false
0001726711
0001726711
2026-10-09
2026-10-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October
9, 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.
The
information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item
1.02. Termination of a Material Definitive Agreement.
As
previously disclosed, on June 10, 2026, Ignite Proteomics, LLC, a Delaware limited liability company (“Ignite”)
and a wholly-owned subsidiary of Aditxt, Inc. (the “Company”), entered into a Business Combination Agreement
(the “Business Combination Agreement”) with Copley Acquisition Corp, a Cayman Islands exempted company (“Copley”),
Ignite Proteomics Holdings, Inc., a Delaware corporation (“Pubco”), Ignite Merger Sub I Inc., a Delaware corporation
and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), Ignite Merger Sub II LLC, a Delaware limited liability
company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), Jeffrey M. Busch, solely in his capacity
as the Seller Representative, and Chibo Tang, solely in his capacity as the SPAC Representative.
Termination
of Business Combination Agreement
On
October 9, 2026, the parties to the Business Combination Agreement entered into a Mutual Termination Agreement (the “Termination
Agreement”), pursuant to which Copley and Ignite mutually agreed to terminate the Business Combination Agreement pursuant
to Section 8.1(a) thereof, effective immediately.
As
a result of the Termination Agreement, no party has any further rights, remedies, liabilities or obligations under the Business Combination
Agreement, except that Sections 6.14, 6.15, 8.2 and 9.1 and Article X thereof survive. Each Ancillary Document (as defined in the Business
Combination Agreement), including the Seller Support Agreements, the Insider Letter Amendment and the Lock-Up Agreements, automatically
terminated concurrently with the Business Combination Agreement. The Termination Agreement also provides that each party will bear its
own expenses and contains mutual releases of claims relating to the Business Combination Agreement and the transactions contemplated
thereby, other than claims under the Termination Agreement.
The
foregoing description of the Business Combination Agreement and the Termination Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Business Combination Agreement, previously filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2026, and the Termination Agreement, filed as
Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of applicable federal securities laws. These forward-looking
statements include statements regarding the potential effects of the termination of the Business Combination Agreement on the Company
and its business, operations, financial condition and future plans. Forward-looking statements are based on current expectations and
are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements,
including the potential financial, operational and other consequences of the termination of the Business Combination Agreement; costs
and expenses incurred in connection with the terminated transaction; the Company’s ability to pursue alternative strategic transactions
or business opportunities; the Company’s ability to obtain additional financing and maintain sufficient liquidity to fund its operations;
and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement, except
as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Termination
Agreement, dated as of October 9, 2026, by and among Copley Acquisition Corp, Ignite Proteomics, LLC, Ignite Proteomics Holdings,
Inc., Ignite Merger Sub I Inc., Ignite Merger Sub II LLC, and the other parties thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded
within the Inline XBRL document) |
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: October 15, 2026 |
|
| |
|
|
| By: |
/s/ Jeffrey M. Busch |
|
| Name: |
Jeffrey M. Busch |
|
| Title: |
Interim Chief Executive Officer |
|
