Aditxt (ADTX) 10-Q 12 May 21 2021 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 11, 2021
Document Information Line Items
Entity Registrant Name	Aditx Therapeutics, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		14,546,248
Amendment Flag	false
Entity Central Index Key	0001726711
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Entity File Number	001-39336
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Balance sheets (Unaudited)

Balance sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash	$ 14,045,036	$ 10,500,826
Prepaid expenses	380,653	147,642
ROU asset - short term	383,275	384,685
TOTAL CURRENT ASSETS	14,808,964	11,033,153
Fixed Assets	2,040,988	798,919
Intangible Assets	294,616	321,000
ROU asset - long term	799,703	871,136
Deposits	72,296	72,296
TOTAL ASSETS	18,016,567	13,096,504
CURRENT LIABILITIES:
Accounts payable and accrued expenses	972,952	241,613
Convertible note payable, net of discount – short term – Note 8	1,309,086
Financing of fixed asset – short term	718,542	587,588
Deferred rent	10,458	6,536
Lease liability - short term	393,733	391,221
TOTAL CURRENT LIABILITIES	3,404,771	1,226,958
Convertible note payable, net of discount - long term – Note 8	1,880,379
Financing of fixed asset - long term	582,801
Lease liability - long term	778,787	858,064
TOTAL LIABILITIES	6,646,738	2,085,022
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively
Common stock, $0.001 par value, 27,000,000 shares authorized, 14,591,051 and 13,074,495 shares issued and 14,490,248 and 12,973,692 shares outstanding, respectively	14,595	13,078
Treasury stock, 100,803 and 100,803 shares, respectively	(201,605)	(201,605)
Additional paid-in capital	38,815,684	32,079,187
Accumulated deficit	(27,258,845)	(20,879,178)
TOTAL STOCKHOLDERS’ EQUITY	11,369,829	11,011,482
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 18,016,567	$ 13,096,504

Balance sheets (Unaudited) (Par

Balance sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	27,000,000	27,000,000
Common stock, shares issued	14,591,051	13,074,495
Common stock, shares outstanding	14,490,248	12,973,692
Treasury stock	100,803	100,803

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
OPERATING EXPENSES
General and administrative expenses, including $1,464,902, and $529,437, in stock-based compensation	$ 5,098,517	$ 856,427
Research and development expenses, including $0, and $0 in stock-based compensation	935,952	200,371
Sales and marketing expenses, including $0, and $0 in stock-based compensation	58,563
Total Operating Expenses	6,093,032	1,056,798
NET LOSS FROM OPERATIONS	(6,093,032)	(1,056,798)
OTHER INCOME (EXPENSE)
Interest expense	(16,803)	(454)
Interest income	249
Gain on forgiveness of debt		32,500
Amortization of debt discount	(270,081)	(164,611)
Total Other Income (Expense)	(286,635)	(132,565)
Net loss before income taxes	(6,379,667)	(1,189,363)
Income tax provision
NET LOSS	$ (6,379,667)	$ (1,189,363)
Net loss per share - basic and diluted (in Dollars per share)	$ (0.46)	$ (0.30)
Weighted average number of shares outstanding during the period - basic and diluted (in Shares)	13,829,124	3,906,451

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parentheticals) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
General and administrative expenses [Member]
Stock-based compensation	$ 1,464,902	$ 529,437
Research and development [Member]
Stock-based compensation	0	0
Sales and marketing [Member]
Stock-based compensation	$ 0	$ 0

Statements of Stockholders_ Equ

Statements of Stockholders’ Equity (Deficit) - USD ($)	Preferred Shares Par	Common Shares Par	Treasury Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019		$ 3,916	$ (189,625)	$ 9,063,483	$ (11,729,951)	$ (2,852,177)
Balance (in Shares) at Dec. 31, 2019		3,821,087
Issuance of shares for services and licenses		$ 105		418,895		419,000
Issuance of shares for services and licenses (in Shares)		104,750
Stock option and warrant compensation				110,437		110,437
Treasury stock			(11,980)			(11,980)
Treasury stock (in Shares)		(5,990)
Net loss					(1,189,363)	(1,189,363)
Balance at Mar. 31, 2020		$ 4,021	(201,605)	9,592,815	(12,919,314)	(3,524,083)
Balance (in Shares) at Mar. 31, 2020		3,919,847
Balance at Dec. 31, 2020		$ 13,078	(201,605)	32,079,187	(20,879,178)	11,011,482
Balance (in Shares) at Dec. 31, 2020		12,973,692
Exercise of warrants		$ 1,164		3,717,792		3,718,956
Exercise of warrants (in Shares)		1,163,556
Issuance of shares for services and licenses		$ 18		51,222		51,240
Issuance of shares for services and licenses (in Shares)		18,000
Issuance of shares for compensation		$ 335		1,111,865		1,112,200
Issuance of shares for compensation (in Shares)		335,000
Stock option and warrant compensation				301,462		301,462
Fair value of warrants issued with convertible note payable				1,322,840		1,322,840
Warrant consideration for convertible note offering costs				231,316		231,316
Net loss					(6,379,667)	(6,379,667)
Balance at Mar. 31, 2021		$ 14,595	$ (201,605)	$ 38,815,684	$ (27,258,845)	$ 11,369,829
Balance (in Shares) at Mar. 31, 2021		14,490,248

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,379,667)	$ (1,189,363)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	1,464,902	529,437
Depreciation expense	66,243
Amortization of intangible assets	26,384
Amortization of debt discount	270,081	164,611
Changes in operating assets and liabilities:
Prepaid expenses	(233,011)
Accounts payable and accrued expenses	731,339	115,420
Accrued compensation to related parties		128,978
Net cash used in operating activities	(4,053,729)	(250,917)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(486,450)
Net cash used in investing activities	(486,450)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible note payable	5,000,000	335,000
Discount on convertible note payable from offering costs	(526,460)
Offering costs		(41,596)
Proceeds from exercise of warrants	3,718,956
Financing of fixed asset	(108,107)
Net cash provided by financing activities	8,084,389	293,404
NET INCREASE IN CASH	3,544,210	42,487
CASH AT BEGINNING OF PERIOD	10,500,826	4,090
CASH AT END OF PERIOD	14,045,036	46,577
Supplemental cash flow information:
Cash paid for income taxes
Cash paid for interest expense
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Liabilities assumed for common stock		11,980
Original offering discount on convertible note payable	1,000,000
Original offering discount on note payable		300,000
Debt Discount from warrants issued with convertible note payable	1,322,840
Debt Discount from warrant consideration for convertible debt offering costs	231,316
Liability recognized for financed assets	$ 821,862

Organization and Nature of Busi

Organization and Nature of Business	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditx Therapeutics, Inc. (“Aditxt” or the “Company”) was incorporated in the State of Delaware on September 28, 2017 and the Company’s headquarters are located in Mountain View, CA. The Company is a biotech innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. The Company is developing biotechnologies specifically focused on improving the health of the immune system through immune reprogramming and monitoring. The Company’s immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. The Company’s immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system and the Company plans to utilize them in its upcoming reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration. Offerings On July 2, 2020, the Company completed its initial public offering (“IPO”). In connection therewith, the Company issued 1,226,668 Units (the “Units”), at an offering price of $9.00 per Unit, resulting in gross proceeds of approximately $11.0 million. The Units issued in the IPO consisted of one share of common stock, one Series A warrant, and one Series B warrant. The Series A warrants originally had an exercise price of $9.00 and a term of 5 years. In addition, the Company issued a Unit Purchase Option at an exercise price of $11.25 per unit to the underwriters to purchase up to 67,466 units, with each unit consisting of (i) one share of common stock and (ii) one Series A warrant. On August 19, 2020, the Company modified the exercise price of the Series A warrants from $9.00 per share to $4.50 per share. The term of the Series A warrants was not modified. The Series B warrants have an exercise price of $11.25 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. As of March 31, 2021, substantially all of the Series B warrants issued in the IPO have been exercised pursuant to a cashless provision therein. On September 10, 2020, the Company completed a follow-on public offering (“September 2020 Offering”). In connection therewith, the Company issued 2,400,000 Units (the “Follow-On Units”), at an offering price of $4.00 per Follow-On Unit, resulting in gross proceeds of approximately $9.6 million. The Follow-On Units issued in the September 2020 Offering consisted of one share of common stock (or Series A Preferred Stock for investors who would own more than 4.99% of the Company if they invested in common stock), one Series A-1 warrant, and one Series B-1 warrant. The Series A-1 warrants have an exercise price of $3.19 per share and a term of 5 years. The Series B-1 warrants have an exercise price of $5.00 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. In addition, the Company issued a warrant to the underwriters to purchase up to 60,000 shares of common stock at an exercise price of $5.00 per share. Subsequent to quarter end, substantially all of the Series B-1 warrants issued in the September 2020 Offering have been exercised pursuant to a cashless provision therein. Risks and Uncertainties The Company has a limited operating history and has not generated revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raising efforts and additional development of our technologies may be negatively affected.

Going Concern Analysis

Going Concern Analysis	3 Months Ended
	Mar. 31, 2021
Going Concerns Disclosure [Abstract]
GOING CONCERN ANALYSIS	NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated revenues to date. During the three months ended March 31, 2021, the Company had a net loss of $6,379,667 and cash of $14,045,036. The Company will be conducting medical research and development, and the time at which the Company will begin generating revenue is unknown. These factors indicate substantial doubt about the Company’s ability to continue as a going concern. The Company believes, however, that the funds raised by the IPO, the September 2020 Offering, and the offering, sale, and issuance by the Company of a Senior Secured Convertible Promissory Note pursuant to a Securities Purchase Agreement (the “January 2021 Securities Purchase Agreement”) will be sufficient to fund the Company’s operation for at least the next 12 months. Because of these factors, the Company believes that this alleviates substantial doubt in connection with the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While we believe in the viability of our strategy to generate sufficient revenue, control costs, and raise additional funds when necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2021 and March 31, 2020. Although management believes that the disclosures in these unaudited financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s financial statements for the years ended December 31, 2020 and 2019, which contain the audited financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021 or for any future interim periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the fair value of stock options and warrants. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Offering Costs The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. Costs related to unsuccessful offerings are expensed. Leases Under Topic 842, adopted in 2020 with no impact related to adoption, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses, which are expensed as incurred. During the three months ended March 31, 2021 and March 31, 2020, the Company had a licensing fee for the patents of $69,360 and $126,045, respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2021, 2,143,000 stock options and 5,463,715 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of March 31, 2020, 1,110,000 stock options and 1,382,475 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, or ASU, No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, or ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The adoption of ASU 2019-12 did not have a material effect on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has elected to early adopt this ASU and the adoption of this ASU did not have a material impact on the Company's consolidated financial statements and related disclosures. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

Fixed Assets

Fixed Assets	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
FIXED ASSETS	NOTE 4 – FIXED ASSETS The Company’s fixed assets include the following on March 31, 2021: Cost Basis Accumulated Depreciation Net Computers $ 104,805 $ (12,138 ) $ 92,667 Lab Equipment 2,008,744 (71,251 ) 1,937,493 Office Furniture 10,407 (569 ) 9,838 Other Fixed Assets 1,048 (58 ) 990 Total Fixed Assets $ 2,125,004 $ (84,016 ) $ 2,040,988 The Company’s fixed assets include the following on December 31, 2020: Cost Basis Accumulated Net Computers $ 54,579 $ (3,079 ) $ 51,500 Lab Equipment 750,658 (14,350 ) 736,308 Office Furniture 10,407 (312 ) 10,095 Other Fixed Assets 1,048 (32 ) 1,016 Total Fixed Assets $ 816,692 $ (17,773 ) $ 798,919 Depreciation expense was $66,243 for the three months ended March 31, 2021 and zero for the three months ended for March 31, 2020. None of the Company’s fixed assets serve as collateral against any loans as of March 31, 2021 and December 31, 2020, other than those subject to the financed asset liability.

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 5 – INTANGIBLE ASSETS The Company’s intangible assets include the following on March 31, 2021: Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ (26,384 ) $ 294,616 Total Intangible Assets $ 321,000 (26,384 ) $ 294,616 The Company’s intangible assets include the following on December 31, 2020: Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ - $ 321,000 Total Intangible Assets $ 321,000 - $ 321,000 Amortization expense was $26,384 for the three months ended March 31, 2021 and zero for the three months ended for March 31, 2020. None of the Company’s intangible assets serve as collateral against any loans as of March 31, 2021 and December 31, 2020.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS On February 24, 2021, the Company granted 225,000 shares of restricted stock pursuant to the Company’s 2017 Equity Incentive Plan to the Company’s Chief Executive Officer. The Company recognized $747,000 in stock-based compensation for the issuance of these shares. The grant vests in equal annual installments over the course of (3) three years, beginning on March 31, 2021. On February 24, 2021, the Company granted 110,000 shares of restricted stock pursuant to the Company’s 2017 Equity Incentive Plan to the Company’s Chief Financial Officer. The Company recognized $365,200 in stock-based compensation for the issuance of these shares. The grant vests in equal annual installments over the course of (3) three years, beginning on March 31, 2021.

Agreements

Agreements	3 Months Ended
	Mar. 31, 2021
Agreements Disclosure [Abstract]
AGREEMENTS	NOTE 7 – AGREEMENTS On July 1, 2020, the Company entered into an amendment to the patent and technology licensing agreement with Loma Linda University (“LLU”), dated March 15, 2018. Pursuant to the amendment, the Company paid LLU $455,000 within four days of the signing of such amendment. The amendment also updated the milestone payment dates to be $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027. In October 2020, the Company entered into a 24-month financing agreement for lab equipment. The aggregate cost of this financing agreement will be $467,691, of which $430,871 represents principal and $36,820 represents interest. The financing agreement has an interest rate of 8% per year. On November 18, 2020, the Company entered into a Consulting Agreement (the “Salveo Consulting Agreement”) with Salveo Diagnostics, Inc., a Delaware corporation (“Salveo”). Pursuant to the Salveo Consulting Agreement, Salveo agreed to 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 us and our AditxtScore™ immune monitoring technology (the “Salveo Services”). In consideration for the Salveo Services, and upon the successful completion of certain milestones (the “Milestones”) described below, we issued Salveo an aggregate of 650,000 shares of our common stock (the “Salveo Shares”). The Salveo Shares were issued 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 proprietary 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. We also pay Salveo at cost for Salveo’s reasonable and documented purchases, general operating costs and expenses incurred in connection with the Salveo Services. As of December 31, 2020, all milestones have been met and all shares have been issued under the Salveo Consulting Agreement. In November 2020, the Company entered into an additional 24-month financing agreement for lab equipment. The aggregate cost of this financing agreement will be $233,581, of which $215,192 represents principal and $18,389 represents interest. The financing agreement has an interest rate of 8% per year. In February 2021, the Company entered into an additional 24-month financing agreement for lab equipment. The aggregate cost of this financing agreement, net of a $200,000 down payment will be $892,094, of which $821,861 represents principal and $70,233 represents interest. The financing agreement has an interest rate of 8% per year.

Convertible Note Payable

Convertible Note Payable	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
CONVERTIBLE NOTE PAYABLE	NOTE 8 – CONVERTIBLE NOTE PAYABLE On January 25, 2021, the Company entered into a Securities Purchase Agreement with an institutional accredited investor (the “Investor”) for the offering, sale, and issuance of a $6,000,000 Senior Convertible Promissory Note (the “Convertible Note”). The Convertible Note has a twenty-four-month term and is convertible at the option of the Investor at any time prior to maturity in shares of Common Stock at an initial conversion price of $4.00 per share. Pursuant to the Securities Purchase Agreement, the Company also issued a warrant to the Investor to purchase up to 800,000 shares of the Company’s common stock. The warrant is immediately exercisable for a period of three (3) years at an exercise price of $4.00 per share, subject to adjustment. An additional 75,000 warrants to purchase shares of the Company’s common stock was also issued to the underwriters. These underwriter warrants are immediately exercisable for a period of five (5) years at an exercise price of $4.00 per share, subject to adjustment. The Convertible Note has an original issuance discount of $1,000,000. The Company also recognized an additional discount of $526,460 from the issuance costs of the debt, $1,322,840 from the fair value of the warrants issued to the Investor, and $231,316 from the fair value of warrants issued to the underwriters. The total debt discount from these items was $3,080,616 which will be amortized over the life of the Convertible Note. Repayment of the Convertible Note’s principal amount will occur in nineteen monthly cash or common stock payments beginning in July 2021. The Convertible Note may be prepaid by the Company at any time without penalty at 105% of the then outstanding principal amount due under the Convertible Note. As of March 31, 2021, the outstanding balance of the Convertible Note payable net of unamortized debt discount was $3,189,465. As of March 31, 2021, the outstanding debt discount was $2,810,535. As of March 31, 2021 the outstanding balance of the Convertible Note payable was comprised of a short-term principal of $2,842,105 with a debt discount of $1,533,019, resulting in a $1,309,086 short-term Convertible Note payable net of debt discount. As of March 31, 2021 the outstanding balance of the Convertible Note payable was comprised of a long-term principal of $3,157,895 with a debt discount of $1,277,516, resulting in a $1,880,379 long-term Convertible Note payable net of debt discount.

Leases

Leases	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
LEASES	NOTE 9 – LEASES Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on March 31, 2021 and December 31, 2020 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Three Months Ended Three Months Ended Components of total lease costs: Operating lease expense $ 124,614 $ 7,720 Total lease costs $ 124,614 $ 7,720 Lease Positions as of March 31, 2021 ROU lease assets and lease liabilities for our operating leases are recorded on the balance sheet as follows: March 31, December 31, Assets Right of use asset – short term $ 383,275 $ 384,685 Right of use asset – long term 799,703 871,136 Total right of use asset $ 1,182,978 $ 1,255,821 Liabilities Operating lease liabilities – short term $ 393,733 $ 391,221 Operating lease liabilities – long term 778,787 858,064 Total lease liability $ 1,172,520 $ 1,249,285 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating leases 2.46 Weighted average discount rate – operating leases 8.00 % The future annual minimum lease payments as of March 31, 2021 are as follows: 2021 $ 305,198 2022 416,226 2023 362,544 2024 246,344 Total future minimum lease payments 1,330,312 Less: Lease imputed interest 157,792 Total $ 1,172,520

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 10 – 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 three months ended March 31, 2021, the Company issued 18,000 shares of common stock and recognized expense of $51,240 in stock-based compensation for consulting services. The Company also issued 1,163,556 shares of common stock for the exercise of warrants and received $3,718,956 in cash proceeds. The Company granted 335,000 shares of restricted common stock for compensation and recognized expense of $1,112,200 in stock-based compensation. (See Note 6) The stock-based compensation for the period was valued based on the value of the shares based on public information. During the three months ended March 31, 2020, the Company issued 104,750 shares of common stock for services and recognized expense of $419,000 in stock-based compensation and license fees. The stock-based compensation for the period was valued based on prior private placements or based on management’s estimates of value prior to the IPO. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. There were zero and zero preferred stock shares outstanding as of March 31, 2021 and December 31, 2020, respectively. 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. 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. 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”) will administer the 2021 Plan. A total of 3,000,000 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 will be submitted to the stockholders of the Company at the Company’s 2021 annual meeting of stockholders, to be held on May 19, 2021, for their approval and adoption, and a proposal regarding approval of the 2021 Plan has been included in the Company’s proxy statement for that annual meeting. During the three months ended March 31, 2021, the Company granted no new options. During the three months ended March 31, 2020, the Company granted 7,500 stock options to related parties with an exercise price of $11.00 per share, which vested on issuance. The total grant date fair value was determined to be $28,642. The following is an analysis of the stock option grant activity under the Plan: Stock Options Number Weighted Weighted Outstanding December 31, 2020 2,143,000 $ 3.18 7.81 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31, 2021 2,143,000 $ 3.18 7.56 Nonvested Options Shares Weighted- Nonvested on December 31, 2020 973,000 $ 2.28 Granted - - Vested (66,500 ) 3.66 Expired or forfeited - - Nonvested on March 31, 2021 906,500 $ 2.18 The Company recognized stock-based compensation expense related to options issued and vesting of $211,579 during the three months ended March 31, 2021, which is included in general and administrative expenses in the accompanying statements of operations. The remaining value to be expensed is $1,569,906 with a weighted average vesting term of 1.61 years as of March 31, 2021. The Company recognized stock-based compensation expense related to options issued and vesting of $27,799 during the three months ended March 31, 2020, which is included in general and administrative expenses in the accompanying statements of operations. Warrants For the three months ended March 31, 2021, the fair value of each warrant granted was estimated using the assumption ranges and/or factors in the Black-Scholes Model as follows: Exercise price $ 4.00 Expected dividend yield 0 % Risk free interest rate 0.17%-0.42 % Expected life in years 3.00-5.00 Expected volatility 154%-159 % 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: Warrants Number Weighted Weighted Outstanding December 31, 2020 5,799,146 $ 5.05 4.00 Granted 875,000 4.00 3.00 Exercised (1,163,556 ) 3.21 - Expired or forfeited (46,875 ) 4.00 - Outstanding March 31, 2021 5,463,715 $ 3.96 3.54 Nonvested Warrants Shares Weighted- Nonvested on December 31, 2020 320,000 $ 3.69 Granted 875,000 4.00 Vested (935,000 ) 4.06 Expired or forfeited - - Nonvested on March 31, 2021 260,000 $ 3.04 The Company recognized stock-based compensation expense related to warrants issued and vesting of $89,883 and $82,638 during the three months ended March 31, 2021 and March 31, 2020, respectively, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $105,049 with a weighted average vesting term of 0.82 years as of March 31, 2021. During the three months ended March 31, 2021, 1,163,556 warrants were exercised for 1,163,556 shares of common stock. The Company recognized proceeds of $3,718,956 related to the exercises. On January 25, 2021, pursuant to the Securities Purchase Agreement the Company issued a warrant to the Investor to purchase up to 800,000 shares of the Company’s common stock. The warrant is immediately exercisable for a period of three years at an exercise price of $4.00 per share, subject to adjustment. In addition, the Company issued 75,000 warrants to the underwriters related to the Securities Purchase Agreement. These warrants have an exercise price of $4.00 and a term of five years. All the 75,000 warrants are exercisable on issuance. (See Note 8)

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 11 – INCOME TAXES The Company has incurred losses since inception. During the three months ended March 31, 2021, the Company did not provide any provision for income taxes as the Company incurred losses during such period. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the need for a valuation allowance, the Company has considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, the Company has recorded a full valuation allowance for its net deferred tax assets as of March 31, 2021. As of March 31, 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENT On May 4, 2021, the Company entered a triple net lease (the “Lease”) for approximately 25,000 square feet of laboratory and office space in Richmond, Virginia. The Lease has a term of sixty-three months. The monthly base rent is approximately $53,000, plus applicable pro-rata common area charges, taxes, and maintenance. The lease contains a base rent escalation clause of 3% per lease calendar year as well as a tenant improvement allowance of $375,000 in aggregate. The Company anticipates moving into the space during Q2 2021.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2021 and March 31, 2020. Although management believes that the disclosures in these unaudited financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s financial statements for the years ended December 31, 2020 and 2019, which contain the audited financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021 or for any future interim periods.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the fair value of stock options and warrants.
Fair Value Measurements and Fair Value of Financial Instruments	Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments.
Fixed Assets [Policy Text Block]	Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets.
Intangible Assets	Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment.
Offering Costs	Offering Costs The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. Costs related to unsuccessful offerings are expensed.
Leases	Leases Under Topic 842, adopted in 2020 with no impact related to adoption, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office space, laboratory space, and lab equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services.
Patents	Patents The Company incurs fees from patent licenses, which are expensed as incurred. During the three months ended March 31, 2021 and March 31, 2020, the Company had a licensing fee for the patents of $69,360 and $126,045, respectively.
Research and Development	Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance.
Basic and Diluted Net Loss per Common Share	Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2021, 2,143,000 stock options and 5,463,715 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of March 31, 2020, 1,110,000 stock options and 1,382,475 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, or ASU, No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, or ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The adoption of ASU 2019-12 did not have a material effect on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has elected to early adopt this ASU and the adoption of this ASU did not have a material impact on the Company's consolidated financial statements and related disclosures. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

Fixed Assets (Tables)

Fixed Assets (Tables)	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of fixed assets	Cost Basis Accumulated Depreciation Net Computers $ 104,805 $ (12,138 ) $ 92,667 Lab Equipment 2,008,744 (71,251 ) 1,937,493 Office Furniture 10,407 (569 ) 9,838 Other Fixed Assets 1,048 (58 ) 990 Total Fixed Assets $ 2,125,004 $ (84,016 ) $ 2,040,988 Cost Basis Accumulated Net Computers $ 54,579 $ (3,079 ) $ 51,500 Lab Equipment 750,658 (14,350 ) 736,308 Office Furniture 10,407 (312 ) 10,095 Other Fixed Assets 1,048 (32 ) 1,016 Total Fixed Assets $ 816,692 $ (17,773 ) $ 798,919

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Cost Basis Accumulated Amortization Net Proprietary Technology $ 321,000 $ (26,384 ) $ 294,616 Total Intangible Assets $ 321,000 (26,384 ) $ 294,616 Cost Basis Accumulated Net Proprietary Technology $ 321,000 $ - $ 321,000 Total Intangible Assets $ 321,000 - $ 321,000

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
Schedule of Lease Costs	Three Months Ended Three Months Ended Components of total lease costs: Operating lease expense $ 124,614 $ 7,720 Total lease costs $ 124,614 $ 7,720
Schedule of ROU lease assets and lease liabilities for our operating leases	March 31, December 31, Assets Right of use asset – short term $ 383,275 $ 384,685 Right of use asset – long term 799,703 871,136 Total right of use asset $ 1,182,978 $ 1,255,821 Liabilities Operating lease liabilities – short term $ 393,733 $ 391,221 Operating lease liabilities – long term 778,787 858,064 Total lease liability $ 1,172,520 $ 1,249,285
schedule of lease Terms and Discount Rate	Weighted average remaining lease term (in years) – operating leases 2.46 Weighted average discount rate – operating leases 8.00 %
schedule of future annual minimum lease payments	2021 $ 305,198 2022 416,226 2023 362,544 2024 246,344 Total future minimum lease payments 1,330,312 Less: Lease imputed interest 157,792 Total $ 1,172,520

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Tables)	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Schedule of analysis of the stock option grant activity under the plan	Stock Options Number Weighted Weighted Outstanding December 31, 2020 2,143,000 $ 3.18 7.81 Granted - - - Exercised - - - Expired or forfeited - - - Outstanding March 31, 2021 2,143,000 $ 3.18 7.56 Warrants Number Weighted Weighted Outstanding December 31, 2020 5,799,146 $ 5.05 4.00 Granted 875,000 4.00 3.00 Exercised (1,163,556 ) 3.21 - Expired or forfeited (46,875 ) 4.00 - Outstanding March 31, 2021 5,463,715 $ 3.96 3.54
Schedule of nonvested option	Nonvested Options Shares Weighted- Nonvested on December 31, 2020 973,000 $ 2.28 Granted - - Vested (66,500 ) 3.66 Expired or forfeited - - Nonvested on March 31, 2021 906,500 $ 2.18 Nonvested Warrants Shares Weighted- Nonvested on December 31, 2020 320,000 $ 3.69 Granted 875,000 4.00 Vested (935,000 ) 4.06 Expired or forfeited - - Nonvested on March 31, 2021 260,000 $ 3.04
Schedule of stock option granted was estimated using the Black-Scholes assumption	Exercise price $ 4.00 Expected dividend yield 0 % Risk free interest rate 0.17%-0.42 % Expected life in years 3.00-5.00 Expected volatility 154%-159 %

Organization and Nature of Bu_2

Organization and Nature of Business (Details) - USD ($)	Sep. 10, 2020	Jul. 02, 2020	Jan. 25, 2021	Dec. 31, 2020
Organization and Nature of Business (Details) [Line Items]
Company issued per unit	$ 4
Total offering price (in Shares)	9,600,000
Exercise price	$ 5		$ 4
Purchase of equity shares (in Shares)		67,466
Company issued (in Shares)	2,400,000
Purchase of common stock (in Shares)	60,000
IPO [Member]
Organization and Nature of Business (Details) [Line Items]
Common stock unit (in Dollars)		$ 1,226,668
Company issued per unit		$ 9
Total offering price (in Shares)		11,000,000
Over-Allotment Option [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price (in Dollars)		$ 11.25
Series A [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price		$ 9
Exercise price term		5 years
Common stock voting rights percentage	4.99%
Series A [Member] | Maximum [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price		$ 9
Series A [Member] | Minimum [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price				$4.50
Series A [Member] | IPO [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price term				5 years
Series B warrant [Member] | IPO [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price (in Dollars)				$ 11.25
Series A-1 warrant [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price (in Dollars)	$ 3.19
Series A-1 warrant [Member] | IPO [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price term	5 years
Series B-1 warrant [Member] | IPO [Member]
Organization and Nature of Business (Details) [Line Items]
Exercise price	$ 5
Exercise price term	5 years

Going Concern Analysis (Details

Going Concern Analysis (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Going Concerns Disclosure [Abstract]
Net loss	$ (6,379,667)	$ (1,189,363)
Cash	$ 14,045,036

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accounting Policies [Abstract]
Licensing fees (in Dollars)	$ 69,360	$ 126,045
Warrants Of Stock Options	2,143,000	1,110,000
Dilutive Earning Shares	5,463,715	1,382,475

Fixed Assets (Details)

Fixed Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 66,243	$ 0

Fixed Assets (Details) - Schedu

Fixed Assets (Details) - Schedule of fixed assets - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Line Items]
Cost Basis	$ 2,125,004	$ 816,692
Accumulated Depreciation	(84,016)	(17,773)
Net	2,040,988	798,919
Computers [Member]
Property, Plant and Equipment [Line Items]
Cost Basis	104,805	54,579
Accumulated Depreciation	(12,138)	(3,079)
Net	92,667	51,500
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost Basis	2,008,744	750,658
Accumulated Depreciation	(71,251)	(14,350)
Net	1,937,493	736,308
Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Cost Basis	10,407	10,407
Accumulated Depreciation	(569)	(312)
Net	9,838	10,095
Other Fixed Assets [Member]
Property, Plant and Equipment [Line Items]
Cost Basis	1,048	1,048
Accumulated Depreciation	(58)	(32)
Net	$ 990	$ 1,016

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Intangible Assets [Member]
Intangible Assets (Details) [Line Items]
Amortization expense	$ 26,384	$ 0

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of intangible assets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Cost Basis	$ 321,000	$ 321,000
Accumulated Amortization	(26,384)
Net	294,616	321,000
Proprietary Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Cost Basis	321,000	321,000
Accumulated Amortization	(26,384)
Net	$ 294,616	$ 321,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 24, 2021	Mar. 31, 2021
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Restricted stock of shares	225,000
Restricted stock issued		$ 747,000
Common stock [Member]
Related Party Transactions (Details) [Line Items]
Restricted stock of shares	110,000
Restricted stock issued		$ 365,200

Agreements (Details)

Agreements (Details) - USD ($)	1 Months Ended			3 Months Ended
	Feb. 28, 2021	Nov. 30, 2020	Oct. 31, 2020	Mar. 31, 2021
Agreements (Details) [Line Items]
License agreement, description				On July 1, 2020, the Company entered into an amendment to the patent and technology licensing agreement with Loma Linda University (“LLU”), dated March 15, 2018. Pursuant to the amendment, the Company paid LLU $455,000 within four days of the signing of such amendment. The amendment also updated the milestone payment dates to be $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027
Finance arrangement cost	$ 200,000	$ 233,581	$ 467,691
Represents principal	821,861	215,192	430,871
Represnts interest amount	$ 70,233	$ 18,389	$ 36,820
Interest rate	8.00%	8.00%	8.00%
Down payments	$ 892,094
Salveo Diagnostics, Inc. [Member] | Salveo Consulting Agreement [Member]
Agreements (Details) [Line Items]
Issue of salveo shares (in Shares)				650,000
Share issued description				The Salveo Shares were issued 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 proprietary 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. We also pay Salveo at cost for Salveo’s reasonable and documented purchases, general operating costs and expenses incurred in connection with the Salveo Services.

Convertible Note Payable (Detai

Convertible Note Payable (Details) - USD ($)	Sep. 10, 2020	Jan. 25, 2021	Mar. 31, 2021
Convertible Note Payable (Details) [Line Items]
Conversion price (in Dollars per share)		$ 4
Warrants exercisable period		3 years
Warrant exercise price (in Dollars per share)	$ 5	$ 4
Additional warrants to purchase (in Shares)		75,000
Convertible note debt discount		$ 1,000,000
Debt Instrument Additional Discount		526,460
Debt issuance of cost		1,322,840
Fair value of warrants issued		231,316
Convertible notes debt discount		$ 3,080,616
Debt instrument percentage		105.00%
Unamortized debt discount			$ 3,189,465
Amortization of debt discounted premium			2,810,535
Convertible notes payable short term principal			2,842,105
Convertible notes payable short term principal debt discount			1,533,019
Convertible notes payable short term principal debt discount net			1,309,086
Long term principal			3,157,895
Convertible notes payable debt discount			1,277,516
Long term convertible note payable debt discount net			$ 1,880,379
Warrant [Member]
Convertible Note Payable (Details) [Line Items]
Warrants exercisable period		5 years
Warrant exercise price (in Dollars per share)		$ 4
Investor [Member]
Convertible Note Payable (Details) [Line Items]
Sale of net issuance cost		$ 6,000,000
Conversion price (in Dollars per share)		$ 4
Warrant to purchase common shares (in Shares)		800,000

Leases (Details) - Schedule of

Leases (Details) - Schedule of Lease Costs - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of Lease Costs [Abstract]
Operating lease expense	$ 124,614	$ 7,720
Total lease costs	$ 124,614	$ 7,720

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of ROU lease assets and lease liabilities for our operating leases - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Schedule of ROU lease assets and lease liabilities for our operating leases [Abstract]
Right of use asset – short term	$ 383,275	$ 384,685
Right of use asset – long term	799,703	871,136
Total right of use asset	1,182,978	1,255,821
Operating lease liabilities – short term	393,733	391,221
Operating lease liabilities – long term	778,787	858,064
Total lease liability	$ 1,172,520	$ 1,249,285

Leases (Details) - schedule o_3

Leases (Details) - schedule of lease Terms and Discount Rate	Mar. 31, 2021
schedule of lease Terms and Discount Rate [Abstract]
Weighted average remaining lease term (in years) – operating leases	2 years 167 days
Weighted average discount rate – operating leases	8.00%

Leases (Details) - schedule o_4

Leases (Details) - schedule of future annual minimum lease payments	Mar. 31, 2021USD ($)
schedule of future annual minimum lease payments [Abstract]
2021	$ 305,198
2022	416,226
2023	362,544
2024	246,344
Total future minimum lease payments	1,330,312
Less: Lease imputed interest	157,792
Total	$ 1,172,520

Stockholders_ Equity (Deficit_2

Stockholders’ Equity (Deficit) (Details) - USD ($)	1 Months Ended			3 Months Ended		12 Months Ended
	Feb. 24, 2021	Jan. 25, 2021	Oct. 31, 2017	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized				27,000,000		27,000,000
Common stock, par value (in Dollars per share)				$ 0.001		$ 0.001
Stock compensation for consulting services (in Dollars)				$ 18,000
Share issued for stock based compensation				51,240
Issue of common stock				1,163,556
Exercise of warrants and received (in Dollars)				$ 3,718,956
Settlement of accounts payable Shares				335,000
Settlement of debt				1,112,200
Preferred stock, shares authorized				3,000,000		3,000,000
Preferred stock, par value (in Dollars per share)				$ 0.001		$ 0.001
Preferred stock ,shares outstanding				0		0
Granted stock options	3,000,000
Exercise stock option	100.00%
Stock option exercise price (in Dollars per share)					$ 7,500
Exercise price per share (in Dollars per share)					$ 11
Total grant fair value (in Dollars)					$ 28,642
Compensation expense (in Dollars)				$ 211,579
Share based payment remaining expenses (in Dollars)				$ 1,569,906
Weighted average vesting term				1 year 222 days
Compensation expense related to options issued and vesting (in Dollars)				$ 27,799
Issued warrant to investors		800,000		14,591,051		13,074,495
Investor exercisable period		3 years
Financial Instrument Subject to Mandatory Redemption, Maturity, Year Three (in Dollars)		$ 4
Warrant issued		75,000
Warrant exercise price (in Dollars per share)		$ 4
Term (in Dollars)		$ 5
Warrants exercisable issuance		75,000
IPO [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock for services and recognized expense				104,750
Stock based compensation license fees (in Dollars)					$ 419,000
Warrant [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Share based payment remaining expenses (in Dollars)				$ 105,049
Warrants issued and vesting (in Dollars)				$ 89,883		$ 82,638
Weighted average vesting term				299 days
Warrants exercised shares				1,163,556
Shares of common stock				1,163,556
Proceeds from exercised (in Dollars)				$ 3,718,956
2017 Equity Incentive Plan [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Share issued for stock based compensation			2,500,000
Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.001

Stockholders_ Equity (Deficit_3

Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Stock Options [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items]
Number, Outstanding beginning balance (in Shares) | shares	2,143,000
Weighted Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares	$ 3.18
Weighted Average Remaining Life, Outstanding beginning balance	7 years 295 days
Weighted Average Remaining Life, Expired or forfeited
Number, Outstanding ending balance (in Shares) | shares	2,143,000
Weighted Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares	$ 3.18
Weighted Average Remaining Life, Outstanding ending balance	7 years 204 days
Warrants [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items]
Number, Outstanding beginning balance (in Shares) | shares	5,799,146
Weighted Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares	$ 5.05
Weighted Average Remaining Life, Outstanding beginning balance	4 years
Number, Granted (in Shares) | shares	875,000
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares	$ 4
Weighted Average Remaining Life, Granted	3 years
Number, Exercised (in Shares) | shares	(1,163,556)
Weighted Average Exercise Price Exercised (in Dollars per share) | $ / shares	$ 3.21
Weighted Average Remaining Life Exercised
Number, Expired or forfeited (in Shares) | shares	(46,875)
Weighted Average Exercise Price, Expired or forfeited (in Dollars per share) | $ / shares	$ 4
Weighted Average Remaining Life, Expired or forfeited
Number, Outstanding ending balance (in Shares) | shares	5,463,715
Weighted Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares	$ 3.96
Weighted Average Remaining Life, Outstanding ending balance	3 years 197 days

Stockholders_ Equity (Deficit_4

Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Nonvested Warrants [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option [Line Items]
Shares, Nonvested at beginning balance	320,000
Weighted- Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares	$ 3.69
Shares, Granted	875,000
Weighted- Average Exercise Price, Granted (in Dollars per share) | $ / shares	$ 4
Shares, Vested	(935,000)
Weighted- Average Exercise Price, Vested	4.06
Shares, Nonvested at ending balance	260,000
Weighted- Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares	$ 3.04
Nonvested Options [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option [Line Items]
Shares, Nonvested at beginning balance	973,000
Weighted- Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares	$ 2.28
Shares, Vested	(66,500)
Weighted- Average Exercise Price, Vested	3.66
Shares, Nonvested at ending balance	906,500
Weighted- Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares	$ 2.18

Stockholders_ Equity (Deficit_5

Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption	3 Months Ended
	Mar. 31, 2021$ / shares
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items]
Exercise price (in Dollars per share)	$ 4
Expected dividend yield	0.00%
Minimum [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items]
Risk free interest rate	0.17%
Expected life in years	3 years
Expected volatility	154.00%
Maximum [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items]
Risk free interest rate	0.42%
Expected life in years	5 years
Expected volatility	159.00%

Subsequent Events (Details)

Subsequent Events (Details)	May 04, 2021
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Lease, Description	the Company entered a triple net lease (the “Lease”) for approximately 25,000 square feet of laboratory and office space in Richmond, Virginia. The Lease has a term of sixty-three months. The monthly base rent is approximately $53,000, plus applicable pro-rata common area charges, taxes, and maintenance. The lease contains a base rent escalation clause of 3% per lease calendar year as well as a tenant improvement allowance of $375,000 in aggregate