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Aditxt (NASDAQ: ADTX) revises note deal, issues more secured notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aditxt, Inc. entered into Amendment No. 2 to its Note Purchase Agreement on July 16, 2026, with its wholly owned subsidiary Ignite Proteomics LLC and the investors. The amendment admits a new investor, cancels one previously issued senior secured note and provides for the issuance of two Additional Notes.

The cancelled note's original principal equals the aggregate original principal of the two Additional Notes, so the total original principal of senior secured notes under the agreement does not change. These notes are secured by substantially all assets of Ignite under a Security Agreement and by a pledge of all Ignite equity held by Aditxt. The Additional Notes were sold in an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, with each investor representing accredited status and investment intent.

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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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Amendment No. 2 date July 16, 2026 Date Aditxt entered into Amendment No. 2 to the Note Purchase Agreement
Original Note Purchase Agreement date June 3, 2026 Date of the initial Note Purchase Agreement among Aditxt, Ignite and the investors
Amendment No. 1 date June 22, 2026 Date of the first amendment to the Note Purchase Agreement
Commission File Number 001-39336 SEC commission file number for Aditxt
IRS Employer Identification No. 82-3204328 IRS Employer Identification Number for Aditxt
Note Purchase Agreement financial
"entered into Amendment No. 2 to Note Purchase Agreement"
A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.
Senior Secured Promissory Note financial
"Form of Senior Secured Promissory Note incorporated by reference"
A senior secured promissory note is a written IOU in which a borrower promises to repay a loan and gives lenders first claim on specific assets if the borrower can't pay. Being "senior" means this debt gets paid before other unsecured obligations, and "secured" means assets back the loan, reducing potential losses for lenders. For investors, that priority and collateral typically make these notes safer and often carry lower interest than unsecured debt—think of being first in line with a pledge on the borrower's car.
Security Agreement financial
"secured by a valid, perfected and enforceable security interest under a Security Agreement"
A security agreement is a legal contract in which a borrower promises specific assets as collateral to a lender until a debt is repaid. Think of it like leaving your car keys with a mechanic while they fix the car — the lender can take or sell the pledged assets if the borrower defaults. For investors, these agreements reveal which company assets are tied up, who gets paid first in trouble, and how risky other creditors’ claims may be.
Pledge Agreement financial
"further secured by a pledge of all equity in Ignite under a Pledge Agreement"
Regulation D regulatory
"exempt from registration pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
accredited investor regulatory
"Each Investor represented that it is an accredited investor under Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

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FAQ

What change did Aditxt (ADTX) make to its Note Purchase Agreement on July 16, 2026?
Aditxt executed Amendment No. 2 on July 16, 2026, which allows a new investor to join, cancels one previously issued senior secured note, and provides for two Additional Notes without changing the total original principal of notes under the agreement.

Did Aditxt (ADTX) increase its total senior secured note principal in Amendment No. 2?
No. The cancelled note’s original principal equals the aggregate original principal of the two Additional Notes, so the amendment did not increase or decrease the aggregate original principal amount of senior secured notes issued or issuable under the Note Purchase Agreement.

How are Aditxt’s (ADTX) Additional Notes secured after the July 16, 2026 amendment?
The Additional Notes, together with previously issued notes, are secured by a valid, perfected and enforceable security interest in substantially all assets of Ignite and its subsidiaries and by a pledge of all Ignite equity held by Aditxt.

Under which Securities Act exemptions did Aditxt (ADTX) sell the Additional Notes?
The offer and sale of the Additional Notes relied on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, based in part on investor representations regarding their status and the private nature of the transaction.

What investor qualifications apply to the Additional Notes issued by Aditxt (ADTX)?
Each investor represented that it is an accredited investor under Rule 501(a) of Regulation D and that it acquired the securities for investment purposes, not with a view to public resale, except in registered or exempt transactions.

Which entities are parties to Aditxt’s amended Note Purchase Agreement?
Parties include Aditxt, Inc., its wholly owned subsidiary Ignite Proteomics LLC, and the investors named in the agreement, with a separate Collateral Agent party to the related Security Agreement and Pledge Agreement securing the notes.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 16, 2026

 

ADITXT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-39336   82-3204328
(Commission File Number)   (I.R.S. Employer Identification No.)

 

2569 Wyandotte Street, Suite 101

Mountain View, California 94043

(Address of principal executive offices, including zip code)

 

(650) 870-1200

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

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

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 16, 2026, Aditxt, Inc. (the “Company”) entered into Amendment No.2 to Note Purchase Agreement (the “Amendment”) by and among the Company, Ignite Proteomics LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary (“Ignite”), and the investors named therein (the “Investors”), pursuant to which the previously announced Note Purchase Agreement, dated June 3, 2026, as amended on June 22, 2026 by the previously announced Amendment No.1 to Note Purchase Agreement (as amended, the “Purchase Agreement”), was amended to (i) allow a new party to join the Purchase Agreement as an Investor; (ii) cancel a Note (defined below) (the “Cancelled Note”) previously issued pursuant to the Note Purchase Agreement, and (iii) issue two additional Notes pursuant to the Purchase Agreement (the “Additional Notes”). The original principal amount of the Cancelled Note is equal to the aggregate original principal amount of the Additional Notes, and the Amendment did not result in an increase or decrease to the aggregate original principal amount of the senior secured notes (the “Notes”) issued or issuable pursuant to the Note Purchase Agreement.

 

The Additional Notes, together with the previously issued Notes, will be secured by a valid, perfected and enforceable security interest in certain assets of the Ignite and its subsidiaries, which assets include substantially all of the assets of Ignite pursuant to that certain Security and Pledge Agreement (the “Security Agreement”) by and among the Company, Ignite and the collateral agent named therein (the “Collateral Agent”). The Additional Notes, together with the previously issued Notes, will be further secured by a pledged by the Company of all of the equity held by the Company in Ignite pursuant to that certain Pledge Agreement (the “Pledge Agreement”) by and between the Company and the Collateral Agent.

 

The foregoing descriptions of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement are qualified in their entirety by reference to the full text of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, forms of which are attached hereto or incorporated herein by reference as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, and Exhibit 10.6, respectively.

 

The Purchase Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement contain customary representations and warranties, covenants and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of such agreements and in the context of the specific relationship between the parties thereto. The provisions of the Purchase Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement, including any representations and warranties contained therein, are not for the benefit of any party other than the parties thereto and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in our annual, quarterly and current reports we file with the SEC.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

Forward-Looking Statements

 

Certain statements and assumptions in this Current Report contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current Report include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation, the completion of any sales under the Purchase Agreement or proceeds received under the Purchase Agreement, if any. Other risk factors are more fully discussed in the Company’s filings with the SEC.

 

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Item 3.02. Unregistered Sales of Equity Securities.

 

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

 

Based in part upon the representations of the Investors in the Purchase Agreement, the offer and sale of the Additional Notes by the Company to the Investors under the Purchase Agreement as amended by the Amendment is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act. Each Investor represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D, and that it is acquiring the shares for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Form of Amendment No. 2 to Note Purchase Agreement.
10.2   Form of Note Purchase Agreement, dated as of June 3, 2026, by and among the Company, Ignite and the Investors incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 9, 2026.
10.3   Form of Amendment No. 1 to Note Purchase Agreement, dated June 22, 2026, by and among the Company, Ignite and the Investors. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 23, 2026.
10.4   Form of Senior Secured Promissory Note incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 9, 2026
10.5   Form of Security Agreement, dated as of June 3, 2026, by and between Ignite and the Collateral Agent incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on June 9, 2026
10.6   Form of Pledge Agreement, dated as of June 3, 2026, by and between the Company and the Collateral Agent incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on June 9, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

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

 

ADITXT, INC.  
   
Date: July 17, 2026  
     
By: /s/ Jeffrey M. Busch  
Name:  Jeffrey M. Busch  
Title: Interim Chief Executive Officer  

 

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Source: View Original Filing on SEC EDGAR

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