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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 10, 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.
Business Combination Agreement
General Description of the Business
Combination Agreement
On
June 10, 2026, Ignite Proteomics, LLC, a Delaware LLC ( “Ignite”) and a wholly-owned subsidiary of Aditxt, Inc., a
Delaware corporation (the “Corporation”), entered into a Business Combination Agreement (the “Business Combination
Agreement”) with (i) Copley Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after
the Conversion in the State of Delaware (as defined below), “SPAC”), (ii) Ignite Proteomics Holdings, Inc., a Delaware
corporation (“Pubco”), (iii) Ignite Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco
(“SPAC Merger Sub”), (iv) Ignite Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary
of Pubco (“Company Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”, and together
with Pubco and SPAC, the “SPAC Parties”), (v) Chibo Tang, solely in the capacity as the representative from and after
the Effective Time (as defined below) for SPAC shareholders as of immediately prior to the Effective Time and their successors and assigns
(other than the Sellers) in accordance with the terms and conditions of the Business Combination Agreement (the “SPAC Representative”),
and (vi) Jeffrey M. Busch, solely in the capacity as the representative from and after the Effective Time for the Sellers as of immediately
prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of the Business Combination
Agreement (the “Seller Representative”). Capitalized terms used in this Current Report on Form 8-K but not otherwise
defined herein have the meanings given to them in the Business Combination Agreement.
Prior
to the consummation (the “Closing”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”),
SPAC shall transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become
a Delaware corporation. At the Closing, (i) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity
(the “SPAC Merger”) and as a result of which each issued and outstanding security of SPAC immediately prior to the
effective time of the SPAC Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security
holders of SPAC shall receive substantially equivalent securities of Pubco and (ii) Company Merger Sub will merge with and into Ignite,
with Ignite continuing as the surviving entity (the “Company Merger”, and together with the SPAC Merger, the “Mergers”),
and as a result of which each issued and outstanding security of Ignite immediately prior to the effective time of the Company Merger
shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of Ignite shall receive
shares of common stock of Pubco and (iii) as a result of which Mergers, SPAC and Ignite will become wholly-owned subsidiaries of Pubco
and Pubco will become a publicly traded company. As used herein, “Effective Time” means 5:00 P.M. on the date
of the Closing (or such other date and/or time as may be agreed in writing by Ignite and SPAC), at which time each of the Mergers shall
be consummated simultaneously by the filing of appropriate certificates of merger with the Secretary of State of the State of Delaware.
Consideration
The aggregate consideration to be paid to holders of the Company Interests
as of the Effective Time (collectively, the “Sellers”) pursuant to the Company
Merger shall consist of a number of newly issued shares of Pubco Common Stock equal to One Hundred and Fifty Million U.S. Dollars ($150,000,000)
divided by Ten U.S. Dollars ($10.00) (the “Merger Consideration”). At the
Effective Time, the Company Interests (excluding the Excluded Interests, if any), issued and outstanding as of immediately prior to the
Effective Time shall be automatically canceled and extinguished and converted into the right for the respective Sellers to receive their
respective Percentage Merger Consideration in the form of Pubco Common Stock; provided, however, that Ignite may elect, in its sole discretion,
prior to the Effective Time to receive in lieu of all or any number of shares of Pubco Common Stock issuable as Merger Consideration to
Sellers the same number of Pubco Common Stock Equivalents. Pubco will also pay Copley Acquisition Sponsors Limited, $4,000,000 U.S. Dollars.
Representations
and Warranties
The Business Combination
Agreement contains representations and warranties reasonably customary for similar transactions, made by the parties as of the date of
the Business Combination Agreement or other specified dates, solely for the benefit of certain of the parties to the Business Combination
Agreement, and in certain cases are subject to specified exceptions and qualifications, such as materiality, the absence of a Material
Adverse Effect (as defined below), knowledge and other exceptions and qualifications contained in the Business Combination Agreement or
in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. As used in the Business Combination
Agreement, “Material Adverse Effect” means, with respect to any specified person or entity, any fact, event,
occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse
effect upon the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person or
entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to
consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents to which it is a party or bound
or to perform its obligations thereunder, in each case subject to certain customary exceptions.
No Survival
The representations and
warranties of the parties contained in the Business Combination Agreement will not survive the closing of the Transactions and there are
no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination
Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements
will survive until fully performed.
Covenants
Each party to the Business Combination Agreement has agreed to use
commercially reasonable efforts to consummate the Transactions. The Business Combination Agreement also contains certain customary covenants
by each of the parties that apply during the period between the signing of the Business Combination Agreement and the earlier of the Closing
or the termination of the Business Combination Agreement (the “Interim Period”),
including (i) the provision of access to the applicable party’s properties, books and personnel; (ii) the operation of the parties’
respective businesses in the ordinary course of business; (iii) SPAC’s public filings; (iv) no insider trading; (v) notifications
to the other parties of certain breaches, consent requirements and other matters; (vi) obtaining third party and regulatory approvals;
(vii) tax matters; (viii) further assurances; (ix) public announcements; (x) confidentiality; and other covenants. The Business Combination
Agreement also contains certain customary post-Closing covenants, including in regard to (1) tax matters; (2) the maintenance of books
and records; (3) the indemnification of directors and officers; (4) the use of proceeds from SPAC’s trust account; and other covenants.
Additionally:
Each of SPAC and Ignite will not solicit or enter into a competing
alternative transaction, in accordance with customary terms and provisions set forth in the Business Combination Agreement.
SPAC will not change, withdraw, withhold, qualify or modify its recommendation
to its shareholders for approval of the Business Combination Agreement and the Transactions (a “Change
in Recommendation”); provided, however, that if at any time prior to (but not after) obtaining the approval of the SPAC shareholders,
the SPAC board determines in good faith, in response to an “Intervening Event”
(including any material event, fact, development, circumstance or occurrence following the date of the Business Combination that was not
reasonably foreseeable to, or the consequences or magnitude of which were reasonably foreseeable to, the board of SPAC, except for changes
relating to the Transactions, changes in the price or trading volume of Class A ordinary shares, par value $0.0001 per share, of SPAC
(“SPAC Class A Ordinary Shares”), certain changes specified in the definition
of Material Adverse Effect and certain other changes) after consultation with its outside legal counsel, that the failure to make a Change
in Recommendation would be a breach of its fiduciary duties under applicable law, then the board may make a Change in Recommendation,
provided that SPAC delivers, pursuant to procedures set forth in the Business Combination Agreement, written notice advising Ignite that
the SPAC board proposes to take such action and containing the material facts underlying the board’s determination. If requested
by Ignite, SPAC will use its reasonable best efforts to engage in good faith negotiations with Ignite to make adjustments in the terms
and conditions of the Business Combination Agreement that obviate the need for a Change in Recommendation.
SPAC, Ignite and Pubco will, as promptly as practicable after the date
of the Business Combination Agreement, prepare and file with the U.S. Securities and Exchange Commission (the “SEC”),
a registration statement on Form S-4 (as amended, the “Registration Statement”) in connection with the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Pubco Common Stock to be issued pursuant
to the Transactions, and containing a proxy statement/prospectus for the solicitation of proxies from SPAC shareholders to approve the
Business Combination Agreement, the Transactions and related matters at an extraordinary general meeting of SPAC’s shareholders,
and providing SPAC’s public shareholders with an opportunity to request redemption of their public shares in connection with the
Transactions, as required by SPAC’s amended and restated memorandum and articles of association and SPAC’s initial public
offering prospectus (the “Redemption”).
Ignite will call a meeting
of its members in order to obtain the requisite vote of its members to approve the Business Combination Agreement and each of the ancillary
documents to which Ignite is or is required to be a party or bound and the consummation of the transactions contemplated thereby (the
“Ignite Member Approval”) and use its reasonable best efforts to solicit proxies from its members prior to such meeting
and to take all other actions necessary or advisable to secure the Ignite Member Approval, including enforcing the Seller Support Agreement
(as described below). At the request of SPAC, Ignite shall make the members of its management reasonably available to participate in management
presentations, “road shows,” rating agency presentations, meetings with financing sources and similar events in connection
with obtaining the approval of SPAC shareholders, any “share recycling” efforts by SPAC and the obtaining of any debt or equity
financing, ratings or governmental or other third-party approvals.
The parties shall take all action necessary so that, effective at the
Closing, the post-Closing board of directors of Pubco will consist of seven (7) individuals, one (1) of whom will be Ignite’s Chief
Executive Officer, and at least four (4) of whom shall be independent directors in accordance with the requirements of The New York Stock
Exchange (“NYSE”). The parties shall also take all action necessary so that
the individuals serving as the chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing
will be the same individuals (in the same office) as that of Ignite immediately prior to the Closing (unless, at its sole discretion,
Ignite desires to appoint another qualified person to either such role, in which case, such other person(s) identified by Ignite shall
serve in such role or roles).
During the Interim Period,
(i) SPAC shall use its best efforts to obtain up to $20,000,000 in Transaction Financing, and (ii) Ignite shall use its best efforts to
obtain up to $10,000,000 in Transaction Financing. These financings may be structured as one, or a combination of, common equity,
preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to SPAC’s trust account, a committed
equity facility, debt facility and/or other sources of cash or cash equivalents, in each case, whether such investment is into SPAC, Ignite
or Pubco.
Closing Conditions
Under the Business Combination
Agreement, the obligations of the parties to consummate the Transactions are subject to a number of conditions customary in transactions
undertaken by special purpose acquisition companies, including, among others: (i) the receipt of the approval of SPAC’s shareholders
of the Business Combination Agreement and the transactions contemplated thereby; (ii) the consummation of the Business Combination not
being prohibited by applicable law; (iii) the effectiveness of the Registration Statement; (iv) the shares of Pubco Common Stock and Pubco
Warrants having been approved for listing on NYSE; (v) the adoption of the Pubco incentive plan; and (vi) the consummation of the SPAC’s
conversion from a Cayman Islands exempted company to a Delaware corporation.
Unless waived by Ignite,
the obligations of Ignite, Pubco, SPAC Merger Sub and Company Merger Sub to consummate the Transactions are also subject to the satisfaction
of the following closing conditions, in addition to customary closing certificates and other closing deliveries: (i) the representations
and warranties of SPAC being true and correct, subject where applicable to the materiality standards contained in the Business Combination
Agreement; (ii) compliance by SPAC with its pre-closing covenants, subject where applicable to the materiality standards contained in
the Business Combination Agreement; (iii) certain specified ancillary documents being in full force and effect; and (iv) the sum of cash
proceeds available for release from SPAC’s trust account after giving effect to redemptions, plus net proceeds of any Transaction
Financings conducted by SPAC, equaling or exceeding $15.0 million.
Unless waived by SPAC,
the obligations of SPAC to consummate the Transactions are also subject to the satisfaction of the following closing conditions, in addition
to customary closing certificates and other closing deliveries: (i) the representations and warranties of Ignite, Pubco, SPAC Merger Sub
and Company Merger Sub being true and correct, subject where applicable to the materiality standards contained in the Business Combination
Agreement; (ii) compliance by Ignite, Pubco, SPAC Merger Sub and Company Merger Sub with their respective pre-closing covenants, subject
where applicable to the materiality standards contained in the Business Combination Agreement; (iii) no occurrence of a Material Adverse
Effect with respect to Ignite or Pubco since the date of the Business Combination Agreement; (iv) certain specified ancillary documents,
including employment agreements between Pubco and each of Jeffrey M. Busch, Faith Zaslavsky and Ronald Tam, respectively, being in full
force and effect; (v) the net proceeds of any Transaction Financings conducted by Ignite equaling or exceeding $7.5 million; (vi) all
indebtedness of Ignite having been repaid, forgiven, discharged or otherwise satisfied in full on or prior to the Closing, or arrangements
having been made for such repayment, forgiveness, discharge or satisfaction in form and substance reasonably satisfactory to SPAC; and
(vii) customary intellectual property assignment agreements having been executed by each Ignite employee engaged in the development of
intellectual property for Ignite.
The Business Combination Agreement also requires Ignite to deliver
audited consolidated financial statements for the six months ended December 31, 2024 and the twelve months ended December 31, 2025, audited
by a PCAOB-qualified auditor, no later than ten business days after the date of the Business Combination Agreement. SPAC has a termination
right if Ignite does not deliver such audited financial statements within that timeframe.
Termination
The Business Combination
Agreement contains certain termination rights, including, among others, the following: (i) upon the mutual written consent of SPAC and
Ignite; (ii) by either SPAC or Ignite if the closing conditions pursuant to the Business Combination Agreement have not been satisfied
or waived by September 30, 2026, subject to certain automatic and discretionary extensions; (iii) by SPAC or Ignite if a Governmental
Authority shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions;
(iv) by Ignite for SPAC’s material breach of the Business Combination Agreement, if the breach would result in the failure of the
related condition to Closing and the breach or inaccuracy is incapable of being cured or is not cured in accordance with the terms of
the Business Combination Agreement; (v) by SPAC in connection with a breach of a representation, warranty, covenant or other agreement
by Ignite, Pubco, SPAC Merger Sub, Company Merger Sub or the Seller Representative, if the breach would result in the failure of the related
condition to Closing and the breach or inaccuracy is incapable of being cured or is not cured in accordance with the terms of the Business
Combination Agreement; (vi) by SPAC if there shall have been a Material Adverse Effect on Ignite following the date of the Business Combination
Agreement which is uncured and continuing; (vii) by either SPAC or Ignite if the SPAC shareholder meeting is held and the SPAC shareholder
approval is not received; and (viii) by SPAC if Ignite has not delivered its required audited financial statements to SPAC within 10 days
from the date of the Business Combination Agreement.
If the Business Combination
Agreement is terminated in accordance with the terms of the Business Combination Agreement, all further obligations of the parties under
the Business Combination Agreement (except for certain obligations related to public announcements, confidentiality, the effect of termination,
fees and expenses, the trust fund waiver and customary miscellaneous provisions) will terminate and no party to the Business Combination
Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business
Combination Agreement prior to termination.
Trust Account Waiver
Ignite has agreed that
it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in SPAC’s trust account
held for its public shareholders, and has agreed not to, and has waived any right to, make any claim against the trust account (including
any distributions therefrom).
Governing Law
The Business Combination Agreement is governed by Delaware law. The
parties are subject to the exclusive jurisdiction of federal and state courts located in Wilmington, Delaware (and any appellate courts
thereof).
The foregoing description of the Business Combination Agreement does
not purport to be complete and is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a
copy which is filed hereto as Exhibit 2.1.
Related Agreements
Seller Support
Agreements
Simultaneously with the execution of the Business Combination Agreement,
each Seller entered into a seller support agreement (each, a “Seller Support Agreement”), pursuant to which, among
other things, such Seller has agreed to vote its membership interests in favor of the adoption of the Business Combination Agreement,
the ancillary documents, the approval of the Transactions and any amendments to Ignite’s organizational documents in connection
therewith, subject to certain customary conditions. Each Seller also agreed to take certain
other actions in support of the Business Combination Agreement and the Transactions (and any actions required in furtherance thereof)
and refrain from taking actions that would adversely affect their ability to perform such Seller’s obligations under the Seller
Support Agreement. Each Seller also agreed not to transfer their membership interests in Ignite during the period from and including the
date of the Seller Support Agreement and the first to occur of the date of Closing or the date on which the Seller Support Agreement is
terminated. The foregoing description of the Seller Support Agreement does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Seller SupportAgreement, a copy which is filed hereto as Exhibit 10.1.
Insider Letter
Amendment
Simultaneously with the execution of the Business Combination Agreement,
SPAC, Pubco, Ignite, on the one hand, and Copley Acquisition Sponsors, LLC (the “Sponsor”) and SPAC’s directors
and officers, on the other hand, entered into an amendment (the “Insider Letter Amendment”) to the letter agreement
that was entered into in connection with SPAC’s initial public offering (the “Insider Letter”) to (i) add Pubco
and Ignite as parties to the Insider Letter, (ii) revise the terms of the Insider Letter to reflect the Transactions, including the issuance
of Pubco securities in exchange for SPAC securities, and have Pubco assume and be assigned the rights and obligations of SPAC under the
Insider Letter, and (iii) amend the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up
Agreements described above. The foregoing description of the Inside Letter Amendment does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Inside Letter Amendment, a copy which is filed hereto as Exhibit 10.2.
Side Letter and Guaranty Agreement
Simultaneously with the execution of the Business Combination Agreement,
the Corporation and SPAC entered into a Side Letter and Guaranty Agreement (the “Side Letter”), pursuant to which the Corporation
agreed to guarantee certain obligations of Ignite under the Business Combination Agreement and agreements ancillary thereto, including
(i) the payment of all expenses required to be paid by or on behalf of Ignite pursuant to the Business Combination Agreement; (ii) the
repayment, forgiveness, discharge or other satisfaction in full of all Indebtedness of Ignite as required by Section 7.3(g) of the Business
Combination Agreement; (iii) the performance of all covenants and agreements of Ignite contained in the Business Combination Agreement,
including under Article VI thereof; (iv) any reimbursement or indemnification obligations of Ignite arising under the Business Combination
Agreement; and (v) any other monetary or performance obligations of Ignite arising under the Business Combination Agreement or any ancillary
document to which Ignite is a party. The foregoing description of the Side Letter does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Side Letter, a copy which is filed hereto as Exhibit 10.3.
Lock-Up and Non-Competition Agreements
At or prior to the Effective Time, the Sellers and the directors and
officers of Ignite shall each enter into a Lock-Up Agreement in form and substance reasonably satisfactory to SPAC and Ignite. At or prior
to the Effective Time, SPAC, Pubco and Ignite shall enter into a Non-Competition and Non-Solicitation Agreement in favor of Pubco and
Ignite with Jeffrey M. Busch, in form and substance reasonably satisfactory to SPAC and Ignite (collectively, the “Non-Competition
Agreements”), which will be effective as of Closing and will provide for a restricted period from the Closing until the third anniversary
of the Closing Date.
Additional Information
and Where to Find It
SPAC, Ignite and Pubco
intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 (as may be amended, the “Registration
Statement”), which will include a proxy statement of SPAC and a prospectus in connection with Business Combination, referred
to as a proxy statement/prospectus. The definitive proxy statement and other relevant documents will be mailed to shareholders of SPAC
as of a record date to be established for voting on SPAC’s proposed Business Combination with Ignite. SHAREHOLDERS OF SPAC AND OTHER
INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT AND AMENDMENTS THERETO,
THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPAC’S
SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPAC, IGNITE, PUBCO AND THE BUSINESS COMBINATION.
Forward-Looking Statements
The information in this
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “may,” “will,” “expect,” “continue,” “should,” “would,”
“anticipate,” “believe,” “seek,” “target,” “predict,” “potential,”
“seem,” “future,” “outlook” or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, references with respect to the anticipated benefits and timing of the
completion of the Business Combination; statements about Ignite’s market opportunity and the potential growth of that market; Ignite’s
strategy, outcomes and growth prospects; trends in Ignite’s industry and markets; the competitive environment in which Ignite operates;
the ability for Ignite to raise funds to support its business; the sources and uses of cash of the Business Combination; and the anticipated
capitalization and enterprise value of the Pubco following the consummation of the Business Combination. These statements are based on
various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Ignite’s and
SPAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of Ignite and SPAC.
These forward-looking
statements (including projections) are predictions, and other statements about future events or conditions that are based on current expectations,
estimates and assumptions and, as a result, are subject to risks and uncertainties, including the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts
Ignite’s current plans and operations as a result of the announcement and consummation of the Business Combination; the inability
of the parties to recognize the anticipated benefits of the Business Combination; the ability to maintain the listing of SPAC’s
securities on a national securities exchange; the ability to obtain or maintain the listing of the Pubco’s securities on NYSE following
the Business Combination, including having the requisite number of shareholders; costs related to the Business Combination; changes in
business, market, financial, political and legal conditions; Ignite’s limited operating history, lack of history of operating as
a public company and the rapidly evolving industry in which it operates; Ignite’s use and reporting of business and operational
metrics; uncertainties surrounding Ignite’s business model; Ignite’s expectations regarding future financial performance,
capital requirements and unit economics; Ignite’s competitive landscape; capital market, interest rate and currency exchange risks;
Ignite’s ability to manage growth and expand its operations; Ignite’s dependence on members of its senior management and its
ability to attract and retain qualified personnel; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic
and geopolitical environment; the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely
affect the price of SPAC’s securities; the risk that the Business Combination may not be completed by SPAC’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPAC; the failure to satisfy
the conditions to the consummation of the Business Combination; the outcome of any legal proceedings that may be instituted against Ignite,
SPAC, Pubco or others following announcement of the proposed Business Combination and the transactions contemplated thereby; the risk
that shareholders of SPAC could elect to have their shares redeemed, leaving Pubco with insufficient cash to execute its business plans;
past performance by Ignite management team may not be indicative of the future performance of Pubco after the Business Combination; the
risk that an active market for the securities of Pubco after the Business Combination may not develop; and those risk factors discussed
in documents of the Corporation, SPAC, Ignite and Pubco filed, or to be filed, with the SEC. If any of these risks materialize or the
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There
may be additional risks that neither SPAC nor Ignite presently know or can anticipate or that SPAC and Ignite currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect the Corporation’s, SPAC’s, Ignite’s and Pubco’s expectations, plans or forecasts of future events and
views as of the date of this Current Report on Form 8-K. SPAC, Ignite and Pubco anticipate that subsequent events and developments will
cause the Corporation’s, SPAC’s, Ignite’s and Pubco’s assessments to change. However, while the Corporation, SPAC,
Ignite and Pubco may elect to update these forward-looking statements at some point in the future, the Corporation, SPAC, Ignite and Pubco
specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by the Corporation and
SPAC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and
the Corporation, SPAC, Ignite and Pubco undertake no obligation to update or revise the forward-looking statements, whether as a result
of new information, future events or otherwise.
Participants in the
Solicitation
the Corporation, SPAC,
Ignite and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation
of proxies from SPAC’s shareholders in connection with the Business Combination. A list of the names of such directors and executive
officers, and information regarding their interests in the Business Combination and their ownership of SPAC’s securities are, or
will be, contained in filings with the SEC relating to the Business Combination. Additional information regarding the interests of the
persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with
the Business Combination, including the names and interests of Ignite’s directors and executive officers, will be set forth in the
proxy statement/prospectus included in the Registration Statement for the Business Combination.
No Offer or Solicitation
This Current Report on
Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any
securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended, or an exemption therefrom.
NEITHER THE SEC NOR ANY
STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS
OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the press release (“Press Release”) issued by Aditxt on June 8, 2026, announcing the Business
Combination Agreement described above. The Press Release is intended to be furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1*† |
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Business Combination Agreement, dated as of June 10, 2026, by and among Copley Acquisition Corp., Ignite Proteomics Holdings, Inc., Ignite Merger Sub I Inc., Ignite Merger Sub II LLC, Ignite Proteomics, LLC, Chibo Tang, as SPAC Representative, and Jeffrey M. Busch, as Seller Representative. |
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| 10.1† |
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Form of Seller Support Agreement. |
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| 10.2 |
|
Amendment to Letter Agreement, dated as of June 10, 2026, by and among Copley Acquisition Corp., Copley Acquisition Sponsors, LLC, Ignite Proteomics Holdings, Inc., Ignite Proteomics, LLC, and the other parties signatory thereto. |
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|
|
| 10.3† |
|
Side Letter and Guaranty Agreement, dated June 10, 2026, by and among Aditxt, Inc. and Copley Acquisition Corp. |
| |
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| 99.1 |
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Press Release, dated June 9, 2026. |
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|
| 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: June 10, 2026 |
|
| |
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| By: |
/s/ Jeffrey M. Busch |
|
| Name: |
Jeffrey M. Busch |
|
| Title: |
Interim Chief Executive Officer |
|
Exhibit 99.1
Aditxt Signed Definitive Agreement Valuing
Ignite Proteomics at Approximately $150 Million
Transaction values Ignite Proteomics at approximately
$150 million and is expected to position Ignite as an independent NYSE-listed functional proteomics company, while Aditxt continues as
a separate Nasdaq-listed company
MOUNTAIN VIEW, CA, GOLDEN, CO and HONG KONG
— June 9, 2026 — Aditxt, Inc. (NASDAQ: ADTX) (“Aditxt”), a qualified acquisition corp and Ignite Proteomics,
LLC (“Ignite”, or “Ignite Proteomics”), a functional proteomics company and 100%-owned subsidiary of Aditxt, today
announced that Ignite and strategic counterparty agreed to sign a definitive business combination agreement.
The transaction values Ignite at an implied equity
value of approximately $150 million, subject to the terms and conditions of the business combination agreement. Upon closing, Ignite
is expected to separate from Aditxt and become an independent publicly traded company through a newly formed public holding company expected
to be named Ignite Proteomics , Inc. (“Ignite Holdings, Inc,”, or “Pubco”).
Following closing, the acquisition corp. and Ignite
are expected to become wholly owned subsidiaries of the newly formed public holding company. Pubco’s common stock and public warrants
are expected to be listed on the New York Stock Exchange, subject to approval of the listing application and satisfaction of customary
closing conditions.
For Aditxt, the transaction is expected to unlock
value in its 100%-owned Ignite subsidiary while allowing Aditxt to continue operating as a separate Nasdaq-listed public company, subject
to continued compliance with Nasdaq listing requirements.
Strategic Value Creation for Aditxt
Aditxt acquired Ignite as part of its strategy
to identify, acquire and advance differentiated health innovation platforms. The proposed business combination is intended to provide
Ignite with a dedicated public-company platform, greater visibility and access to growth capital, while highlighting the value of Ignite
within Aditxt’s portfolio.
“Today’s announcement represents an
important milestone for Aditxt and Ignite,” said Jeff Busch, Interim Chief Executive Officer of Aditxt and Chief Executive Officer
of Ignite Proteomics. “Aditxt owns 100% of Ignite, a differentiated precision oncology asset, and this transaction is expected
to unlock that value through a business combination that values Ignite at approximately $150 million. At the same time, Aditxt is expected
to continue as a separate Nasdaq-listed company focused on advancing its broader health innovation strategy.”
Mr. Busch continued, “For Ignite, becoming
an independent public company is expected to provide the focus, visibility and access to capital needed to accelerate commercialization,
expand clinical evidence generation and pursue broader adoption of its functional proteomics platform in oncology.”
Advancing Functional Proteomics in Precision
Oncology
Ignite is developing and commercializing a functional
proteomics platform designed to help physicians better understand the biological activity driving a patient’s tumor. Unlike traditional
approaches that may infer protein activity from genomic information, Ignite’s platform is designed to directly measure protein and
phosphoprotein signaling activity from tumor tissue, providing a functional view of tumor biology that may support more informed therapy
selection.
Ignite’s current commercial focus is in
breast cancer, with a broader development strategy intended to support expansion into additional tumor types and treatment settings over
time. The company believes its platform may be particularly relevant as oncology treatment continues to shift toward increasingly targeted
therapeutic classes, including antibody-drug conjugates, immunotherapies and targeted therapies.
Platform Positioned for Commercial and Clinical
Expansion
Ignite’s growth strategy is expected to
focus on expanding clinical adoption, scaling commercial operations, supporting additional clinical evidence generation and pursuing collaborations
with academic institutions, oncology networks, payors and biopharmaceutical partners.
Net proceeds from the transaction, including cash
remaining in the acquisition corp trust account after redemptions and any additional transaction financing, are expected to support Ignite’s
commercialization initiatives, clinical evidence generation, working capital needs and general corporate purposes.
Transaction Overview
The transaction is expected to result in Ignite
becoming an independent publicly listed company through a business combination with the acquisition corp. Following closing, the acquisition
corp. and Ignite are expected to become wholly owned subsidiaries of a newly formed public holding company.
The transaction values Ignite at an implied equity
value of approximately $150 million, with Ignite equity holders expected to receive newly issued shares of Pubco common stock based
on a $10.00 per share reference price, subject to the terms and conditions of the business combination agreement.
The boards of directors / managers of the applicable
parties have approved the transaction. Closing is subject to customary conditions, including approval by acquisition corp. shareholders,
approval by Ignite equity holders, effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission,
approval for listing of Pubco’s common stock and public warrants on the NYSE, satisfaction of applicable regulatory and third-party
consent requirements, and satisfaction of minimum cash / financing conditions.
Following closing, the combined company is expected
to be led by Ignite’s management team. Pubco’s board of directors is expected to consist of seven directors designated by
Ignite, including a majority of independent directors.
About Ignite Proteomics
Ignite Proteomics is a functional proteomics company
focused on advancing precision oncology through direct measurement of protein expression and pathway activation. The company’s Reverse
Phase Protein Array platform is designed to measure functional protein and phosphoprotein activity from tumor tissue to support therapy-selection
insights across oncology.
Ignite’s current commercial focus is in
breast cancer, with a broader development strategy intended to support future expansion into additional tumor types, therapeutic classes
and data-driven clinical applications.
For more information, visit https://igniteproteomics.com/
About Aditxt, Inc.
Aditxt, Inc. (NASDAQ: ADTX) is a public company
focused on developing and commercializing health innovation platforms. Ignite Proteomics is currently a 100%-owned subsidiary of Aditxt.
Through the proposed business combination, Aditxt
expects to unlock value in Ignite at an implied equity value of approximately $150 million, while Ignite is expected to become
an independent publicly traded company. Aditxt is expected to continue as a separate Nasdaq-listed public company, subject to continued
compliance with Nasdaq listing requirements.
About the Acquisition Corp
The undisclosed acquisition corp is a special
purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Advisors
Ladenburg Thalmann & Co. Inc. is serving as
financial advisor to the newly formed public holding company and Ignite Proteomics, LLC, and Meister Seelig & Schuster PLLC is serving
as legal counsel.
Additional Information and Where to Find It
In connection with the proposed transaction, Pubco
intends to file with the SEC a registration statement on Form S-4, which will include a proxy statement / prospectus of the acquisition
corp. and Pubco. The acquisition corp., Pubco, Aditxt and Ignite urge investors, shareholders and other interested persons to read, when
available, the preliminary and definitive proxy statement / prospectus, as well as other documents filed with the SEC, because these documents
will contain important information about the acquisition corp., Pubco, Aditxt, Ignite and the proposed transaction.
Investors and security holders will be able to
obtain free copies of the proxy statement / prospectus and other documents filed with the SEC by the acquisition corp, Pubco, Aditxt and
Ignite through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
The acquisition corp., Pubco, Aditxt, Ignite and
their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies from the acquisition corp. shareholders in connection with the proposed transaction. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of the acquisition corps shareholders in connection with the proposed
transaction will be set forth in the registration statement / proxy statement / prospectus when filed with the SEC.
No Offer or Solicitation
This press release is for informational purposes
only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote, consent
or approval, in any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
applicable securities laws.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of applicable federal securities laws, including statements regarding the proposed business combination, the anticipated
benefits of the transaction, the expected separation of Ignite from Aditxt, the expected listing of the combined company’s securities
on the NYSE, the implied equity value of Ignite, Aditxt’s expected continued Nasdaq listing, expected use of proceeds, Ignite’s
business strategy, clinical and commercial expansion plans, and the timing and ability of the parties to consummate the transaction.
These forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including
risks related to the parties’ ability to satisfy closing conditions, obtain required shareholder and regulatory approvals, complete
any contemplated financing, satisfy NYSE and Nasdaq listing requirements, satisfy continued Nasdaq listing requirements applicable to
Aditxt, and execute their respective business and commercialization strategies. The parties undertake no obligation to update any forward-looking
statements, except as required by law.
Media Contact:
IR@aditxt.com
