Item
1.01 Entry into a Material Definitive Agreement.
On
September 1, 2020, Aditx Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement, by and between
the Company and Dawson James Securities, Inc., acting as the representative (the “Representative”) of the several
underwriters named therein (the “Underwriting Agreement”), pursuant to which the Company consummated an underwritten
public offering (the “Offering”) of 2,400,000 units of its securities (the “Units”), with each Unit consisting
of (a) one share of the Company’s common stock, par value $0.001 per share, (b) one Series A-1 warrant (the “Series
A-1 Warrants”) to purchase one share of common stock at an exercise price equal to $3.19 per share, exercisable until the
fifth anniversary of the issuance date, and (c) one Series B-1 Warrant (the “Series B-1 Warrants,” and together with
the Series A-1 Warrants, the “Warrants”) to purchase one share of common stock at an exercise price equal to $5.00
per share, exercisable until the fifth anniversary of the issuance date and subject to certain adjustment and cashless exercise
provisions. On September 4, 2020, the Company sold an additional 360,000 Series A-1 Warrants and 360,000 Series B-1 Warrants upon
exercise of the underwriters’ over-allotment option. The underwriters continue to hold a 45-day option to purchase 360,000
shares of common stock to cover over-allotments, if any.
The
Company also offered to those purchasers, if any, whose purchase of common stock in the Offering would otherwise result in such
purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s
outstanding common stock immediately following the consummation of the Offering, the opportunity, in lieu of purchasing common
stock, to purchase Series A Convertible Preferred Stock, (“Preferred Stock”). Each share of Preferred Stock was offered
and sold together with the same Series A-1 and Series B-1 Warrants described above being sold with each share of common stock.
For each share of Preferred Stock purchased in the Offering in lieu of common stock, the Company reduced the number of shares
of common stock being sold in the Offering on a one-for-one basis.
The
public offering price was $4.00 per Unit. The shares of common stock, Preferred Stock, Series A-1 Warrants, and Series B-1 Warrants
were issued separately and are immediately separable upon issuance.
On
September 4, 2020, the Company entered into a Series A-1 Warrant Agent Agreement (the “Series A-1 Warrant Agreement”)
and Series B-1 Warrant Agent Agreement (Series B-1 Warrant Agreement”), each with VStock Transfer, LLC (“VStock”),
appointing VStock as Warrant Agent for the Series A-1 Warrants and Series B-1 Warrants for purposes of the Offering. A registration
statement on Form S-1 (File No. 333-248491) (the “Registration Statement”) relating to the Offering was initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 28, 2020, and was declared effective
on September 1, 2020. The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions
and other estimated Offering expenses, and excluding the exercise of any Warrants, was approximately $9.6 million.
The
Underwriting Agreement, the Series A-1 Warrant Agreement (including the form of Series A-1 Warrant), and the Series B-1 Warrant
Agreement (including the form of Series B-1 Warrant) are filed as Exhibits 1.1 and 10.1, 10.2, respectively, to this Current Report
on Form 8-K, and the description of the terms of the Underwriting Agreement, the Series A-1 Warrant Agreement, and the Series
B-1 Warrant Agreement are qualified in their entirety by reference to such exhibits.