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Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

The Company is authorized to issue 27,000,000 shares of common stock, par value $0.001 per share.

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.

During the year ended December 31, 2019, the Company issued 41,000 shares of common stock for services and recognized expense of $82,000 in stock compensation and license fees. These shares were valued based on the price which common shares were being sold in the private placement.

Reverse Stock Split

On June 29, 2020, the Company effectuated a 1-for-2 reverse stock split of its issued and outstanding shares of common stock by filing a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split.

Preferred Stock

The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share.

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 employees, and consultants. Up to 2,500,000 shares of our common stock may be issued 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.

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.

During the year ended December 31, 2019, the Company granted 700,000 stock options with exercise prices of $4.00 per share vesting on issuance. The total grant date fair value was determined to be $2,495,556. For all periods presented, the fair value of each stock option granted was estimated using the Black-Scholes assumption ranges and or factors as follows:

Exercise price		$	1.92-11.00
Expected dividend yield			0	%
Risk free interest rate			0.28%-2.65	%
Expected life in years			2.70-10.00
Expected volatility			141-151	%

The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of stock options.

The expected term of stock options is calculated using either the simplified method for employee options which takes into consideration the contractual life and vesting terms of the options, unless the options are expected to vest in which case the contractual term of the options.

The Company determined the expected volatility assumption for options 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 stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility.

The dividend yield assumption for options granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.

Management estimated the fair value of common stock by looking at a market approach which takes into consideration past sales of stock to third parties and Company developments to date.

The Company recognizes stock option 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:

Stock Options		Number				Weighted Average Exercise Price				Weighted Average Remaining Life
Outstanding December 31, 2019			1,102,500			$	4.00				7.77
Granted			1,045,500				2.32				8.91
Expired or forfeited			(5,000	)			1.92				-
Outstanding December 31, 2020			2,143,000			$	3.18				7.81

Nonvested Options		Shares				Weighted- Average Exercise Price
Nonvested at December 31, 2019			-			$	-
Granted			1,045,500				2.32
Vested			(67,500	)			2.93
Expired or forfeited			(5,000	)			1.92
Nonvested at December 31, 2020			973,000			$	2.28

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. The remaining value to be expensed is $1,781,485 with a weighted average vesting term of 2.40 years as of December 31, 2020. The Company recognized compensation expense related to options issued and vesting of $2,513,826 during the year ended December 31, 2019, which is included in general and administrative expenses in the accompanying statements of operations.

On October 6, 2020, the Board of Directors approved the issuance of an aggregate of 40,000 stock options as compensation for the non-employee members of the Board of Directors under the Company’s 2017 Equity Incentive Plan. The options are subject to certain vesting provisions.

Warrants

A summary of warrant issuances are as follows:

*Warrants*		Number				Weighted Average Exercise Price				Weighted Average Remaining Life
Outstanding December 31, 2019			1,382,478				4.44				2.84
Granted			8,906,381				6.24				5.00
Expired or forfeited			(190,810	)			8.12				-
Exercised			(4,298,903	)			7.20				-
Outstanding December 31, 2020			5,799,146			$	5.05				4.00

Nonvested Warrants		Shares				Weighted- Average Exercise Price
Nonvested at December 31, 2019			200,000				4.00
Granted			8,906,381				6.24
Vested			(4,296,668	)			5.14
Expired or forfeited			(4,489,713	)			7.24
Nonvested at December 31, 2020			320,000			$	3.69

The warrants granted for compensation are valued using similar inputs as noted in the stock options section above, with the exception of the expected life which is the contractual life.

The Company recognized compensation expense related to warrants issued and vesting of $304,526 and $1,102,596 during the year ended December 31, 2020 and 2019, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $294,948 with a weighted average vesting term of 0.90 years as of December 31, 2020.

During the year ended December 31, 2020, 4,297,703 warrants were exercised for 4,298,903 shares of common stock. The Company recognized proceeds of $210,544 related to the exercises.

During the year ended December 31, 2020, the Company issued 60,000 warrants to the underwriters related to the September 2020 Offering. These warrants have an exercise price of $5.00, a term of five years, and become exercisable beginning on March 1, 2021. The value of these warrants were both an increase and decrease to additional paid in capital as a cost of the offering for net a zero impact on the financial statements.