ADTX Aditxt Inc

Item 1.01 Entry into a Material Definitive Agreement

On November 18, 2020, Aditx Therapeutics, Inc. (the “Company”) entered into a Consulting Agreement (the “Salveo Consulting Agreement”) by and between the Company and Salveo Diagnostics, Inc., a Delaware corporation (“Salveo”). Pursuant to the Salveo Consulting Agreement, Salveo will establish, setup and commence commercial operations of a licensed, College of American Pathologists accredited, and Clinical Laboratory Improvement Amendments (“CLIA”) certified, independent clinical and diagnostic laboratory for the Company and its AditxtScore™ immune monitoring technology (the “Services”).

In consideration for the Services, and upon the successful completion of certain milestones (the “Milestones”) described below, the Company will issue Salveo up to 650,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) in the aggregate. The Shares are issuable to Salveo upon the completion of the following Milestones: (i) 150,000 Shares upon the sale and transfer to the Company of certain code and interpretive commenting algorithms (the “Algorithms”) along with related testing protocols and all technology, codes and spreadsheets, know-how, any necessary information or tools to implement, use, and/or continue to improve or further refine the Algorithms, and other associated intellectual property; (ii) 250,000 Shares upon securing temporary laboratory space and other related tasks in connection with the launch of the AditxtScore™ platform; and (iii) 250,000 Shares upon satisfaction of tasks related to the establishment of a long-term AditxtScore™ center in Richmond, VA. The Company shall also pay Salveo at cost for Salveo’s reasonable and documented purchases, general operating costs and expenses incurred in connection with the Services.

The issuance of the Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, in reliance on the exemption from registration under the Securities Act, as provided by Section 4(a)(2) thereof.

The term (the “Term”) of the Salveo Consulting Agreement expires on December 31, 2020, unless all Milestones are completed prior to December 31, 2020 in which case the Term will automatically end as of the date that all such Milestones are completed. The Term may be renewed or extended, by mutual written agreement of the Company and Salveo, for an additional thirty (30) day period unless sooner terminated, provided that Company has a right to unilaterally extend the Term for up to three (3) additional thirty (30) day periods each in the event that the Milestones have not been satisfied and the AditxtScore™ center has not been set up as a fully licensed and CLIA certified independent clinical and diagnostics laboratory. Notwithstanding the foregoing, the Company and Salveo may mutually terminate the Salveo Consulting Agreement in writing at any time. Additionally, the Company may terminate the Salveo Consulting Agreement for Cause (as such term is defined in the Salveo Consulting Agreement) at any time.

The foregoing description of the Salveo Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Salveo Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.