Ignite deal: Aditxt (NASDAQ: ADTX) records $36,551K goodwill
Rhea-AI Filing Summary
Aditxt, Inc. filed an amended current report to add full financial statements for its acquisition of Ignite Proteomics LLC and related unaudited pro forma consolidated financials. The deal consideration includes 36,000 shares of Series A-2 Convertible Preferred Stock with an aggregate stated value of $36.0 million.
Ignite’s audited results show modest 2025 revenue of $43,539 and a net loss of $5,701,059, leading to a member’s deficit of $6,807,109 and a going concern warning due to recurring losses and negative operating cash flows. Pro forma balance sheets record preliminary goodwill of $36,551 (in thousands of dollars) related to the transaction.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
going concern financial
goodwill financial
Series A-2 Convertible Preferred Stock financial
pro forma consolidated financial statements financial
ASC 805 financial
purchase price allocation financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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(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):
| 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-47(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 | ||
| The |
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.
Explanatory Note:
This Current Report on Form 8-K/A amends
the Original Report to provide the financial statements of Ignite and the unaudited pro forma consolidated financial information required
by Item 9.01 of Form 8-K. Except as described herein, this Form 8-K/A does not amend, modify, or update any other information contained
in the Original Report.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of business acquired. |
The audited balance sheet of Ignite as of December 31, 2025 and the related audited statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2025, and the audited balance sheet of Ignite as of December 31, 2024 and the related audited statements of operations, stockholders’ deficit, and cash flows for the period from May 30, 2024 (inception) through December 31, 2024, are filed as Exhibit 99.1.
| (b) | Pro forma financial information. |
The unaudited pro forma consolidated financial information of the Company giving effect to the acquisition of Ignite Proteomics LLC, consisting of (i) the unaudited pro forma consolidated balance sheet as of December 31, 2025 and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2025, and (ii) the unaudited pro forma consolidated balance sheet as of December 31, 2024 and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2024, are filed as Exhibit 99.3 and Exhibit 99.4, respectively, and are incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 23.1 | Consent of CBIZ CPAs P.C. | |
| 99.1 | Audited financial statements of Ignite Proteomics LLC as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and the period from May 30, 2024 (inception) through December 31, 2024 | |
| 99.2 | Unaudited pro forma consolidated financial information as of and for the year ended December 31, 2025 | |
| 99.3 |
Unaudited pro forma consolidated financial information as of and for the year ended December 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
1
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: April 7, 2026 | By: | /s/ Amro Albanna |
| Amro Albanna | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
Ignite Proteomics LLC
Financial Statements
For the Year Ended December 31, 2025 and for the Period from May 30, 2024 (Inception) to December 31, 2024
IGNITE PROTEOMICS LLC
TABLE OF CONTENTS
| Page | |
| INDEPENDENT AUDITOR’S REPORT | 2 |
| Financial Statements for the year ended December 31, 2025 and for the period from May 30, 2024 (Inception) to December 31, 2024: | |
| Balance Sheets | 4 |
| Statement of Operations | 5 |
| Statement of Changes in Member’s Deficit | 6 |
| Statement of Cash Flows | 7 |
| Notes to Financial Statements | 8 |
F-1
 |
CBIZ CPAs P.C. | |
| 730 Third Avenue | ||
| 11th Floor | ||
| New York, NY 10017 | ||
| P: 212.485.5500 |
Independent Auditors’ Report
To Those Charged with Governance
Ignite Proteomics, LLC
Opinion
We have audited the financial statements of Ignite Proteomics LLC (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in member’s deficit, and cash flows for the year ended December 31, 2025, and for the period from May 30, 2024 (inception) through December 31, 2024, and the related notes to the financial statements (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 30, 2024 (inception) through December 31, 2024, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audits of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Substantial Doubt About 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. As discussed in Note 3 regarding the financial statements, the Company has incurred a loss and generated negative cash flow from operating activities during the period. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
CBIZCPAS.COM
F-2
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditors’ Responsibilities for the Audits of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management. |
| ● | Conclude whether conditions or events raise substantial doubt about the Company’s ability to continue as a going concern. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters.
/s/ CBIZ CPAs P.C.
New York, New York
April 6, 2026
F-3
IGNITE PROTEOMICS LLC
BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 13,228 | $ | 7 | ||||
| Accounts receivable, net | - | 28,030 | ||||||
| Inventory | 131,435 | 83,897 | ||||||
| Prepaid expenses and other current assets | 112,548 | 70,454 | ||||||
| Total current assets | 257,211 | 182,388 | ||||||
| Property and equipment, net | - | 904,680 | ||||||
| Total assets | $ | 257,211 | $ | 1,087,068 | ||||
| LIABILITIES AND MEMBER’S EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 2,485,505 | $ | 448,523 | ||||
| Intercompany payables | 4,578,815 | 1,744,595 | ||||||
| Total current liabilities | 7,064,320 | 2,193,118 | ||||||
| Total liabilities | 7,064,320 | 2,193,118 | ||||||
| Contingencies – Note 6 | ||||||||
| Member’s deficit | (6,807,109 | ) | (1,106,050 | ) | ||||
| Total liabilities and member’s deficit | $ | 257,211 | $ | 1,087,068 | ||||
See accompanying notes to the financial statements
F-4
IGNITE PROTEOMICS LLC
STATEMENTS OF OPERATIONS
| Year Ended December 31, 2025 | For the period from May 30, 2024 to December 31, 2024 | |||||||
| Revenues, net | $ | 43,539 | $ | 72,050 | ||||
| Cost of revenues | 402,063 | 311,832 | ||||||
| Gross loss | (358,524 | ) | (239,782 | ) | ||||
| Operating expenses: | ||||||||
| General and administrative | 4,594,573 | 2,000,901 | ||||||
| Loss on impairment | 748,101 | - | ||||||
| Total operating expenses | 5,342,674 | 2,000,901 | ||||||
| Operating loss | (5,701,198 | ) | (2,240,683 | ) | ||||
| Other income: | ||||||||
| Interest income | 139 | - | ||||||
| Total other income | 139 | - | ||||||
| Net loss | $ | (5,701,059 | ) | $ | (2,240,683 | ) | ||
See accompanying notes to the financial statements.
F-5
IGNITE PROTEOMICS LLC
STATEMENTS OF CHANGES IN MEMBER’S DEFICIT
FOR
THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM MAY 30, 2024
(INCEPTION) TO DECEMBER 31, 2024
| Member’s
Deficit | Total | |||||||
| Balance, May 30, 2024 (inception) | $ | - | $ | - | ||||
| Net loss | (2,240,683 | ) | (2,240,683 | ) | ||||
| Member’s contributions | 1,134,633 | 1,134,633 | ||||||
| Balance as of December 31, 2024 | $ | (1,106,050 | ) | (1,106,050 | ) | |||
| Net loss | (5,701,059 | ) | (5,701,059 | ) | ||||
| Balance as of December 31, 2025 | $ | (6,807,109 | ) | (6,807,109 | ) | |||
See accompanying notes to financial statements.
F-6
IGNITE PROTEOMICS LLC
STATEMENTS OF CASH FLOWS
| For
The Year Ended December 31, 2025 | For
the Period from May 30, 2024 to December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (5,701,059 | ) | $ | (2,240,683 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | 156,579 | 139,182 | ||||||
| Loss on impairment of property and equipment | 748,101 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 28,030 | (28,030 | ) | |||||
| Inventory | (47,538 | ) | (83,897 | ) | ||||
| Prepaid expenses and other current assets | (42,094 | ) | 20,317 | |||||
| Accounts payable and accrued expenses | 4,871,202 | 2,193,118 | ||||||
| Net increase in cash | 13,221 | 7 | ||||||
| Cash, beginning of period | 7 | - | ||||||
| Cash, end of period | $ | 13,228 | $ | 7 | ||||
| Non-cash investing and financial activities: | ||||||||
| Non-cash contribution from the member in the form of medical equipment | $ | - | $ | 1,043,862 | ||||
| Non-cash contribution from the member in the form of inventory | $ | - | $ | 90,771 | ||||
| Intercompany payables | $ | 2,834,220 | $ | 1,744,595 | ||||
See accompanying notes to the financial statements.
F-7
IGNITE PROTEOMICS LLC
NOTES TO FINANCIAL STATEMENTS
Note 1. Description of Business
Ignite Proteomics LLC (the “Company”) was formed on May 30, 2024, as a Delaware limited liability company under the Delaware Limited Liability Company Act. The Company operates the medical laboratory acquired from Theralink Technologies, Inc., provides services related to proteomic products pursuant to acquired licenses from George Mason University (“GMU”) and Vanderbilt University (“Vanderbilt”), and collects fees for services rendered. The Company has obtained credentials to bill Medicare, a third-party payer, for reimbursement of its Ignite proteomics test and is in the process of securing credentials for reimbursement from additional third-party payors. The Company generates revenue through clinical diagnostic testing, research contracts with leading academic and biopharmaceutical institutions, and participation in clinical trials and registries.
IMAC Holdings, Inc. (the “Member”) is the sole member of the Company and owns 100% of its membership interests.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”) through the Accounting Standards Codification (“ASC”).
The financial statements present the Company’s financial position and results of operations for the year ended December 31, 2025. As the Company was formed on May 30, 2024, the comparative financial information reflects the period from inception through December 31, 2024, representing approximately seven months of operations.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to contractual insurance adjustments on revenues and expected credit losses, and impairment of long-lived assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates.
Revenue Recognition
The Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) through the Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC Topic 606, the Company recognizes revenues when its customers obtain control of its product for an amount that reflects the consideration it expects to receive from its customers in exchange for that product. To determine revenue recognition for contracts that are determined to be in scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when such performance obligation is satisfied.
Revenue is recognized at the point in time when the analysis report is submitted to the customer.
F-8
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2025.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements are capitalized, while expenditures for maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in other income (expense) in the period incurred.
Property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group.
If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset group. Fair value is generally determined using discounted cash flow analyses or other valuation techniques.
Income Taxes
The Company is a single member limited liability company that has elected to be treated as a disregarded entity for federal and applicable state tax purposes. Accordingly, all items of income, gain, loss, deduction, and credit of the Company (including, without limitation, items not subject to federal or state income tax) are treated for federal and applicable state income tax purposes as items of income, gain, loss, deduction, and credit of the Member. As a result, no income tax provision is included in the accompanying financial statements. Transactions for which tax deductibility or the timing of deductibility is uncertain are reviewed based on their technical merits in determining distribution of the Company’s income. Penalties and interest assessed by income taxing authorities, if any, are included in selling, general, and administrative expenses; however, no such interest or penalties were recognized for the years ended December 31, 2025 and 2024, respectively.
F-9
Inventories
Inventories are stated at the lower of cost or net realizable value (“NRV”) in accordance with ASC 330, Inventory (“ASC 330”). Cost is determined using the weighted-average method, which approximates actual cost.
The Company evaluates inventory regularly to identify items that are excess, obsolete, or slow-moving, and records valuation adjustments when necessary to reduce the carrying amount to NRV. The determination of net realizable value considers factors such as current and forecasted demand, expected selling prices, production costs, and normal profit margins. Inventory is not carried above amounts expected to be recovered through sale or use.
Recently Issued and Adopted Accounting standard
The Company was not subject to nor did the Company adopt any other new accounting pronouncements during period ended December 31, 2025 that had a material impact on the financial condition, results of operations, or cash flows.
Recently Issued not yet Adopted Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (“ASU 2024-03"). ASU 2024-03 requires disclosure of specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information to help financial statement users (a) better understand the Company’s performance, (b) better assess the Company’s prospects for future cash flows, and (c) compare the Company’s performance over time and with that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.
Note 3. Going Concern Considerations
The Company’s financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses and generated negative cash inflows from operating activities during the reporting periods. As a result, management concludes that there is substantial doubt to continue as a going concern twelve months from the issuance of these statements.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
F-10
Note 4. Property and Equipment
Property and equipment consisted of the following at December 31, 2025 and 2024:
Estimated Useful Life | December 31, 2025 | December 31, 2024 | ||||||||
| Medical Equipment | 5 years | $ | 1,043,862 | $ | 1,043,862 | |||||
| Less: accumulated depreciation | (295,761 | ) | (139,182 | ) | ||||||
| Impairment of property and equipment | (748,101 | ) | - | |||||||
| Total property and equipment, net | $ | - | $ | 904,680 | ||||||
Depreciation was approximately $156,579 and $139,182 for the year ended December 31, 2025 and for the period from May 30, 2024 (inception) through December 31, 2024, respectively.
During the year ended December 31, 2025, the Company recognized an impairment loss of $748,101 on the laboratory equipment that was acquired May 2024 from Theralink Technologies, Inc. This impairment was triggered by a revenue shortfall that resulted in minimal cash flows generated from the use of the laboratory equipment. The net revenue for the year ended December 31, 2025 was approximately $43,539. The carrying amount of the laboratory equipment was $748,101 and it was determined that the fair value was $0. The impairment loss was measured as the difference between the carrying amount of the asset group and its estimated fair value.
Note 5. Member’s Deficit
The Company operates as a limited liability company without any authorized share capital and has not issued any share units to its Member, as stipulated in its formation documents. Accordingly, there are no outstanding share units as of the balance sheet dates. On May 30, 2024, the Member contributed property and equipment and inventory valued at $1,043,862 and $90,771, respectively, which was recorded as a capital contribution during the comparative period.
During the year ended December 31, 2024, the Member entered into several financing transactions with Theralink Technologies, Inc. (“Theralink”) that culminated in an acquisition of Theralink assets. Pursuant to the Settlement and Release Agreement dated May 1, 2024, the Member acquired certain assets which resulted in the recording of long lived assets of $1.1 million. These assets were contributed to the Company as a capital contribution on May 30, 2024.
During the year ended December 31, 2025, the Member provided funding for various working capital and operational requirements which have been recorded as intercompany payable.
The Member is vested with full authority to manage and control the business and affairs of the Company, including, the power to appoint officers and to take all actions deemed necessary, to carry out the purposes and operations of the Company.
Note 6. Contingencies
From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s financial condition, results of operations or liquidity for the periods presented.
F-11
Note 7. Segment Reporting
The Company has determined that it currently operates in a single segment, precision medicine in cancer treatment, currently located in a single geographic location, the United States. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. Since the Company operates in a single segment, the measure of segment total assets and loss from operations is the same as that reported on the accompanying balance sheets as total assets, and the accompanying statement of operations as loss from operations, respectively.
The Company’s chief operating decision maker (“CODM”) is the chief executive officer of the Member. The Company’s CODM reviews and evaluates the total consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods. In addition to the significant expense categories included within the total net loss presented on the Company’s Statements of Operations, the following table sets forth significant segment expenses:
| For the year ended December 31, 2025 | For the period from May 30, 2024 to December 31, 2024 | |||||||
| Revenue, net | $ | 43,539 | $ | 72,050 | ||||
| Cost of revenue | (402,063 | ) | (311,832 | ) | ||||
| (358,524 | ) | (239,782 | ) | |||||
| Operating expenses | ||||||||
| Employee expense | 3,768,348 | 1,193,173 | ||||||
| Professional fees | 426,853 | 607,661 | ||||||
| Occupancy | 260,177 | 147,482 | ||||||
| Insurance | 7,594 | 2,811 | ||||||
| Loss on impairment | 748,101 | - | ||||||
| Other | 131,601 | 49,774 | ||||||
| Total operating expenses | 5,342,674 | 2,000,901 | ||||||
| Operating loss | (5,701,198 | ) | (2,240,683 | ) | ||||
| Other income | ||||||||
| Interest income | 139 | - | ||||||
| Total other income | 139 | - | ||||||
| Net loss | $ | (5,701,059 | ) | $ | (2,240,683 | ) | ||
F-12
Note 8. Related Party
The Company primarily transacted with its sole related party, the Member, during the periods. At inception, the Member contributed medical equipment and inventory valued at $1,043,862 and $90,771, respectively, as a capital contribution. Additionally, the Company engaged in operational transactions with the Member during the period, including payroll expenses allocated between the Member and the Company, among other items. Accordingly, the Company had an intercompany payables balance of $4,578,815 and $1,744,595 outstanding at December 31, 2025 and 2024, respectively.
Note 9. Subsequent Event
The Company evaluated subsequent events and transactions that occurred after December 31, 2025 through the date the financial statements were issued.
Subsequent to December 31, 2025, Aditxt, Inc. (“Aditxt”) acquired 100% of the outstanding membership interests of Ignite Proteomics LLC (“Ignite”) pursuant to a Securities Purchase Agreement with IMAC Holdings, Inc. (“IMAC”) and certain other equity holders of Ignite. IMAC was the Company’s sole member during the periods presented and Ignite was formerly a wholly owned subsidiary of IMAC.
The acquisition was completed on March 11, 2026, at which time Ignite became a wholly owned subsidiary of Aditxt.
Under the terms of the transaction, Aditxt issued 36,000 shares of its Series A-2 Convertible Preferred Stock, with an aggregate stated value of $36.0 million, as consideration for the equity interests of Ignite.
The financial statements presented herein reflect the historical operations and financial position of Ignite prior to the change in ownership. The accounting for the acquisition and any related purchase accounting adjustments will be reflected in the consolidated financial statements of Aditxt, Inc.
Management evaluated additional events occurring after December 31, 2025 and determined that no other subsequent events requiring recognition or disclosure in the accompanying financial statements had occurred.
F-13
Exhibit 99.2
Aditxt Inc.
Unaudited Pro Forma Consolidated Financial Statements
(In U.S. dollars)
As of December 31, 2025
Aditxt Inc.
Pro Forma Consolidated Statement of Financial Position
(Unaudited)
(In thousands of U.S. dollars)
As of December 31, 2025
| Aditxt | Ignite | Pro Forma Adjustments | Notes | Pro Forma Consolidated | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||||||
| Cash | 3,199 | 13 | - | Note 3(a) | 3,212 | |||||||||||||||
| Accounts receivable, net | - | - | - | - | ||||||||||||||||
| Inventory | 6 | 131 | - | 137 | ||||||||||||||||
| Prepaid expenses | 617 | 113 | - | 730 | ||||||||||||||||
| TOTAL CURRENT ASSETS | 3,822 | 257 | - | 4,079 | ||||||||||||||||
| Fixed assets, net | 880 | - | - | 880 | ||||||||||||||||
| Intangible assets, net | 3 | - | - | 3 | ||||||||||||||||
| Deposits | 62 | - | - | 62 | ||||||||||||||||
| Right of use asset - long term | 1,205 | - | - | 1,205 | ||||||||||||||||
| Notes receivable, net of discount | 3,900 | - | - | 3,900 | ||||||||||||||||
| Investment in Evofem | 6,646 | - | - | 6,646 | ||||||||||||||||
| Goodwill | - | - | 36,551 | Note 3(b) | 36,551 | |||||||||||||||
| TOTAL ASSETS | 16,517 | 257 | 36,551 | 53,325 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
2
Aditxt Inc.
Pro Forma Consolidated Statement of Financial Position
(Unaudited)
(In thousands of U.S. dollars)
As of December 31, 2025
| Aditxt | Ignite | Pro Forma Adjustments | Notes | Pro Forma Consolidated | ||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||||||
| Accounts payable and accrued expenses | 7,693 | 2,486 | (1,202 | ) | Note 3(c) | 8,977 | ||||||||||||||
| Mandatorily Redeemable A-1 Preferred Stock (678 and 0 shares) | 779 | - | - | 779 | ||||||||||||||||
| Mandatorily Redeemable C-1 Preferred Stock (896 and 1,178 shares) | 1,031 | - | - | 1,031 | ||||||||||||||||
| Notes payable and other short-term debt, net of discount | 1,855 | - | - | 1,855 | ||||||||||||||||
| Deferred rent | 53 | - | - | 53 | ||||||||||||||||
| Intercompany with IMAC | - | 4,579 | (4,579 | ) | Note 3(d) | - | ||||||||||||||
| Lease liability - short term | 808 | - | - | 808 | ||||||||||||||||
| TOTAL CURRENT LIABILITIES | 12,220 | 7,064 | (5,781 | ) | 13,504 | |||||||||||||||
| Lease liability - long term | 343 | - | - | 343 | ||||||||||||||||
| Derivative liability | - | - | - | - | ||||||||||||||||
| TOTAL LIABILITIES | 12,563 | 7,064 | (5,781 | ) | 13,847 | |||||||||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||
| Preferred stock, $0.001 par value, 3,000,000 shares authorized, no shares issued and outstanding | - | - | - | - | ||||||||||||||||
| Series A-1 Preferred stock, $0.001 par value, 22,280 shares authorized, 20,375 and 22,071 shares issued and outstanding, as of December 31, 2025 and December 31, 2024, respectively | - | - | - | - | ||||||||||||||||
| Series A-2 Preferred Stock, $0.001 par value; 36,000 shares authorized; 36,000 and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | - | - | - | Note 3(e) | - | |||||||||||||||
| Series B Preferred stock, $0.001 par value, 1 shares authorized, zero and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | - | - | - | - | ||||||||||||||||
| Series B-1 Preferred stock, $0.001 par value, 6,000 shares authorized, 2,689 and 2,689 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | - | - | - | - | ||||||||||||||||
| Series B-2 Preferred stock, $0.001 par value, 2,625 shares authorized, 2,625 and 2,625 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | - | - | - | - | ||||||||||||||||
| Series C Preferred stock, $0.001 par value, 1 shares authorized, zero and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | - | - | - | - | ||||||||||||||||
| Series D-1 Preferred stock, $0.001 par value, 1 shares authorized, zero and zero shares issued and outstanding, as of December 31, 2025 and December 31, 2024, respectively | - | - | - | - | ||||||||||||||||
| Common stock | - | - | - | - | ||||||||||||||||
| Treasury stock | (202 | ) | - | - | (202 | ) | ||||||||||||||
| Additional paid-in capital | 214,365 | - | 36,000 | 250,365 | ||||||||||||||||
| Member's Deficit | - | (6,807 | ) | 6,807 | Note 3(f) | - | ||||||||||||||
| Accumulated deficit | (209,809 | ) | - | (475 | ) | Note 3(g) | (210,284 | ) | ||||||||||||
| Accumulated other comprehensive income | 1,254 | - | - | 1,254 | ||||||||||||||||
| TOTAL ADITXT, INC. STOCKHOLDERS' EQUITY (DEFICIT) | 5,610 | (6,807 | ) | 42,332 | 41,135 | |||||||||||||||
| NON-CONTROLLING INTEREST | (1,656 | ) | - | - | (1,656 | ) | ||||||||||||||
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 3,954 | (6,807 | ) | 42,332 | 39,479 | |||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 16,517 | 257 | 36,551 | 53,325 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
3
Aditxt Inc.
Pro Forma Consolidated Statement of Earnings
(Unaudited)
(In thousands of U.S. dollars, except share and earnings per share)
For the twelve months ended December 31, 2025
| Aditxt | Ignite | Pro Forma Adjustments | Notes | Pro Forma Consolidated | |||||||||||||||
| REVENUE | |||||||||||||||||||
| Sales | 3 | 44 | - | 47 | |||||||||||||||
| Cost of goods sold | 3 | 402 | - | 405 | |||||||||||||||
| Gross profit (loss) | - | (358 | ) | - | (358 | ) | |||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||
| General and administrative expenses | 15,975 | 4,595 | 475 | Note 3(g) | 21,044 | ||||||||||||||
| Research and development | 3,194 | - | - | 3,194 | |||||||||||||||
| Sales and marketing | 402 | - | - | 402 | |||||||||||||||
| Loss on disposition or impairment | - | 748 | - | 748 | |||||||||||||||
| Total operating expenses | 19,571 | 5,343 | 475 | 25,389 | |||||||||||||||
| NET LOSS FROM OPERATIONS | (19,571 | ) | (5,701 | ) | (475 | ) | (25,747 | ) | |||||||||||
| OTHER EXPENSE | |||||||||||||||||||
| Interest expense | (681 | ) | - | - | (681 | ) | |||||||||||||
| Interest income | 199 | - | - | 199 | |||||||||||||||
| Amortization of debt discount | (1,707 | ) | - | - | (1,707 | ) | |||||||||||||
| Change in fair value of derivative liability | 15 | - | - | 15 | |||||||||||||||
| Change in fair value of Evofem warrants | 2,807 | - | - | 2,807 | |||||||||||||||
| Impairment of Evofem F-1 Preferred Stock | (23,766 | ) | - | - | (23,766 | ) | |||||||||||||
| Impairment of fixed assets | (412 | ) | - | - | (412 | ) | |||||||||||||
| Gain on Evofem note | 328 | - | - | 328 | |||||||||||||||
| Total other expense | (23,217 | ) | - | - | (23,217 | ) | |||||||||||||
| Net loss before provision for income taxes | (42,788 | ) | (5,701 | ) | (475 | ) | (48,964 | ) | |||||||||||
| Provision for Income Taxes | - | - | - | - | |||||||||||||||
| NET LOSS | (42,788 | ) | (5,701 | ) | (475 | ) | (48,964 | ) | |||||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (1,073 | ) | - | - | (1,073 | ) | |||||||||||||
| NET LOSS ATTRIBUTABLE TO ADITXT & SUBSIDIARIES | (41,715 | ) | (5,701 | ) | (475 | ) | (47,891 | ) | |||||||||||
| Deemed Dividends | (1,387 | ) | - | - | (1,387 | ) | |||||||||||||
| NET EARNINGS/(LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | (43,103 | ) | (5,701 | ) | (475 | ) | (49,279 | ) | |||||||||||
| Net loss per share: - Continuing Operations | |||||||||||||||||||
| Basic and Diluted | (1,153.82 | ) | - | - | (1,319.20 | ) | |||||||||||||
| Weighted average number of shares: | |||||||||||||||||||
| Basic and Diluted | 37,355 | - | - | 37,355 | |||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
4
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2025
| 1. | Description of Transaction |
Acquisition of Ignite Proteomics LLC by Aditxt
On March 11, 2026, Aditxt, Inc. (“Aditxt” or the “Company”) completed the acquisition of all of the equity interests of Ignite Proteomics LLC (“Ignite”), a Delaware limited liability company and formerly a wholly owned subsidiary of IMAC Holdings, Inc., pursuant to a Securities Purchase Agreement entered into between the Company, the investors listed on the schedule of buyers attached thereto and IMAC Holdings, Inc.
Under the terms of the Securities Purchase Agreement, the Company acquired 100% of the issued and outstanding equity interests of Ignite. In connection with the transaction, the investors transferred their equity interests in Ignite to the Company in exchange for 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock with an aggregate stated value of $36.0 million.
In addition, approximately $0.5 million of cash was directed through the closing funds flow to satisfy certain transaction-related expenses and obligations associated with the acquisition. These amounts included payments for legal and administrative costs, as well as net amounts remitted to IMAC Holdings, Inc., including amounts previously advanced.
These payments were made to settle seller obligations and transaction costs in connection with the acquisition and do not represent pre-existing relationships between Aditxt and Ignite. Accordingly, such amounts have not been reflected as consideration transferred in the preliminary purchase price allocation.
In addition, Aditxt expects to settle certain operating liabilities of Ignite Proteomics LLC following the acquisition, as identified in Schedule 2 to the transaction agreements (approximately $808). Although these liabilities were not legally assumed as part of the acquisition, management determined that the settlement of such obligations represents additional purchase consideration, as Aditxt does not receive a direct economic benefit from the original incurrence of these liabilities. Accordingly, these amounts have been reflected as an increase to goodwill in the preliminary purchase price allocation.
Business Combination
The Company evaluated the acquisition of Ignite Proteomics LLC in accordance with the guidance in ASC 805-10-55 to determine whether the acquired set of activities and assets constitutes a business.
The acquired set includes inputs, such as intellectual property, laboratory equipment, and workforce; processes, including proprietary methodologies and operational protocols; and the ability to generate outputs, including research and development activities and related services.
Based on this evaluation, management concluded that the acquired set represents a business, as it includes a substantive process that, when applied to the inputs, has the ability to contribute to the creation of outputs. Accordingly, the transaction has been accounted for as a business combination under ASC 805.
Continuity of Operations
Following the acquisition, Aditxt has retained and/or transitioned key employees of Ignite Proteomics LLC and continues to operate the acquired business using substantially the same processes and operational infrastructure. This continuity of personnel and operations supports the Company’s conclusion that the acquired set includes a substantive process and will continue to generate output.
5
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2025
| 1. | Description of Transaction (continued) |
Basis of Preparation
The accompanying unaudited Pro Forma Consolidated Financial Statements of Aditxt have been prepared to give effect to the acquisition of Ignite. The unaudited Pro Forma Consolidated Statement of Financial Position gives effect to the transaction as if it had occurred on December 31, 2025. The unaudited Pro Forma Consolidated Statement of Earnings for the twelve months ended December 31, 2025, gives effect to the transaction as if it had occurred on January 1, 2025.
The unaudited Pro Forma Consolidated Statement of Financial Position combines the historical consolidated statement of financial position of Aditxt as of December 31, 2025, and the historical statement of financial position of Ignite as of December 31, 2025. Certain amounts may not sum due to rounding.
The unaudited Pro Forma Consolidated Financial Statements are based on, and should be read in conjunction with:
| ● | the audited consolidated financial statements of Aditxt as of and for the year ended December 31, 2024 (“Aditxt’s 2024 Annual Consolidated Financial Statements”) prepared in U.S. dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”); |
| ● | the audited financial statements of Ignite as of and for the year ended December 31, 2024 (“Ignite’s 2024 Financial Statements”) prepared in U.S. dollars in accordance with U.S. GAAP; |
| ● | the audited consolidated financial statements of Aditxt as of and for the year ended December 31, 2025; and |
| ● | the audited financial statements of Ignite as of and for the year ended December 31, 2025. |
The audited consolidated financial statements of Aditxt for the years ended December 31, 2025 and 2024 are incorporated herein by reference.
The unaudited Pro Forma Consolidated Financial Statements have been presented for illustrative purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or financial performance would have been had the transaction been completed on the dates indicated above, nor does it purport to project the future financial position or operating results of the combined company.
The unaudited Pro Forma Consolidated Financial Statements do not reflect potential cost savings, operating synergies, or revenue enhancements that may be realized from the transaction. The actual financial position and results of operations of Aditxt following the closing of the transaction may vary from the amounts set forth in the unaudited Pro Forma Consolidated Financial Statements, and such variations could be material.
The pro forma adjustments are based upon available information and certain assumptions believed to be reasonable under the circumstances. The purchase price allocation and the corresponding fair value adjustments are provisional and subject to refinement as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. Aditxt will finalize all amounts as it obtains the necessary information to complete the measurement process, which will be no later than one year from the closing date of the acquisition.
Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing the unaudited Pro Forma Consolidated Financial Statements. Differences between these preliminary estimates and the final acquisition accounting may occur, and such differences could be material to the accompanying unaudited Pro Forma Consolidated Financial Statements and Aditxt’s future financial performance and financial position.
6
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2025
| 2. | Preliminary Purchase Price Allocation |
The purchase consideration for the acquisition consists of (i) 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock and (ii) the estimated impact of approximately $808 of Ignite operating liabilities expected to be settled post-closing, which are treated as additional purchase consideration. In accordance with ASC 805-30-30-1, the consideration transferred in the transaction will be measured at the fair value of the equity interests issued as of the acquisition date.
The stated value of the preferred stock is $36.0 million; however, the Company is in the process of evaluating the fair value of the Series A-2 Convertible Preferred Stock at the acquisition date, which may differ from its stated value. The final determination of fair value will be completed as part of the preliminary purchase price allocation.
The allocation of purchase consideration to the assets acquired
and liabilities assumed is preliminary and is based on currently available information and certain assumptions that management believes
are reasonable. The Company has not yet obtained an independent valuation of the identifiable intangible assets acquired in the transaction,
including technology, intellectual property, and other intangible assets.
Certain intellectual property associated with Ignite Proteomics LLC is held under license or other contractual arrangements. Accordingly,
Aditxt acquired rights to use such intellectual property pursuant to the terms of the assignment of the applicable license agreements,
rather than outright ownership. The Company is evaluating these arrangements as part of the preliminary purchase price allocation to determine
the appropriate accounting treatment.
As a result, the pro forma adjustments presented herein reflect the excess of consideration transferred over the book value of the identifiable net tangible assets acquired as goodwill. The Company intends to engage an independent valuation specialist to determine the fair value of identifiable intangible assets acquired and to finalize the purchase price allocation.
Upon completion of the valuation and related analyses, a portion of the amount currently recorded as goodwill may be reclassified to identifiable intangible assets, which may be subject to amortization. The final allocation of purchase consideration could differ materially from the preliminary allocation presented in these unaudited pro forma consolidated financial statements.
No adjustment has been made to reflect amortization of identifiable intangible assets in the pro forma financial statements because the valuation of such assets, including their fair values and estimated useful lives, has not yet been completed. Accordingly, amortization expense that will be recognized in future periods is not reflected herein and could be material.
7
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2025
| 2. | Preliminary Purchase Price Allocation (continued) |
| Notes | Ignite | |||||
| $'000 | ||||||
| Assets acquired | ||||||
| Cash | 13 | |||||
| Restricted cash | - | |||||
| Accounts receivable, net | - | |||||
| Inventory | 131 | |||||
| Prepaid expenses | 113 | |||||
| Total Assets | 257 | |||||
| Liabilities Assumed | - | |||||
| Fair value of identifiable net assets/(liabilities) acquired | 257 | |||||
| Goodwill arising on acquisition: | ||||||
| Cash consideration | - | |||||
| Ignite operating liabilities | 808 | |||||
| Series A-2 Preferred stock, $0.001 par value, 36,000 shares authorized, 36,000 shares issued and outstanding | 36,000 | |||||
| Consideration paid | 36,808 | |||||
| Less: fair value of identifiable net assets/(liabilities) acquired | (257 | ) | ||||
| Goodwill arising from transaction | (a) | 36,551 | ||||
(a) As noted above, a preliminary estimate of $36,551 has been allocated to goodwill for the Ignite Transaction. Goodwill is calculated as the excess of the preliminary estimate of the acquisition date fair value of the consideration transferred, over the preliminary estimate of the fair values assigned to the identifiable assets acquired and liabilities assumed. At this time, all amounts related to the Ignite Transaction have been included in goodwill; however, once the purchase price allocation is finalized, some amounts currently included in goodwill will be moved to intangible assets. The preliminary purchase consideration also includes the estimated impact of $808 of Ignite operating liabilities expected to be settled by Aditxt post-closing. These amounts have been treated as additional purchase consideration and are reflected as an increase to goodwill.
8
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2025
| 3. | Pro Forma Adjustments in Connection with the Transactions |
The following notes describe the adjustments reflected in the unaudited pro forma consolidated balance sheet of Aditxt, Inc. as of December 31, 2025, which gives effect to the acquisition of Ignite Proteomics LLC as if the transaction had occurred on January 1, 2025.
The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change as additional information becomes available, and the purchase price allocation is finalized.
(a) Cash
Represents the addition of Ignite Proteomics LLC’s cash balance of approximately $13 to Aditxt’s consolidated cash balance as of December 31, 2025. No additional cash adjustments were recorded in the pro forma presentation.
(b) Goodwill
Represents the preliminary recognition of goodwill of approximately $36,551 resulting from the acquisition of Ignite Proteomics LLC.
Goodwill represents the excess of the preliminary purchase consideration over the identifiable net tangible assets acquired.
The purchase price allocation is preliminary, as the Company has not yet completed a third-party valuation of identifiable intangible assets acquired in the transaction, including potential technology, intellectual property, or other identifiable intangible assets.
The Company has also evaluated the fair value of other assets acquired and liabilities assumed in the transaction. Based on the preliminary assessment, the carrying values of cash, working capital items, and other tangible assets are considered to approximate their respective fair values due to their short-term nature or the nature of the underlying assets.
Accordingly, no material adjustments have been made to the carrying values of these assets and liabilities in the unaudited pro forma consolidated financial statements.
Upon completion of the valuation and related analyses, a portion of the amount currently recorded as goodwill may be reallocated to identifiable intangible assets, which may be subject to amortization.
Goodwill is not amortized but will be tested for impairment at least annually or when indicators of impairment arise.
This includes the estimated impact of Ignite operating liabilities treated as additional purchase consideration.
9
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2025
| 3. | Pro Forma Adjustments in Connection with the Transactions (continued) |
(c) Accounts Payable and Accrued Expenses
Represents the net adjustment to accounts payable and accrued expenses related to the Ignite Transaction, including:
| ● | $2,486 elimination of Ignite historical accounts payable and accrued liabilities that were settled or otherwise resolved in connection with the transaction. |
| ● | $475 increase to record transaction-related costs incurred by Aditxt in connection with the acquisition. |
These adjustments result in a net reduction of $1,202 to accounts payable and accrued expenses in the pro forma consolidated balance sheet.
The preliminary purchase consideration also includes the estimated impact of $808 of Ignite operating liabilities expected to be settled by Aditxt post-closing. These amounts have been treated as additional purchase consideration and are reflected as an increase to goodwill.
(d) Intercompany Payable to IMAC Holdings
Represents the elimination of $4,579 of intercompany balances between Ignite and IMAC Holdings, Inc., which are not expected to remain outstanding following the acquisition.
These balances were eliminated as part of the consolidation adjustments associated with the Ignite Transaction.
The intercompany balances between Ignite Proteomics LLC and IMAC Holdings, Inc. were settled or otherwise extinguished prior to or in connection with the closing of the transaction. Accordingly, such balances are not reflected as ongoing obligations of the acquired business and have been eliminated in the unaudited pro forma condensed consolidated financial statements.
(e) Series A-2 Preferred Stock Issuance
Represents the issuance of 36,000 shares of Series A-2 Convertible Preferred Stock by Aditxt in connection with the acquisition of Ignite Proteomics LLC.
The preferred stock is recorded at its stated value of $36,000, which represents the preliminary purchase consideration transferred for the acquisition.
(f) Elimination of Ignite Member’s Equity
Represents the elimination of Ignite’s historical member’s deficit of $6,807 as part of the consolidation of Ignite into Aditxt’s financial statements.
Upon acquisition, Ignite’s historical equity balances are eliminated against the purchase consideration transferred.
(g) Transaction Costs
Represents $475 of acquisition-related transaction costs incurred by Aditxt in connection with the Ignite Transaction.
In accordance with ASC 805-10-25-23, acquisition-related costs are expensed as incurred and are not included as consideration transferred in a business combination. These costs are reflected as an increase to general and administrative expenses in the pro forma consolidated statement of earnings.
10
Exhibit 99.3
Aditxt Inc.
Unaudited Pro Forma Consolidated Financial Statements
(In U.S. dollars)
December 31, 2024
Aditxt Inc.
Pro Forma Consolidated Statement of Financial Position
(Unaudited)
(In thousands of U.S. dollars)
As of December 31, 2024
| Aditxt | Ignite | Pro Forma Adjustments | Notes | Pro Forma Consolidated | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||||||
| Cash | 833 | - | - | Note 3(a) | 833 | |||||||||||||||
| Restricted cash | - | - | - | - | ||||||||||||||||
| Accounts receivable, net | 43 | 28 | - | 71 | ||||||||||||||||
| Inventory | 11 | 84 | - | 95 | ||||||||||||||||
| Prepaid expenses | 3 | 70 | - | 73 | ||||||||||||||||
| Investment in Ignite / Aditxt | - | - | - | - | ||||||||||||||||
| Subscription receivable | 1,109 | - | - | 1,109 | ||||||||||||||||
| Other receivable | - | - | - | - | ||||||||||||||||
| TOTAL CURRENT ASSETS | 1,999 | 182 | - | 2,181 | ||||||||||||||||
| Fixed assets, net | 1,548 | 905 | - | 2,453 | ||||||||||||||||
| Intangible assets, net | 6 | - | - | 6 | ||||||||||||||||
| Deposits | 88 | - | - | 88 | ||||||||||||||||
| Right of use asset - long term | 1,226 | - | - | 1,226 | ||||||||||||||||
| Other assets | - | - | - | - | ||||||||||||||||
| Goodwill | - | - | 35,721 | Note 3(b) | 35,721 | |||||||||||||||
| Investment in Evofem | 27,277 | - | - | 27,277 | ||||||||||||||||
| Deposit on acquisition | - | - | - | - | ||||||||||||||||
| TOTAL ASSETS | 32,144 | 1,087 | 35,721 | 68,952 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
2
Aditxt Inc.
Pro Forma Consolidated Statement of Financial Position
(Unaudited)
(In thousands of U.S. dollars)
As of December 31, 2024
| Aditxt | Ignite | Pro Forma Adjustments | Notes | Pro Forma Consolidated | ||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: | ||||||||||||||||||||
| Accounts payable and accrued expenses | 13,212 | 449 | 834 | Note 3(c) | 14,495 | |||||||||||||||
| Mandatorily Redeemable C-1 Preferred Stock (896 and 1,178 shares) | 1,355 | - | - | 1,355 | ||||||||||||||||
| Stock Payable | 2,250 | - | - | 2,250 | ||||||||||||||||
| Notes payable - related party | 115 | - | - | 115 | ||||||||||||||||
| Notes payable and other short-term debt, net of discount | 5,538 | - | - | 5,538 | ||||||||||||||||
| Financing on fixed assets | 148 | - | - | 148 | ||||||||||||||||
| Deferred rent | 106 | - | - | 106 | ||||||||||||||||
| Intercompany Payable to IMAC | - | 1,745 | (1,745 | ) | Note 3(d) | - | ||||||||||||||
| Lease liability - current | 683 | - | - | 683 | ||||||||||||||||
| TOTAL CURRENT LIABILITIES | 23,407 | 2,193 | (911 | ) | 24,690 | |||||||||||||||
| Financing on fixed assets - long term | - | - | - | - | ||||||||||||||||
| Derivative liability | 15 | - | - | 15 | ||||||||||||||||
| Lease liability - non-current | 436 | - | - | 436 | ||||||||||||||||
| TOTAL LIABILITIES | 23,858 | 2,193 | (911 | ) | 25,141 | |||||||||||||||
| MEZZANINE EQUITY | ||||||||||||||||||||
| Redeemable Series C-1 Preferred stock, $0.001 par value, 1 shares authorized, 7,195 shares authorized, zero shares issued and outstanding, December 31, 2024 | 7,195 | - | - | 7,195 | ||||||||||||||||
| TOTAL MEZZANINE EQUITY | ||||||||||||||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||
| Preferred stock, $0.001 par value, 3,000,000 shares authorized, no shares issued and outstanding | - | - | - | - | ||||||||||||||||
| Series A-1 Preferred stock, $0.001 par value, 22,280 shares authorized, 22,071 shares authorized, zero shares issued and outstanding, December 31, 2024 | - | - | - | - | ||||||||||||||||
| Series A-2 Preferred Stock, $0.001 par value; 36,000 shares authorized, zero shares issued and outstanding, December 31, 2024 | - | - | - | Note 3(e) | - | |||||||||||||||
| Series B Preferred stock, $0.001 par value, 1 shares authorized, zero shares issued and outstanding, December 31, 2024 | - | - | - | - | ||||||||||||||||
| Series B-1 Preferred stock, $0.001 par value, 6,000 shares authorized, 2,689 shares issued and outstanding, December 31, 2024 | - | - | - | - | ||||||||||||||||
| Series B-2 Preferred stock, $0.001 par value, 2,625 shares authorized, 2,625 shares issued and outstanding, December 31, 2024 | - | - | - | - | ||||||||||||||||
| Series C Preferred stock, $0.001 par value, 1 shares authorized, zero shares issued and outstanding, December 31, 2024 | - | - | - | - | ||||||||||||||||
| Series D-1 Preferred stock, $0.001 par value, 1 shares authorized, zero shares issued and outstanding, December 31, 2024 | - | - | - | - | ||||||||||||||||
| Common stock | - | - | - | - | ||||||||||||||||
| Treasury stock | (202 | ) | - | - | (202 | ) | ||||||||||||||
| Additional paid-in capital | 169,971 | - | 36,000 | Note 3(e) | 205,971 | |||||||||||||||
| Accumulated other comprehensive income | - | - | - | - | ||||||||||||||||
| Member’s Deficit | - | (1,106 | ) | 1,106 | Note 3(f) | - | ||||||||||||||
| Accumulated deficit | (168,095 | ) | - | (475 | ) | (168,570 | ) | |||||||||||||
| TOTAL ADITXT, INC. STOCKHOLDERS' EQUITY (DEFICIT) | 1,675 | (1,106 | ) | 36,631 | 37,200 | |||||||||||||||
| NON-CONTROLLING INTEREST | (583 | ) | - | - | (583 | ) | ||||||||||||||
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 1,091 | (1,106 | ) | 36,631 | 36,616 | |||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 32,144 | 1,087 | 35,721 | 68,952 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
3
Aditxt Inc.
Pro Forma Consolidated Statement of Earnings
(Unaudited)
(In thousands of U.S. dollars, except share and earnings per share)
For the twelve months ended December 31, 2024
| Aditxt | Ignite | Pro Forma Adjustments | Notes | Pro Forma Consolidated | ||||||||||||||||
| REVENUE | ||||||||||||||||||||
| Sales | 134 | 72 | - | 206 | ||||||||||||||||
| Cost of goods sold | 627 | 312 | - | 939 | ||||||||||||||||
| Gross profit (loss) | (493 | ) | (240 | ) | - | (733 | ) | |||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||
| General and administrative expenses | 16,286 | 2,001 | 475 | Note 3(g) | 18,762 | |||||||||||||||
| Research and development | 10,886 | - | - | 10,886 | ||||||||||||||||
| Sales and marketing | 198 | - | - | 198 | ||||||||||||||||
| Total operating expenses | 27,370 | 2,001 | 475 | 29,846 | ||||||||||||||||
| NET LOSS FROM OPERATIONS | (27,864 | ) | (2,241 | ) | (475 | ) | (30,579 | ) | ||||||||||||
| OTHER EXPENSE | ||||||||||||||||||||
| Interest expense | (4,189 | ) | - | - | (4,189 | ) | ||||||||||||||
| Interest income | 1 | - | - | 1 | ||||||||||||||||
| Other income | - | - | - | - | ||||||||||||||||
| Amortization of debt discount | (3,175 | ) | - | - | (3,175 | ) | ||||||||||||||
| Gain on note exchange agreement | (209 | ) | - | - | (209 | ) | ||||||||||||||
| Change in fair value of derivative liability | 415 | - | - | 415 | ||||||||||||||||
| Total other expense | (7,156 | ) | - | - | (7,156 | ) | ||||||||||||||
| Net loss before provision for income taxes | (35,020 | ) | (2,241 | ) | (475 | ) | (37,736 | ) | ||||||||||||
| Provision for Income Taxes | - | - | - | - | ||||||||||||||||
| NET LOSS | (35,020 | ) | (2,241 | ) | (475 | ) | (37,736 | ) | ||||||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (574 | ) | - | - | (574 | ) | ||||||||||||||
| NET LOSS ATTRIBUTABLE TO ADITXT & SUBSIDIARIES | (34,446 | ) | (2,241 | ) | (475 | ) | (37,162 | ) | ||||||||||||
| Deemed Dividends | (5,907 | ) | - | - | (5,907 | ) | ||||||||||||||
| NET EARNINGS/(LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | (40,353 | ) | (2,241 | ) | (475 | ) | (43,069 | ) | ||||||||||||
| Earnings/(loss) per share: - Continuing Operations | ||||||||||||||||||||
| Basic and Diluted | (22,147,415.00 | ) | - | - | (21,534,748.50 | ) | ||||||||||||||
| Weighted average number of shares: | ||||||||||||||||||||
| Basic and Diluted | 2 | - | - | 2 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
4
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2024
| 1. | Description of Transaction |
Acquisition of Ignite Proteomics LLC by Aditxt
On March 11, 2026, Aditxt, Inc. (“Aditxt” or the “Company”) completed the acquisition of all of the equity interests of Ignite Proteomics LLC (“Ignite”), a Delaware limited liability company and formerly a wholly owned subsidiary of IMAC Holdings, Inc., pursuant to a Securities Purchase Agreement entered into between the Company, the investors listed on the schedule of buyers attached thereto and IMAC Holdings, Inc.
Under the terms of the Securities Purchase Agreement, the Company acquired 100% of the issued and outstanding equity interests of Ignite. In connection with the transaction, the investors transferred their equity interests in Ignite to the Company in exchange for 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock with an aggregate stated value of $36.0 million.
In addition, approximately $0.5 million of cash was directed through the closing funds flow to satisfy certain transaction-related expenses and obligations associated with the acquisition. These amounts included payments for legal and administrative costs, as well as net amounts remitted to IMAC Holdings, Inc., including amounts previously advanced.
These payments were made to settle seller obligations and transaction costs in connection with the acquisition and do not represent pre-existing relationships between Aditxt and Ignite. Accordingly, such amounts have not been reflected as consideration transferred in the preliminary purchase price allocation.
In addition, Aditxt expects to settle certain operating liabilities of Ignite Proteomics LLC following the acquisition, as identified in Schedule 2 to the transaction agreements (approximately $808). Although these liabilities were not legally assumed as part of the acquisition, management determined that the settlement of such obligations represents additional purchase consideration, as Aditxt does not receive a direct economic benefit from the original incurrence of these liabilities. Accordingly, these amounts have been reflected as an increase to goodwill in the preliminary purchase price allocation.
Business Combination
The Company evaluated the acquisition of Ignite Proteomics LLC in accordance with the guidance in ASC 805-10-55 to determine whether the acquired set of activities and assets constitutes a business.
The acquired set includes inputs, such as intellectual property, laboratory equipment, and workforce; processes, including proprietary methodologies and operational protocols; and the ability to generate outputs, including research and development activities and related services.
Based on this evaluation, management concluded that the acquired set represents a business, as it includes a substantive process that, when applied to the inputs, has the ability to contribute to the creation of outputs. Accordingly, the transaction has been accounted for as a business combination under ASC 805.
Continuity of Operations
Following the acquisition, Aditxt has retained and/or transitioned key employees of Ignite Proteomics LLC and continues to operate the acquired business using substantially the same processes and operational infrastructure. This continuity of personnel and operations supports the Company’s conclusion that the acquired set includes a substantive process and will continue to generate output.
5
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2024
| 1. | Description of Transaction (continued) |
Basis of Preparation
The accompanying unaudited Pro Forma Consolidated Financial Statements of Aditxt have been prepared to give effect to the acquisition of Ignite. The unaudited Pro Forma Consolidated Statement of Financial Position gives effect to the transaction as if it had occurred on December 31, 2024. The unaudited Pro Forma Consolidated Statement of Earnings for the twelve months ended December 31, 2024, gives effect to the transaction as if it had occurred on January 1, 2024.
The unaudited Pro Forma Consolidated Statement of Financial Position combines the historical consolidated statement of financial position of Aditxt as of December 31, 2024, and the historical statement of financial position of Ignite as of December 31, 2024. Certain amounts may not sum due to rounding.
The unaudited Pro Forma Consolidated Financial Statements are based on, and should be read in conjunction with:
| ● | the audited consolidated financial statements of Aditxt as of and for the year ended December 31, 2024 (“Aditxt’s 2024 Annual Consolidated Financial Statements”) prepared in U.S. dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”); |
| ● | the audited financial statements of Ignite as of and for the year ended December 31, 2024 (“Ignite’s 2024 Financial Statements”) prepared in U.S. dollars in accordance with U.S. GAAP; |
| ● | the audited consolidated financial statements of Aditxt as of and for the year ended December 31, 2025; and |
| ● | the audited financial statements of Ignite as of and for the year ended December 31, 2025. |
The audited consolidated financial statements of Aditxt for the years ended December 31, 2025 and 2024 are incorporated herein by reference.
Reclassification of Previously Reported Preferred Stock Information. Certain prior period amounts have been reclassified to conform to the current presentation related to the Company’s Preferred C-1 shares.
The unaudited Pro Forma Consolidated Financial Statements have been presented for illustrative purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or financial performance would have been had the transaction been completed on the dates indicated above, nor does it purport to project the future financial position or operating results of the combined company.
The unaudited Pro Forma Consolidated Financial Statements do not reflect potential cost savings, operating synergies, or revenue enhancements that may be realized from the transaction. The actual financial position and results of operations of Aditxt following the closing of the transaction may vary from the amounts set forth in the unaudited Pro Forma Consolidated Financial Statements, and such variations could be material.
The pro forma adjustments are based upon available information and certain assumptions believed to be reasonable under the circumstances. The purchase price allocation and the corresponding fair value adjustments are provisional and subject to refinement as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. Aditxt will finalize all amounts as it obtains the necessary information to complete the measurement process, which will be no later than one year from the closing date of the acquisition.
Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing the unaudited Pro Forma Consolidated Financial Statements. Differences between these preliminary estimates
6
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2024
| 1. | Description of Transaction (continued) |
and the final acquisition accounting may occur, and such differences could be material to the accompanying unaudited Pro Forma Consolidated Financial Statements and Aditxt’s future financial performance and financial position.
| 2. | Preliminary Purchase Price Allocation |
The purchase consideration for the acquisition consists of (i) 36,000 shares of the Company’s Series A-2 Convertible Preferred Stock and (ii) the estimated impact of approximately $808 of Ignite operating liabilities expected to be settled post-closing, which are treated as additional purchase consideration. In accordance with ASC 805-30-30-1, the consideration transferred in the transaction will be measured at the fair value of the equity interests issued as of the acquisition date.
The stated value of the preferred stock is $36.0 million; however, the Company is in the process of evaluating the fair value of the Series A-2 Convertible Preferred Stock at the acquisition date, which may differ from its stated value. The final determination of fair value will be completed as part of the preliminary purchase price allocation.
The allocation of purchase consideration to the assets acquired and liabilities assumed is preliminary and is based on currently available information and certain assumptions that management believes are reasonable. The Company has not yet obtained an independent valuation of the identifiable intangible assets acquired in the transaction, including technology, intellectual property, and other intangible assets.
Certain intellectual property associated with Ignite Proteomics LLC is held under license or other contractual arrangements. Accordingly, Aditxt acquired rights to use such intellectual property pursuant to the terms of the assignment of the applicable license agreements, rather than outright ownership. The Company is evaluating these arrangements as part of the preliminary purchase price allocation to determine the appropriate accounting treatment.
As a result, the pro forma adjustments presented herein reflect the excess of consideration transferred over the book value of the identifiable net tangible assets acquired as goodwill. The Company intends to engage an independent valuation specialist to determine the fair value of identifiable intangible assets acquired and to finalize the purchase price allocation.
Upon completion of the valuation and related analyses, a portion of the amount currently recorded as goodwill may be reclassified to identifiable intangible assets, which may be subject to amortization. The final allocation of purchase consideration could differ materially from the preliminary allocation presented in these unaudited pro forma consolidated financial statements.
No adjustment has been made to reflect amortization of identifiable intangible assets in the pro forma financial statements because the valuation of such assets, including their fair values and estimated useful lives, has not yet been completed. Accordingly, amortization expense that will be recognized in future periods is not reflected herein and could be material.
7
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2024
| 2. | Preliminary Purchase Price Allocation (continued) |
| Notes | Ignite | |||||
| $'000 | ||||||
| Assets acquired | ||||||
| Cash | - | |||||
| Accounts receivable, net | 28 | |||||
| Inventory | 84 | |||||
| Prepaid expenses | 70 | |||||
| Fixed assets, net | 905 | |||||
| Total Assets | 1,087 | |||||
| Liabilities Assumed | - | |||||
| Fair value of identifiable net assets/(liabilities) acquired | 1,087 | |||||
| Goodwill arising on acquisition: | ||||||
| Cash consideration | - | |||||
| Ignite operating liabilities | 808 | |||||
| Series A-2 Preferred stock, $0.001 par value, 36,000 shares authorized, 36,000 and zero shares issued and outstanding, respectively | 36,000 | |||||
| Consideration paid | 36,808 | |||||
| Less: fair value of identifiable net assets/(liabilities) acquired | (1,087 | ) | ||||
| Goodwill arising from transaction | (a) | 35,721 | ||||
| (a) | A preliminary estimate of $35,721 has been allocated to goodwill for the Ignite Transaction. Goodwill is calculated as the excess of the preliminary estimate of the acquisition date fair value of the consideration transferred, over the preliminary estimate of the fair values assigned to the identifiable assets acquired and liabilities assumed. At this time, all amounts related to the Ignite Transaction have been included in goodwill; however, once the purchase price allocation is finalized, some amounts currently included in goodwill will be moved to intangible assets. The preliminary purchase consideration also includes the estimated impact of approximately $808 of Ignite operating liabilities expected to be settled by Aditxt post-closing, which has been reflected as an increase to goodwill. |
8
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2024
| 3. | Pro Forma Adjustments in Connection with the Transactions |
The following notes describe the adjustments reflected in the unaudited pro forma consolidated balance sheet of Aditxt, Inc. as of December 31, 2024, which gives effect to the acquisition of Ignite Proteomics LLC as if the transaction had occurred on January 1, 2024.
The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change as additional information becomes available, and the purchase price allocation is finalized.
(a) Cash
Represents the addition of Ignite Proteomics LLC’s cash balance of approximately $7, which rounds to zero in the pro forma financial statements. No additional cash adjustments were recorded in the pro forma presentation.
(b) Goodwill
Represents the preliminary recognition of goodwill of approximately $35,721 resulting from the acquisition of Ignite Proteomics LLC.
Goodwill represents the excess of the preliminary purchase consideration over the identifiable net tangible assets acquired.
The purchase price allocation is preliminary, as the Company has not yet completed a third-party valuation of identifiable intangible assets acquired in the transaction, including potential technology, intellectual property, or other identifiable intangible assets.
The Company has also evaluated the fair value of other assets acquired and liabilities assumed in the transaction. Based on the preliminary assessment, the carrying values of cash, working capital items, and other tangible assets are considered to approximate their respective fair values due to their short-term nature or the nature of the underlying assets.
Accordingly, no material adjustments have been made to the carrying values of these assets and liabilities in the unaudited pro forma consolidated financial statements.
Upon completion of the valuation and related analyses, a portion of the amount currently recorded as goodwill may be reallocated to identifiable intangible assets, which may be subject to amortization.
Goodwill is not amortized but will be tested for impairment at least annually or when indicators of impairment arise.
This includes the estimated impact of Ignite operating liabilities treated as additional purchase consideration.
9
Aditxt Inc.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
(In thousands of U.S. dollars)
For the twelve months ended December 31, 2024
| 3. | Pro Forma Adjustments in Connection with the Transactions (continued) |
(c) Accounts Payable and Accrued Expenses
Represents the net adjustment to accounts payable and accrued expenses related to the Ignite Transaction, including:
| ● | $449 elimination of Ignite historical accounts payable and accrued liabilities that were settled or otherwise resolved in connection with the transaction. |
| ● | $475 increase to record transaction-related costs incurred by Aditxt in connection with the acquisition. |
These adjustments result in a net increase of $834 to accounts payable and accrued expenses in the pro forma consolidated balance sheet.
The preliminary purchase consideration also includes the estimated impact of $808 of Ignite operating liabilities expected to be settled by Aditxt post-closing. These amounts have been treated as additional purchase consideration and are reflected as an increase to goodwill.
(d) Intercompany Payable to IMAC Holdings
Represents the elimination of $1,745 of intercompany balances between Ignite and IMAC Holdings, Inc., which are not expected to remain outstanding following the acquisition.
These balances were eliminated as part of the consolidation adjustments associated with the Ignite Transaction.
The intercompany balances between Ignite Proteomics LLC and IMAC Holdings, Inc. were settled or otherwise extinguished prior to or in connection with the closing of the transaction. Accordingly, such balances are not reflected as ongoing obligations of the acquired business and have been eliminated in the unaudited pro forma condensed consolidated financial statements.
(e) Series A-2 Preferred Stock Issuance
Represents the issuance of 36,000 shares of Series A-2 Convertible Preferred Stock by Aditxt in connection with the acquisition of Ignite Proteomics LLC.
The preferred stock is recorded at its stated value of $36,000, which represents the preliminary purchase consideration transferred for the acquisition.
(f) Elimination of Ignite Member’s Equity
Represents the elimination of Ignite’s historical member’s deficit of $1,106 as part of the consolidation of Ignite into Aditxt’s financial statements.
Upon acquisition, Ignite’s historical equity balances are eliminated against the purchase consideration transferred.
(g) Transaction Costs
Represents $475 of acquisition-related transaction costs incurred by Aditxt in connection with the Ignite Transaction.
In accordance with ASC 805-10-25-23, acquisition-related costs are expensed as incurred and are not included as consideration transferred in a business combination. These costs are reflected as an increase to general and administrative expenses in the pro forma consolidated statement of earnings.
10