STOCK TITAN
  1. Home
  2. Sec-filings
  3. ADTX
  4. [8-K] Aditxt, Inc. Reports Material Event

Aditxt (NASDAQ: ADTX) issues secured convertible notes and pledges Ignite equity

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

Rhea-AI Filing Summary

Aditxt, Inc. entered into a new financing arrangement by signing a Note Purchase Agreement with investors and its wholly owned subsidiary, Ignite Proteomics LLC. The parties issued senior secured convertible notes with an aggregate original principal amount tied to $725,000 in cash proceeds plus the outstanding obligations under prior notes, subject to a 35% original issue discount.

Earlier notes with original principal amounts of $3,194,444.44 and $1,250,000 were consolidated into this new series. To secure the notes, Ignite granted a security interest over substantially all of its assets, and Aditxt pledged its equity in Ignite. The notes were sold in a private placement to accredited investors under Section 4(a)(2) and Rule 506(b) of Regulation D.

Positive

  • None.

Negative

  • None.

Insights

Aditxt refinances prior notes into secured convertible debt with added cash but higher collateralization.

Aditxt and its subsidiary Ignite Proteomics issued senior secured convertible notes, combining $725,000 of new cash proceeds with the consolidation of earlier notes totaling over $4.4M in original principal. The new notes carry a 35% original issue discount, indicating investors funded less than the face value.

The structure is heavily secured: Ignite granted a lien over substantially all of its assets, and Aditxt pledged its equity interest in Ignite. This strengthens investor protection but places more of the group’s assets behind secured debt. The notes were placed privately with accredited investors under Regulation D, so detailed pricing and conversion terms appear in the attached exhibits rather than here.

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.
New cash proceeds $725,000 Cash component of senior secured convertible notes
Original issue discount on new notes 35% Discount applied to senior secured convertible notes
Existing March notes principal $3,194,444.44 Original principal of 10% OID notes issued March 11, 2026
Existing April notes principal $1,250,000 Original principal of 25% OID notes issued April 10, 2026
Original issue discount on March notes 10% Discount on Existing March Notes
Original issue discount on April notes 25% Discount on Existing April Notes
Note Purchase Agreement financial
"entered into a Note Purchase Agreement (the “Purchase Agreement”) by and among the Company, Ignite Proteomics LLC"
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 convertible notes financial
"issued and sold to the Investors a new 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
"Ignite entered into a Security and Pledge Agreement (the “Security Agreement”) with the collateral agent"
Pledge Agreement financial
"the Company entered into a 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 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, 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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001726711 0001726711 2026-06-03 2026-06-03 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): June 3, 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 3, 2026, Aditxt, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) 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 Company and Ignite issued and sold to the Investors a new series of senior secured convertible notes (the “Notes”), as joint and several co-borrowers, with an aggregate original principal amount equal to approximately the sum of $725,000 in cash proceeds plus the sum of the outstanding obligations under the Existing Notes (as defined below), subject to a 35% original issue discount, as provided in the Notes. The purchase price paid by the Investors for the Notes was comprised in part of a combination of cash and the cancellation of the Existing Notes.

 

As previously announced by the Company, (i) pursuant to that certain Note Purchase Agreement, dated as of March 11, 2026, by and among the Company and the buyers party thereto, the Company` issued to certain of such buyers certain 10% original issue discount promissory notes in an aggregate original principal amount of $3,194,444.44 (collectively, the “Existing March Notes”) and (ii) on April 10, 2026, the Company issued to certain of such buyers certain 25% original issue discount promissory notes in an aggregate original principal amount of $1,250,000 (collectively, the “Existing April Notes”, and together with the Existing March Notes, the “Existing Notes”). In connection with the Purchase Agreement, the Existing Notes were consolidated into the Notes.

 

Additionally, on June 3, 2026, pursuant to and in connection with the Purchase Agreement, Ignite entered into a Security and Pledge Agreement (the “Security Agreement”) with the collateral agent named therein (the “Collateral Agent”), pursuant to which the Ignite granted to the Collateral Agent, for the ratable benefit of the Investors, 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.

 

Additionally, on June 3, 2026, pursuant to and in connection with the Purchase Agreement, the Company entered into a Pledge Agreement (the “Pledge Agreement”) by and between the Company and the Collateral Agent, pursuant to which the Company pledged as collateral the equity held by the Company in Ignite.

  

The foregoing descriptions of 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 Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, forms of which are attached hereto as Exhibit 10.1, Exhibit 10.2,Exhibit 10.3, and 10.4 respectively, and each of which is incorporated herein by reference.

 

The Purchase Agreement, 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 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 Notes by the Company to the Investors under the Purchase Agreement 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 Note Purchase Agreement, dated as of June 3, 2026, by and among the Company, Ignite and the Investors
10.2   Form of Senior Secured Promissory Note
10.3   Form of Security Agreement, dated as of June 3, 2026, by and between Ignite and the Collateral Agent
10.4   Form of Pledge Agreement, dated as of June 3, 2026, by and between the Company and the Collateral Agent
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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 9, 2026  
     
By: /s/ Jeffrey M. Busch  
Name:  Jeffrey M. Busch  
Title: Chief Executive Officer  

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

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

Aditxt entered a Note Purchase Agreement to issue senior secured convertible notes. The notes combine $725,000 in new cash proceeds with consolidation of existing notes, all subject to a 35% original issue discount, providing liquidity while restructuring prior debt obligations.

How were Aditxt’s existing notes treated under the new agreement?

Earlier March and April notes were consolidated into the new series. Existing March notes had original principal of $3,194,444.44 and April notes $1,250,000. These prior obligations were rolled into the new senior secured convertible notes alongside the cash component.

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

The notes are secured by Ignite’s assets and Aditxt’s equity in Ignite. Ignite granted a security interest over substantially all of its assets under a Security Agreement, and Aditxt pledged its equity in Ignite under a Pledge Agreement in favor of the investors’ collateral agent.

How much new cash did Aditxt receive from the convertible notes?

The financing includes approximately $725,000 in cash proceeds. The aggregate original principal amount of the notes equals this cash plus the outstanding obligations under existing notes, all issued with a 35% original issue discount as described in the agreement.

Were Aditxt’s new notes registered with the SEC or privately placed?

The notes were sold in a private placement exempt from registration. Aditxt relied on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, selling only to accredited investors who represented they were acquiring the securities for investment purposes.

What original issue discounts applied to Aditxt’s prior notes?

The earlier notes carried 10% and 25% original issue discounts. March notes had a 10% discount with original principal of $3,194,444.44, and April notes had a 25% discount with original principal of $1,250,000, both now consolidated into the new series.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

Other Documents