Current report pursuant to Section 13 or 15(d) - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2021

Aditx Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39336		82-3204328
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2569 Wyandotte St., Suite 101 Mountain View, CA		94043
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (909) 488-0844

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		ADTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Director

Effective June 16, 2021, the board of directors (the 'Board') of Aditx Therapeutics, Inc. (the 'Company') approved an increase to the number of directors on the Board from six (6) to seven (7) (the 'Board Increase'), and subsequently appointed Dr. Lauren Chung to fill the one (1) vacancy as a result of the Board Increase. The Board has determined that Dr. Chung is independent in accordance with the applicable rules of the Nasdaq Stock Market LLC.

Dr. Chung was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Dr. Chung and the Company that would require disclosure under Item 404(a) of Regulation S-K.

On June 18, 2021, the Company issued a press release announcing the appointment of Dr. Chung as a director of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

Set forth below is the biographical information of Dr. Chung, as required by Item 401 of Regulation S-K.

Dr. Lauren Chung, 48, is currently a venture partner at Yozma Group Korea, and the founder and CEO of MINLEIGH LLC, which is focused on identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial opportunities. Dr. Chung has over 20 years of healthcare investment management, investment banking, and advisory experience. Prior to her current roles, Dr. Chung was a managing director in Healthcare Research at WestPark Capital. Previously, Dr. Chung was a co-founder of Tokum Capital Management, a global healthcare fund, which merged with Perella Weinberg Partners. Prior to that, Dr. Chung managed healthcare investment portfolios at institutional investment firms. Earlier in her career, Dr. Chung was a recognized research scientist conducting cutting edge research in neurodegenerative and genetic disorders at Massachusetts General Hospital/Harvard Medical School and Boston Children's Hospital. Dr. Chung has published many leading peer-reviewed scientific journals, and as a current and former director of public and private companies, Dr. Chung brings a valuable perspective for the Company's strategy and operations as well as extensive scientific insights. In March 2016, Dr. Chung filed for Chapter 7 bankruptcy, which filing was subsequently discharged in September 2016. Dr. Chung holds a Ph.D. in Neuropathology from Columbia University-College of Physicians & Surgeons, and a BA with honors in Biochemistry and Economics from Wellesley College.

Appointment of Lead Independent Director

On June 16, 2021, the Board appointed Dr. Jeffrey Runge as the Company's lead independent director. Dr. Runge has served as a member of the Board since July 2020.

Item 8.01 Other Events

On June 16, 2021, the Board adopted a Lead Independent Direct Charter (the 'Lead Independent Director Charter'), in order to define the role of the lead independent director and specify certain additional responsibilities of the lead independent director. A copy of the Lead Independent Director Charter is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADITX THERAPEUTICS, INC.
Date: June 21, 2021	By:	/s/ Corinne Pankovcin
		Corinne Pankovcin
		Chief Financial Officer

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Exhibit 99.1

Aditxt Announces the Appointment of Dr. Lauren Chung to its Board of Directors

As an independent director, Dr. Chung brings deep

expertise in healthcare investment and corporate development

Mountain View, CA - June 18th, 2021 - Aditx Therapeutics, Inc. ('Aditxt') (Nasdaq: ADTX), a biotech innovation company with a mission to improve the health of the immune system, announced today that Dr. Lauren Chung will join the Aditxt board of directors as an independent director.

'As a new independent director of Aditxt's board, Dr. Chung brings deep insights spanning global scientific, investment and business communities, and these experiences strongly complement our future growth goals,' said Amro Albanna, co-founder and CEO of Aditxt. 'We look forward to working with Dr. Chung as we establish our portfolio of first-in-human clinical studies, launch new high-growth verticals for our AditxtScore^TM immune intelligence platform, and explore partnership strategies across the globe.'

Dr. Chung has over 20 years of healthcare investment management, investment banking, and advisory experience, and is currently a venture partner at Yozma Group Korea. She is the founder and CEO of MINLEIGH LLC, which is focused on identifying, evaluating, and partnering with companies for investments and strategic, operational, and commercial opportunities.

Prior to her current roles, Dr. Chung was a managing director in Healthcare Research at WestPark Capital. Previously, she was a co-founder of Tokum Capital Management, a global healthcare fund, which merged with Perella Weinberg Partners. Prior to that, Dr. Chung managed healthcare investment portfolios at institutional investment firms. Earlier in her career, Dr. Chung was a research scientist doing cutting-edge work in neurodegenerative and genetic disorders at Massachusetts General Hospital/Harvard Medical School and Boston Children's Hospital.

Dr. Chung has published in many leading peer-reviewed scientific journals, and as a current and former director of public and private companies, she brings a valuable perspective for the company's strategy and operations, as well as extensive scientific insights.

About Aditxt:

Aditxt is developing technologies specifically focused on improving the health of the immune system through immune monitoring and reprogramming. Aditxt's immune monitoring technology is designed to provide a personalized comprehensive profile of the immune system. Aditxt's immune reprogramming technology is currently at the pre-clinical stage and is designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. For more information, please visit: www.aditxt.com

Forward-Looking Statements:

Certain statements in this press release constitute 'forward-looking statements' within the meaning of federal securities laws. Forward looking statements include statements regarding the Company's intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the Company's ongoing and planned product and business development; the Company's intellectual property position; the Company's ability to develop commercial functions; expectations regarding product launch and revenue; the Company's results of operations, cash needs, spending, financial condition, liquidity, prospects, growth and strategies; the industry in which the Company operates; and the trends that may affect the industry or the Company. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, as well as those risks more fully discussed in the section titled 'Risk Factors' in the Company's most recent Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in the Company's other filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Media and Investor Relations Contact:

Sunny Uberoi
Chief Communications Officer
Aditxt
[email protected]

Exhibit 99.2

Lead Independent Director Charter

If the offices of Chairman of the Board and Chief Executive Officer are held by the same person, the Board of Directors will annually elect an independent director to serve in a lead capacity. Although elected annually, the Lead Independent Director is generally expected to serve for more than one year. The Lead Independent Director may be removed or replaced at any time with or without cause by a majority vote of the Board of Directors.

For purposes of this Charter, 'independent' means meeting the requirements for independent directors under the Nasdaq Stock Market Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

The Lead Independent Director coordinates the activities of the other independent Directors and performs such other duties and responsibilities as the Board of Directors may determine.

The specific powers and responsibilities of the Lead Independent Director are as follows:

Executive Sessions

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Preside at all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent Directors.

Call Meetings of Independent Directors

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Has the authority to call meetings of the independent Directors.

Chairman Liaison

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Serve as the principal liaison between the Chairman and the independent Directors.

Approve Board Information, Agendas and Schedules

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Approve all information sent to the Board of Directors, including the quality, quantity, appropriateness and timeliness of such information.

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Approve meeting agendas for the Board of Directors.

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Approve the frequency of Board of Directors meetings and meeting schedules, assuring there is sufficient time for discussion of all agenda items.

Recommend Committee Membership and Chair

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Recommend to the Nominating and Corporate Governance Committee and to the Chairman, selection for the membership and chairman position for each Board committee.

Recommend Director Candidates

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Interview, along with the chair of the Nominating and Corporate Governance Committee, all Director candidates and make recommendations to the Nominating and Corporate Governance Committee.

Stockholder Communication

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Be available, when appropriate, for consultation and direct communication with stockholders.

Retain Advisors and Consultants

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Has the authority to retain outside advisors and consultants who report directly to the Board of Directors on Board-wide issues.

Advisors

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To the extent requested by the Lead Independent Director and where appropriate, the Company's counsel shall provide advice and counsel to the Lead Independent Director in fulfilling the Lead Independent Director's duties.

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The Lead Independent Director may, at the Company's sole expense, select, retain and consult with outside counsel and other advisors as the Lead Independent Director deems appropriate.

Charter Review

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On an annual basis, the Lead Independent Director, in consultation with the independent Directors, shall review this Charter and recommend to the Board of Directors for approval any modifications or changes.

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