Form 8-K
8-K — Aditxt, Inc.
Accession: 0001213900-26-071119
Filed: 2026-06-23
Period: 2026-06-22
CIK: 0001726711
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0295502-8k_aditxt.htm (Primary)
EX-10.1 — FORM OF AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, DATED JUNE 22, 2026, BY AND AMONG THE COMPANY, IGNITE AND THE INVESTORS (ea029550201ex10-1.htm)
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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 22, 2026
ADITXT, INC.
(Exact name of registrant
as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-39336
82-3204328
(Commission File Number)
(I.R.S. Employer Identification No.)
2569 Wyandotte Street, Suite
101
Mountain
View, California 94043
(Address of principal
executive offices, including zip code)
(650) 870-1200
(Registrant’s
telephone number, including area code)
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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 per share
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 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive
Agreement.
On June
22, 2026, Aditxt, Inc. (the “Company”) entered into Amendment No.1 to Note Purchase Agreement (the “Amendment”)
by and among the Company, Ignite Proteomics LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary
(“Ignite”), and the investors named therein (the “Investors”), pursuant to which the previously
announced Note Purchase Agreement dated June 3, 2026 (the “Purchase Agreement”) was amended to increase the aggregate
original principal amount of the newly issued series of senior secured convertible notes (the “Notes”) issuable purchase
to the Note Purchase Agreement to $6,254,355.17.
Pursuant
to the Note Purchase Agreement as amended by the Amendment, the Company and Ignite issued and sold an additional $769,230.77 in original
principal amount of Notes (the “Additional Notes”) for a purchase price of $500,000.00. The purchase price for the
Additional Notes issued by the Company and Ignite was paid by the Investors in cash.
The Additional
Notes, together with the previously issued Notes, will be secured by a valid, perfected and enforceable security interest in certain assets
of the Ignite and its subsidiaries, which assets include substantially all of the assets of Ignite pursuant to that certain Security and
Pledge Agreement (the “Security Agreement”) by and among the Company, Ignite and the collateral agent named therein
(the “Collateral Agent”). The Additional Notes, together with the previously issued Notes, will be further secured
by a pledged by the Company of all of the equity held by the Company in Ignite pursuant to that certain Pledge Agreement (the “Pledge
Agreement”) by and between the Company and the Collateral Agent.
The
foregoing descriptions of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement are
qualified in their entirety by reference to the full text of the Amendment, the Purchase Agreement, the Notes, the Security
Agreement and the Pledge Agreement, forms of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5,
respectively, to the Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”)
on June 3, 2026 and each of which is incorporated herein by reference.
The Purchase
Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement contain customary representations and warranties,
covenants and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of
the terms and conditions of such agreements and in the context of the specific relationship between the parties thereto. The provisions
of the Purchase Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement, including any representations and
warranties contained therein, are not for the benefit of any party other than the parties thereto and are not intended as documents for
investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and
the public should look to other disclosures contained in our annual, quarterly and current reports we file with the SEC.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor
shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
1
Forward-Looking Statements
Certain
statements and assumptions in this Current Report contain or are based upon “forward-looking” information and are being made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current
Report include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject
to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,”
“should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify
forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s
control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to
differ materially from those anticipated, including, without limitation, the completion of any sales under the Purchase Agreement or proceeds
received under the Purchase Agreement, if any. Other risk factors are more fully discussed in the Company’s filings with the SEC.
Item 3.02. Unregistered Sales of Equity Securities.
The information
contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Based
in part upon the representations of the Investors in the Purchase Agreement, the offer and sale of the Additional Notes by the Company
to the Investors under the Purchase Agreement as amended by the Amendment is exempt from the registration requirements of the Securities
Act of 1933 (the “Securities Act”), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act
and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission
under the Securities Act. Each Investor represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation
D, and that it is acquiring the shares for investment purposes and not with a view towards, or for resale in connection with, the public
sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities
Act.
Item 7.01. Regulation FD Disclosure
On June 22, 2026, there were 997,976,543 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Form of Amendment No. 1 to Note Purchase Agreement, dated June 22, 2026, by and among the Company, Ignite and the Investors.
10.2
Form of Note Purchase Agreement,
dated as of June 3, 2026, by and among the Company, Ignite and the Investors incorporated by reference to Exhibit 10.1 to the Company’s
Form 8-K filed with the SEC on June 9, 2026.
10.3
Form of Senior Secured
Promissory Note incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 9, 2026
10.4
Form of Security Agreement,
dated as of June 3, 2026, by and between Ignite and the Collateral Agent incorporated by reference to Exhibit 10.3 to the Company’s
Form 8-K filed with the SEC on June 9, 2026
10.5
Form of Pledge Agreement,
dated as of June 3, 2026, by and between the Company and the Collateral Agent incorporated by reference to Exhibit 10.4 to the Company’s
Form 8-K filed with the SEC on June 9, 2026
104
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2
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.
ADITXT, INC.
Date: June 23, 2026
By:
/s/ Jeffrey M. Busch
Name:
Jeffrey M. Busch
Title:
Interim Chief Executive Officer
3
EX-10.1 — FORM OF AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, DATED JUNE 22, 2026, BY AND AMONG THE COMPANY, IGNITE AND THE INVESTORS
EX-10.1
Filename: ea029550201ex10-1.htm · Sequence: 2
Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO NOTE PURCHASE
AGREEMENT
THIS
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of June 22, 2026, by and among Aditxt,
Inc., a Delaware corporation (the “ADTX Borrower”), Ignite Proteomics LLC, a Delaware limited liability company
(“Ignite Borrower”, and together with the ADTX Borrower, the “Borrowers”) and the undersigned
Buyer (the “Undersigned Buyer”) (as defined in the Note Purchase Agreement (as defined below)), and, subject to
the occurrence of the Effective Time, will amend that certain Note Purchase Agreement, dated as of June 3, 2026 (the “Note
Purchase Agreement”), by and among the Borrowers and each of the Buyers. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings set forth in the Note Purchase Agreement.
WHEREAS, the
Borrowers and the Undersigned Buyer desire to amend certain provisions of the Note Purchase Agreement pursuant to Section 9(e) thereof
to increase the original principal amount of Notes being sold under the Note Purchase Agreement at the Closing as more fully described
herein.
WHEREAS, pursuant
to Section 9(e) of the Securities Purchase Agreement, the Company and the Required Holders may amend the terms of the Note Purchase Agreement,
which amendment shall be binding on all Buyers and holders of Notes.
WHEREAS, concurrently
herewith, the Company is delivering identical amendments in the form of this Amendment (collectively, the “Other Amendments”),
severally, to each of the other Buyers (the “Other Buyers”) and requesting execution of such Other Amendments.
NOW, THEREFORE,
in consideration of the covenants and agreements contained therein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Undersigned Buyer, intending to be legally bound, hereto agree as follows:
ARTICLE I
AMENDMENTS
1. Amendments. As of the Effective Time (as defined below):
(a) Recital F of the Note Purchase Agreement is hereby amended by deleting such recital in its entirety and replacing it with the following:
F. The
Borrowers have authorized a new series of senior secured notes of the Borrowers, in the aggregate original principal amount equal to $6,638,970.55,
substantially in the form attached hereto as Exhibit A (the “Notes” or the “Securities”).
(b) The
Schedule of Buyers to the Note Purchase Agreement is hereby amended to add the Supplement to the Schedule of Buyers set forth as Exhibit
A attached hereto (the “Supplement to Schedule of Buyers”).
(c) In
the Transaction Documents:
(i) The definition of “Notes” shall be amended to include the Additional Note (as defined herein).
(ii) The definition of “Closing” shall amended to include the Additional Closing (as defined herein)
(iii) The definition of “Closing Date”, shall amended to include the Additional Note, shall include the Additional Closing Date
(d) The
definition of “Transaction Documents” in the Note Purchase Agreement is hereby amended to include this Amendment and the Other
Amendments.
2. Additional
Closing; Issuance of a Note. At the Effective Time, subject to the satisfaction of the conditions to Closing set forth in Sections
6 and 7 of the Note Purchase Agreement, mutatis mutandis, the Borrowers Cavalry Fund I SPV shall consummate an additional Closing
(the “Additional Closing”, and the date thereof, an “Additional Closing Date”) and the Borrowers
shall issue to Cavalry Fund I SPV I LP (an existing party to the Note Purchase Agreement as a Buyer) a Note (the “Additional
Note”) in the original principal amount set forth in column 3 on the Supplement to Schedule of Buyers upon receipt in cash of
the Purchase Price set forth in column 4 on the Supplement to Schedule of Buyers. For the avoidance of doubt, and notwithstanding anything
herein to the contrary, for all purposes of the Transaction Documents, the Additional Note shall be deemed to have been issued on the
Closing Date (other than in connection with accrual of interest thereunder).
3. Acknowledgement;
Ratification of Obligations. The Company and the Undersigned Buyer hereby confirm and agree that, except as set forth in Sections
1 and 2 above, (i) the Note Purchase Agreement and each other Transaction Documents are, and shall continue to be, in full
force and effect, constitute legal and binding obligations of all parties thereto in accordance with its terms and are hereby ratified
and confirmed in all respects, and (ii) the execution, delivery and effectiveness of this Amendment shall not operate as an amendment
of any right, power or remedy of the Company or the Buyers under any Transaction Document, nor constitute an amendment of any provision
of any Transaction Document, other than as specifically set forth herein. This Amendment forms an integral and inseparable part of the
Note Purchase Agreement. This Amendment forms an integral and inseparable part of the Note Purchase Agreement.
4. Disclosure
of Transactions and Other Material Information. The Company shall file a Current Report on Form 8-K with the SEC describing the terms
of the transactions contemplated by this Amendment in the form and within the timeframe required by the Exchange Act and attaching the
form of this Amendment as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the
filing of the 8-K Filing with the SEC, the Buyers shall not be in possession of any material, nonpublic information received from the
Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K
Filing. In addition, upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar
obligations under any agreement with respect to the transactions contemplated hereby or as otherwise disclosed in the 8-K Filing, whether
written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or
agents, on the one hand, and the Buyers or any of their affiliates, on the other hand, shall terminate. Neither the Company, its Subsidiaries
nor the Buyers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided,
however, the Company shall be entitled, without the prior approval of the Buyers, to issue a press release or make such other public disclosure
with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required
by applicable law and regulations (provided that in the case of clause (i) the Buyers shall be consulted by the Company in connection
with any such press release or other public disclosure prior to its release). Without the prior written consent of the Buyers (which may
be granted or withheld in each Buyer’s sole discretion), except as required by applicable law and in any Registration Statement,
the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the names of the Buyers in any filing,
announcement, release or otherwise.
2
5. Independent
Nature of Buyer’s Obligations and Rights. The obligations of the Undersigned Buyer under this Amendment or any other Transaction
Document are several and not joint with the obligations of any Other Buyer under any Other Amendment or any other Transaction Document,
and the Undersigned Buyer shall not be responsible in any way for the performance of the obligations of any Other Buyer under any Other
Amendment or Transaction Document. Nothing contained herein or in this Amendment, any Other Amendment or other Transaction Document, and
no action taken by the Undersigned Buyer pursuant hereto, shall be deemed to constitute the Undersigned Buyer and Other Buyers as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Undersigned Buyer and Other Buyers are in
any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment, any Other
Amendment, or any other Transaction Document and the Company acknowledges that the Undersigned Buyer and the Other Buyers are not acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment, any Other Amendment and
any other Transaction Document. The Company and the Undersigned Buyer confirm that the Undersigned Buyer has independently participated
in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Undersigned Buyer shall
be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment,
any Other Amendment or out of any other Transaction Documents, and it shall not be necessary for any Other Buyers to be joined as an additional
party in any proceeding for such purpose.
6. Effectiveness.
Section 1 of this Amendment shall become effective upon the later of (x) due execution and delivery by the Company and the Undersigned
Buyer of this Amendment and (y) due execution and delivery by the Company and, severally, such Other Buyers of the Other Amendments, which,
together with the Undersigned Buyer, represent the Required Holders (the “Effective Time”).
7. References.
As of the Effective Time, all references to the “Agreement” (including “hereof,” “herein,” “hereunder,”
“hereby” and “this Agreement”) in the Note Purchase Agreement and the other Transaction Documents shall refer
to the Note Purchase Agreement as amended by this Amendment and the Other Amendments
8. Miscellaneous.
Section 9 of the Note Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
3
IN WITNESS WHEREOF, the parties
have caused their respective signature page to this Amendment to be duly executed as of the date first written above.
BORROWERS:
ADITXT
By:
Name:
Jeffrey M. Busch
Title:
Inteim Chief Executive Officer
IGNITE PROTEOMTICS LLC
By:
Name:
Jeffrey M. Busch
Title:
Chief Executive Officer
IN WITNESS WHEREOF, the parties
hereto have caused their respective signature page to this Amendment to be duly executed as of the date first written above.
UNDERSIGNED BUYER:
By:
Name:
Title:
EXHIBIT A
SUPPLEMENT TO SCHEDULE OF BUYERS
(1)
(2)
(3)
(4)
(5)
Buyer
Mailing Address
and E-mail Address
Aggregate
Principal Amount of Initial Notes
Purchase Price
Legal Representative’s
Mailing Address and E-mail Address
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na
Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
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duration