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Aditxt (NASDAQ: ADTX) ups secured convertible notes to $6.25M total

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

Rhea-AI Filing Summary

Aditxt, Inc. expanded its senior secured convertible note financing to an aggregate original principal amount of $6,254,355.17 under an amended note purchase agreement with investors.

The company and its subsidiary Ignite Proteomics LLC issued an additional $769,230.77 in original principal amount of notes for a cash purchase price of $500,000.00, secured by substantially all Ignite assets and a pledge of Aditxt’s equity in Ignite.

The additional notes were sold as unregistered securities under Section 4(a)(2) and Rule 506(b) of Regulation D, and Aditxt had 997,976,543 common shares outstanding as of June 22, 2026.

Positive

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  • None.
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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total note principal after amendment $6,254,355.17 Aggregate original principal amount of senior secured convertible notes
Additional notes principal $769,230.77 Original principal amount of additional notes issued under amendment
Cash purchase price for additional notes $500,000.00 Paid by investors for the additional senior secured convertible notes
Common shares outstanding 997,976,543 shares Aditxt common stock issued and outstanding as of June 22, 2026
Securities law exemption Section 4(a)(2) and Rule 506(b) Exemptions used for unregistered sale of additional notes
senior secured convertible notes financial
"aggregate original principal amount of the newly issued series of senior secured convertible notes (the “Notes”)"
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
Security and Pledge Agreement financial
"pursuant to that certain Security and Pledge Agreement (the “Security Agreement”)"
Pledge Agreement financial
"pursuant to that certain Pledge Agreement (the “Pledge Agreement”) by and between the Company and the Collateral Agent"
Regulation D regulatory
"pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (“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 financial
"Each Investor represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D"
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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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): June 22, 2026

 

ADITXT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

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

 

2569 Wyandotte Street, Suite 101

Mountain View, California 94043

(Address of principal executive offices, including zip code)

 

(650) 870-1200

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☐

 

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

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 22, 2026, Aditxt, Inc. (the “Company”) entered into Amendment No.1 to Note Purchase Agreement (the “Amendment”) by and among the Company, Ignite Proteomics LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary (“Ignite”), and the investors named therein (the “Investors”), pursuant to which the previously announced Note Purchase Agreement dated June 3, 2026 (the “Purchase Agreement”) was amended to increase the aggregate original principal amount of the newly issued series of senior secured convertible notes (the “Notes”) issuable purchase to the Note Purchase Agreement to $6,254,355.17.

 

Pursuant to the Note Purchase Agreement as amended by the Amendment, the Company and Ignite issued and sold an additional $769,230.77 in original principal amount of Notes (the “Additional Notes”) for a purchase price of $500,000.00. The purchase price for the Additional Notes issued by the Company and Ignite was paid by the Investors in cash.

 

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

  

The foregoing descriptions of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement are qualified in their entirety by reference to the full text of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, forms of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to the Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on June 3, 2026 and each of which is incorporated herein by reference.

 

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

 

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

 

1

 

 

Forward-Looking Statements

 

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

 

Item 3.02. Unregistered Sales of Equity Securities.

 

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

 

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

 

Item 7.01. Regulation FD Disclosure

 

On June 22, 2026, there were 997,976,543 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Form of Amendment No. 1 to Note Purchase Agreement, dated June 22, 2026, by and among the Company, Ignite and the Investors.
10.2   Form of Note Purchase Agreement, dated as of June 3, 2026, by and among the Company, Ignite and the Investors incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 9, 2026.
10.3   Form of Senior Secured Promissory Note incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 9, 2026
10.4   Form of Security Agreement, dated as of June 3, 2026, by and between Ignite and the Collateral Agent incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on June 9, 2026
10.5   Form of Pledge Agreement, dated as of June 3, 2026, by and between the Company and the Collateral Agent incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on June 9, 2026
104   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: June 23, 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

FAQ

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

Aditxt increased its senior secured convertible note financing to an aggregate original principal amount of $6,254,355.17. This resulted from amending its June 3, 2026 note purchase agreement and issuing additional secured convertible notes to existing investors for new cash proceeds.

How much additional senior secured convertible note principal did Aditxt issue?

Aditxt issued an additional $769,230.77 in original principal amount of senior secured convertible notes. Investors paid a cash purchase price of $500,000.00 for these notes, expanding the total principal outstanding under the amended note purchase agreement dated June 22, 2026.

What collateral secures Aditxt’s new and existing senior secured convertible notes?

The notes are secured by a security interest in certain assets of Ignite Proteomics LLC and its subsidiaries. These assets include substantially all of Ignite’s assets and are supported by a pledge of all equity Aditxt holds in Ignite under a separate pledge agreement.

Were Aditxt’s additional notes registered with the SEC?

The additional notes were issued as unregistered securities relying on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D. Investors represented accredited investor status and investment intent, supporting the company’s reliance on private placement registration exemptions under the Securities Act of 1933.

How many Aditxt (ADTX) common shares were outstanding on June 22, 2026?

Aditxt reported 997,976,543 shares of common stock outstanding on June 22, 2026. This figure reflects the company’s issued and outstanding common shares and provides context for its capital structure alongside the outstanding senior secured convertible notes financing.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents