As filed with the Securities and Exchange Commission on September 2, 2020

Registration Statement No. 333-               

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Aditx Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

Aditx Therapeutics, Inc.

11161 Anderson Street

Suite 105-10014

Loma Linda, CA 92354

(909) 488-0844
(Address and telephone number of registrant’s principal executive offices)

Amro Albanna

Aditx Therapeutics, Inc.

Chief Executive Officer

11161 Anderson Street

Suite 105-10014

Loma Linda, CA 92354

(909) 488-0844
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☒

If this Form is filed to register additional securities for a registration statement pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same registration statement.  ☒ File No. 333-248491

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same registration statement.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same registration statement.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional units of securities (the “Units”), as well the securities underlying such Units, of Aditx Therapeutics, Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including any amendments and exhibits thereto, the Registration Statement on Form S-1 (File No. 333-248491) (the “Prior Registration Statement”), which the Commission declared effective on September 1, 2020. This Registration Statement is being filed solely for the purpose of (i) increasing the shares of common stock, par value $0.001 per share (“Common Stock”), underlying the Units to be offered in the public offering by $1,840,000, which includes shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares of Common Stock; (ii) increasing the number of Series A-1 warrants (the “Series A-1 Warrants”) to purchase shares of our Common Stock underlying the Units to be offered in the public offering by $1,840,000, which includes Series A-1 Warrants that may be sold pursuant to the underwriters’ option to purchase additional Series A-1 Warrants; (iii) increasing the number of Series B-1 warrants (the “Series B-1 Warrants”) to purchase shares of our Common Stock underlying the Units to be offered in the public offering by $1,840,000, which includes Series B-1 Warrants that may be sold pursuant to the underwriters’ option to purchase Series B-1 Warrants; and (iv) increasing the number of Common Stock underlying Underwriters’ warrants to purchase shares of our Common Stock by $40,000.

The additional Securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Loma Linda, State of California, on the 2^nd day of September, 2020.

Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.

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