reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing.
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-6 |
| Notes to Financial Statements |
|
F-7 |
| |
(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.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 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) |
| 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) |
| 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) |
| 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) |
| 23.1* |
|
Consent of dbbmckennon, 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 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 |
| 31.3 |
|
Certification of Principal 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* |
|
XBRL Instance Document |
| 101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
*Previously filed
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 2nd day of July 2021.
| |
Aditx Therapeutics, Inc. |
| |
|
| |
By: |
/s/ Amro Albanna |
| |
|
Name: |
Amro Albanna |
| |
|
Title: |
Chief Executive Officer |
5
