UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
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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
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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.
| ADITXT, INC. | ||
| Date: June 23, 2026 | ||
| By: | /s/ Jeffrey M. Busch | |
| Name: | Jeffrey M. Busch | |
| Title: | Interim Chief Executive Officer | |
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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.
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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.]
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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 |