Aditxt raises $1.25M via high-yield notes

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Form Type

8-K

Rhea-AI Filing Summary

Aditxt, Inc. entered into a financing deal by issuing and selling senior unsecured promissory notes with an aggregate original principal amount of $1,250,000 to accredited investors for a purchase price of $1,000,000, reflecting a $250,000 original issue discount. The Notes bear 10% annual interest, payable monthly, and are scheduled to mature on September 30, 2026. If Aditxt sells common stock through an at-the-market offering or equity line of credit, all such gross proceeds, net of specified expenses, must be used weekly to redeem the Notes at 120% of the amount redeemed. Upon an event of default, holders can require redemption at 125% of the redeemed amount, and a bankruptcy event triggers immediate payment of 125% of all outstanding principal, interest and late charges, alongside restrictive covenants after maturity.

Insights

Aditxt raises $1M cash through costly, covenant-heavy notes.

Aditxt issued senior unsecured promissory notes with $1,250,000 principal for a purchase price of $1,000,000, embedding a $250,000 original issue discount. The notes carry a 10% annual interest rate and mature on September 30, 2026, indicating relatively expensive, short-term funding.

The structure directs 100% of gross proceeds from any at-the-market or equity line common stock sales, net of specified expenses, to redeem the notes at 120% of the redeemed amount. This links future equity issuance closely to debt repayment, while default or bankruptcy scenarios increase payouts to 125%, raising potential cost if performance deteriorates.

After maturity, the notes add negative covenants limiting additional indebtedness, liens, dividends, restricted payments, asset transfers and early maturity of other debt. These covenants and premium redemption terms may constrain financial flexibility, while the one noteholder’s right to directly withhold equity line and at-the-market proceeds concentrates repayment control.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Notes principal: $1,250,000 Cash proceeds: $1,000,000 Original issue discount: $250,000 +4 more

7 metrics

Notes principal $1,250,000 Aggregate original principal amount of senior unsecured promissory notes

Cash proceeds $1,000,000 Aggregate purchase price received for the notes

Original issue discount $250,000 Difference between principal and purchase price

Interest rate 10% per annum Interest on notes, payable monthly

Maturity date September 30, 2026 Scheduled maturity of the notes

Optional redemption premium 120% Redemption price on amounts redeemed, including equity proceeds redemptions

Default redemption premium 125% Redemption price upon event of default or bankruptcy event

Key Terms

senior unsecured promissory notes, original issue discount, at-the-market offering, equity line of credit, +2 more

6 terms

senior unsecured promissory notes financial

"Aditxt, Inc. issued and sold senior unsecured promissory notes"

original issue discount financial

"reflecting an aggregate original issue discount of $250,000"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

at-the-market offering financial

"if the Company sells shares of Common Stock pursuant to an at-the-market offering"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

equity line of credit financial

"pursuant to an at-the-market offering or equity line of credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

negative covenants financial

"the Notes contain various negative covenants, including restrictions on indebtedness"

event of default financial

"upon an event of default, holders may require the Company to redeem the Notes"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of financing did Aditxt (ADTX) disclose in this 8-K?

Aditxt disclosed a private placement of senior unsecured promissory notes. The company issued notes with $1,250,000 aggregate principal to accredited investors, receiving $1,000,000 in cash and recording a $250,000 original issue discount on the instruments.

How much cash does Aditxt (ADTX) receive from the new notes?

Aditxt receives an aggregate purchase price of $1,000,000 from investors. In return, it issues senior unsecured promissory notes with $1,250,000 principal, resulting in a $250,000 original issue discount embedded in the financing structure.

What are the interest rate and maturity of Aditxt’s new notes?

The notes bear interest at 10% per annum, payable monthly. They mature on September 30, 2026, giving Aditxt a defined short‑term funding horizon before the principal and any remaining obligations must be satisfied or redeemed.

How must Aditxt (ADTX) use proceeds from at-the-market or equity line stock sales?

If Aditxt sells common stock via an at-the-market offering or equity line of credit, 100% of gross proceeds, less specified legal fees and expenses, must be applied weekly to redeem the notes at a 120% redemption price of the outstanding amount being redeemed.

What happens to Aditxt’s notes upon an event of default or bankruptcy event?

Upon an event of default, noteholders may require Aditxt to redeem the notes at 125% of the outstanding amount being redeemed. A bankruptcy event requires immediate payment of 125% of all outstanding principal, accrued and unpaid interest, and accrued and unpaid late charges.

What restrictive covenants are included in Aditxt’s senior notes?

Following maturity and until the notes are redeemed or otherwise satisfied, the notes impose negative covenants. These restrict additional indebtedness, liens, dividends and other restricted payments, asset transfers, and early maturity or acceleration of other indebtedness by Aditxt.

What special right does one Aditxt noteholder have over equity line and ATM proceeds?

The notes grant one specific noteholder the right to withhold applicable equity line and at-the-market proceeds. That holder may directly distribute these proceeds to the noteholders until the senior unsecured promissory notes have been repaid in full by Aditxt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 08:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2026

ADITXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39336

85-3204328

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2569 Wyandotte Street, Suite 101, Mountain View, CA 94043

(Address of principal executive offices, including ZIP code)

(650) 870-1200

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 1.01 Entry Into a Material Definitive Agreement

Private Placement of Senior Unsecured Promissory Notes

On April 10, 2026, Aditxt, Inc. (the “Company”) issued and sold senior unsecured promissory notes (each, a “Note,” and collectively, the “Notes”) to accredited investors in the aggregate original principal amount of $1,250,000 for an aggregate purchase price of $1,000,000, reflecting an aggregate original issue discount of $250,000. The Notes bear interest at a rate of 10% per annum, payable monthly, and mature on September 30, 2026. Pursuant to the Notes, if the Company sells shares of Common Stock pursuant to an at-the-market offering or equity line of credit, 100% of the aggregate gross proceeds from such sales, less reasonable and documented legal fees and expenses, must be applied on a weekly basis to redeem the Notes at a redemption price equal to 120% of the outstanding amount redeemed. The Notes also permit the Company to redeem all, but not less than all, of the outstanding amount of the Notes at 120% of the outstanding amount redeemed, subject to the terms of the Notes. In addition, upon an event of default, holders may require the Company to redeem the Notes at 125% of the outstanding amount being redeemed, and upon a bankruptcy event of default, the Company must immediately pay an amount equal to 125% of all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges. The Notes also grant one specific noteholder the right to withhold applicable equity line and at-the-market proceeds for direct distribution to the holders until the Notes are repaid in full. Following the maturity date and until the Notes have been redeemed or otherwise satisfied, the Notes contain various negative covenants, including restrictions on indebtedness, liens, dividends and other restricted payments, asset transfers and the early maturity or acceleration of other indebtedness.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of Note filed as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in "Item 1.01 Entry Into a Material Definitive Agreement" relating to the issuance of the Notes is incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Form of Note (April 2026)
104		Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURE

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

Dated: April 14, 2026

	Aditxt, Inc.

	By:	/s/ Amro Albanna
	Name:	Amro Albanna
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 FORM OF NOTE (APRIL 2026) 166.0 KB

Aditxt raises $1.25M via high-yield notes

Rhea-AI Filing Summary