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Stockholders’ Equity

6 Months Ended

Jun. 30, 2025

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Stock

On March 14, 2025, the Company effectuated a 1-for-250 reverse stock split (the “2025 Reverse Split”). The Company’s stock began trading at the 2025 Reverse Split price effective on the Nasdaq Stock Market on March 17, 2025.

On March 14, 2025, Pearsanta effectuated a 1-for-60 reverse stock split (the “2025 Pearsanta Reverse Split”). There was no change to the number of authorized shares of Pearsanta’s common stock. All share amounts referenced in this report are adjusted to reflect the 2025 Pearsanta Reverse Split.

During the six months ended June 30, 2024, the Company issued 5 shares of common stock as part of the MDNA asset purchase agreement. During the six months ended June 30, 2024, the Company issued 30 shares of common stock as part of a settlement agreement.

At the Market Offering Agreement Amendment & Activity

On October 25, 2024 the Company entered into an amendment to the existing At The Market Offering Agreement (the “ATM”) with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Company’s common stock having an aggregate offering price of up to $35,000,000 (the “ATM Shares”).

During the six months ended June 30, 2025, the Company sold 2,048,002 ATM Shares at an average price of $4.18 per share under the ATM. The sale of the ATM Shares generated net proceeds of approximately $8,560,920 after paying fees and expenses.

ELOC Activity

On May 2, 2024, the Company entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an equity line investor (the “ELOC Investor”), pursuant to which the ELOC Investor has agreed to purchase from the Company, at the Company’s direction from time to time, in its sole discretion, from and after the date effective date of the Registration Statement (as defined below) and until the termination of the ELOC Purchase Agreement in accordance with the terms thereof, shares of the Company’s common stock having a total maximum aggregate purchase price of $150,000,000 (the “ELOC Purchase Shares”), upon the terms and subject to the conditions and limitations set forth in the ELOC Purchase Agreement.

In January 2025, the Company issued a total of 46,157 shares to the ELOC Investor in connection with $2,250,000 in commitment fees as defined in the ELOC Purchase Agreement.

During the six months ended June 30, 2025, the Company sold 853,959 shares at an average price of $18.99 per share under the ELOC Purchase Agreement. The sale of shares generated net proceeds of approximately $16,216,915 after paying fees and expenses.

Preferred Stock

The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were 29,380 and 35,758 shares of preferred stock outstanding as of June 30, 2025 and December 31, 2024, respectively.

All series of the Company’s convertible preferred stock include alternate conversion provisions. The Company’s convertible preferred stock also contains floor pricing provisions; the Company has the discretion to issue shares below the floor price.

Aditxt Preferred Share Class		Quantity Issued and Outstanding as of June 30, 2025				Standard Conversion Common Stock Equivalent				Liquidation Amount
Series A Preferred Stock			-				-			$	-
Series A-1 Convertible Preferred Stock			21,803				2,456				27,253,448
Series B Preferred Stock			-				-				-
Series B-1 Convertible Preferred Stock			2,689				332				3,361,250
Series B-2 Convertible Preferred Stock			2,625				279				3,281,250
Series C Preferred Stock			-				-				-
Series C-1 Convertible Preferred Stock			2,263				88				2,828,305
Series D-1 Preferred Stock			-				-				-
Total Aditxt Preferred Shares Outstanding			29,380				3,155			$	36,724,253

Series A-1 Convertible Preferred Stock Redemptions

During the six months ended June 30, 2025, the Company redeemed approximately 268 shares of Series A-1 Convertible Preferred Stock for $308,000.

In connection with the May Purchase Agreement, the Company applied $517,445 of the gross proceeds of the ATM as a payable to redeem approximately 450 of the Series A-1 Preferred Shares in a mandatory redemption. As of June 30, 2025, the remaining Series A-1 Preferred Shares are contingently redeemable until the Forbearance Agreement expiration date of August 7, 2025. (Note 7)

Series C-1 Convertible Preferred Stock Redemptions

For the six months ended June 30, 2025, the Company redeemed approximately 6,110 shares of Series C-1 Convertible Preferred Stock for $7,027,070. As of the date of this report, the Company has an outstanding redemption payable of 2,263 shares Series C-1 Convertible Preferred Stock of $3,956,819.

Pearsanta Acquisition of Assets

On March 24, 2025, Pearsanta, a majority-owned subsidiary of the Company entered into an Agreement for the Acquisition of Patents (the “Pearsanta Acquisition Agreement”) with the holders (the “Asset Holders”) of certain patents and intellectual property assets (the “Pearsanta Acquired Assets”), which are related to the detection of DNA adducts for detection of changes to the DNA that may lead to potentially disease-causing mutations, pursuant to which Pearsanta acquired the Pearsanta Acquired Assets in consideration of the issuance by Pearsanta to the Asset Holders of an aggregate of 200 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Pearsanta Series B Preferred Stock”). The Pearsanta Series B Preferred Stock valued at $50.00 per share resulting in $10,000 of patent expenses being recognized on the statement of operations.

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Pearsanta Series B Preferred Stock, the Pearsanta Series B Preferred Stock will be mandatorily and automatically converted, with no further action on the part of the holders thereof, into 1,000 fully paid and nonassessable shares of common stock (1:1,000) (the “Series B Conversion Ratio”) of Pearsanta upon the consummation of a firm underwritten initial public offering of the common stock for cash effected pursuant to a registration statement or similar document filed by or on behalf of Pearsanta under the Securities Act of 1933, as amended (a “Pearsanta Qualifying IPO”), provided, however, that if the value of such Pearsanta Series B Preferred Stock, on an as-converted basis, at the time of the pricing of the Pearsanta common stock in connection with the Pearsanta Qualifying IPO does not equal $1,000,000, then the conversion ratio of the Pearsanta Series B Preferred Stock will be adjusted such that the value of the securities received in the Pearsanta Qualifying IPO by the Asset Holders shall equal $1,000,000 in the aggregate.

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. All shares of our common stock pursuant to awards under the 2017 Plan have been awarded.

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”) administers the 2021 Plan. An amendment to the 2021 Plan was submitted and approved by the Company’s stockholders at the 2024 annual meeting of stockholders, increasing the shares of common stock issuable under the plan by 12,500. A total of 14,000 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 six months ended June 30, 2025 and 2024, the Company granted no new options.

The Company recognizes 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:

Vested and Nonvested Stock Options		Number				Weighted Average Exercise Price				Weighted Average Remaining Life
Outstanding December 31, 2024			60			$	44,395,124.59				6.10
Granted			-				-				-
Exercised			-				-				-
Expired or forfeited			(1	)			150,200,000.00				-
Outstanding June 30, 2025			59			$	40,808,518.64				5.81

Nonvested Stock Options		Number				Weighted- Average Exercise Price
Nonvested on December 31, 2024			-			$	-
Granted			-				-
Vested			-				-
Forfeited			-				-
Nonvested on June 30, 2025			-			$	-

As of June 30, 2025 there were 59 exercisable options; these options had a weighted average exercise price $40,808,518.64.

On December 18, 2023, our Board of Directors adopted the Pearsanta, Inc. 2023 Omnibus Equity Incentive Plan (the “Pearsanta 2023 Plan”) and the 2023 Parent Service Provider Equity Incentive Plan (the “Pearsanta Parent 2023 Plan”), collectively (the “Pearsanta Plans”). The Pearsanta Plans 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 “Pearsanta Awards”). Eligible recipients of Pearsanta Awards include employees, directors or independent contractors of the Company or any affiliate of the Company. The Board of Directors administers the Pearsanta Plans. The Pearsanta 2023 Plan consists of a total of 250,000 shares of Pearsanta common stock, par value $0.001 per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta 2023 Plan. The Pearsanta Parent 2023 Plan consists of a total of 155,334 shares of Pearsanta common stock, par value $0.001 per share, which may be issued pursuant to Pearsanta Awards granted under the Pearsanta Parent 2023 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 Pearsanta Plans) of a share of Common Stock on the date of grant.

During the six months ended June 30, 2025 and 2024, Pearsanta granted no new options under the Pearsanta 2023 Plan.

The following is an analysis of the stock option grant activity under the Pearsanta Plans:

Vested and Nonvested Stock Options		Number				Weighted Average Exercise Price				Weighted Average Remaining Life
Outstanding December 31, 2024			181,227			$	1.19				8.84
Granted			-				-				-
Exercised			-				-				-
Expired or forfeited			-				-				-
Rounding in connection with Reverse Split			-				-				-
Outstanding June 30, 2025			181,227			$	1.19				8.34

Nonvested Stock Options		Number				Weighted- Average Exercise Price
Nonvested on December 31, 2024			-			$	-
Granted			-				-
Vested			-				-
Forfeited			-				-
Nonvested on June 30, 2025			-			$	-

As of June 30, 2025, there were 181,227 exercisable options; these options had a weighted average exercise price $1.19.

The Company recognized stock-based compensation expense related to all options granted and vesting expense of $0 during the three months ended June 30, 2025. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $0 during the six months ended June 30, 2025. The remaining value to be expensed is $0 as of June 30, 2025. The weighted average vesting term is 0 years as of June 30, 2025.

The Company recognized stock-based compensation expense related to all options granted and vesting expense of $4,095 during the three months ended June 30, 2024, of which $4,095 is included in general and administrative expenses in the accompanying statements of operations. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $28,668 during the six months ended June 30, 2024, of which $28,688 is included in general and administrative expenses in the accompanying statements of operations.

Warrants

For the year ended December 31, 2024, the fair value of each warrant granted was estimated using the assumption and/or factors in the Black-Scholes Model as follows:

Exercise price		$	2.00
Expected dividend yield			0	%
Risk free interest rate			3.75	%
Expected life in years			1.0
Expected volatility			190	%

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, 2024			2,680			$	659,707.35				4.51
Granted			600,000				2.00				1.98
Exercised			-				-				-
Expired or forfeited			-				-				-
Outstanding June 30, 2025			602,680			$	2,935.58				1.99

Nonvested Warrants		Number				Weighted- Average Exercise Price
Nonvested on December 31, 2024			-			$	-
Granted			600,000				2.00
Vested			(600,000	)			2.00
Forfeited			-				-
Nonvested on June 30, 2025			-			$	-

The Company recognized stock-based compensation expense related to all warrants granted and vesting expense of $473,311 during the three months ended June 30, 2025. The Company recognized stock-based compensation expense related to all options granted and vesting expense of $473,311 during the six months ended June 30, 2025. The remaining value to be expensed is $0 as of June 30, 2025. The weighted average vesting term is 0 years as of June 30, 2025.