Adaptin Bio (APTN) updates 2025 10-K to add auditor consent

Rhea-AI Filing Summary

Adaptin Bio, Inc. filed an Amendment No. 1 to its annual report for the year ended December 31, 2025. The update is narrow and revises Item 15(b) and Exhibit 23.1 to provide an updated consent from WithumSmith+Brown, PC, its independent registered public accounting firm, to reference a company registration statement that was previously omitted.

The company states that no other financial or non-financial information from the original annual report has been changed and that the amendment does not reflect events occurring after the original filing. As of June 11, 2026, Adaptin Bio had 8,903,229 shares of common stock outstanding, and its non‑affiliate equity market value was approximately $9.3 million as of June 30, 2025.

Key Figures

Public float value: $9.3 million Shares outstanding: 8,903,229 shares Commission file number: 000-56583 +1 more

4 metrics

Public float value $9.3 million Approximate market value of common equity held by non-affiliates as of June 30, 2025

Shares outstanding 8,903,229 shares Common stock issued and outstanding as of June 11, 2026

Commission file number 000-56583 SEC file number for Adaptin Bio under the Exchange Act

Form type Form 10-K/A (Amendment No. 1) Amendment to annual report for year ended December 31, 2025

Key Terms

Code of Ethics and Business Conduct, Insider Trading Policy, Registration Rights Agreement, Interactive data file, +2 more

6 terms

Code of Ethics and Business Conduct financial

"14.1 | | Code of Ethics and Business Conduct | | 8-K"

A code of ethics and business conduct is a company’s written rulebook that explains the expected behavior of its leaders and employees, covering honesty, conflicts of interest, legal compliance and fair treatment. For investors it matters because a strong, enforced code helps reduce the risk of fraud, legal fines and reputational damage—much like house rules that keep a shared home orderly and predictable, protecting the value of the investment.

Insider Trading Policy financial

"19.1 | | Insider Trading Policy | | 10-K"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

Registration Rights Agreement financial

"10.8 | | Form of Registration Rights Agreement, by and between the Company and the parties thereto"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Interactive data file technical

"101 | | Interactive data file set for the financial statements and accompanying notes"

Inline XBRL technical

"Interactive data file set for the financial statements ... (formatted as Inline XBRL)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Equity Incentive Plan financial

"10.9+ | | 2025 Equity Incentive Plan and form of award agreements"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025 

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 000-56583 

ADAPTIN BIO, INC. 

(Exact name of registrant as specified in its charter)

Delaware		88-1566415
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3540 Toringdon Way, Suite 200, #250 Charlotte, North Carolina		28277
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888)-609-1498 

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Common Stock, $0.0001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ 

The aggregate market value (approximate) of the registrant’s common equity held by non-affiliates based on the most recent sales price of a share of the registrant’s common share on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was $9.3 million.

As of June 11, 2026, 8,903,229 shares of common stock, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference

Not applicable.

EXPLANATORY NOTE

On April 1, 2026, Adaptin Bio, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original Form 10-K”).

This Amendment No. 1 to Form 10-K (the “Form 10-K/A”) of the Company is being filed solely to amend Item 15(b) and Exhibit 23.1 to include an updated consent of WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, to include references to a registration statement of the Company which was inadvertently omitted from the original consent filed.

This Form 10-K/A should be read in conjunction with the Original Form 10-K and includes only the portions of the Original Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, this Form 10-K/A does not change any of the financial or other information set forth in the Original Form 10-K or the exhibits thereto. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing of the Original Form 10-K.

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

(b) Exhibits

The following list of exhibits includes exhibits submitted with this Form 10-K/A as filed with the SEC and others incorporated by reference to other filings.

Exhibit									Incorporated by Reference (Unless Otherwise Indicated)
Number		Description		Form		File		Exhibit		Filing Date
3.1		Certificate of Merger relating to the merger of Adaptin Acquisition Co. with and into Adaptin Bio, Inc., filed with the Secretary of State of the State of Delaware on February 11, 2025		8-K		000-56583		3.1		February 18, 2025
3.2		Amended and Restated Certificate of Incorporation of Unite Acquisition 1 Corp., as filed with the Secretary of State of the State of Delaware on February 11, 2025		8-K		000-56583		3.2		February 18, 2025
3.3		Amended and Restated Bylaws		8-K		000-56583		3.3		February 18, 2025
4.1		Description of Securities		10-K		000-56583		4.1		April 15, 2025
4.2		Form of Pre-Merger Warrant issued to holders of 2023 Bridge Notes		8-K		000-56583		4.1		February 18, 2025
4.3		Form of Pre-Merger Warrant issued in connection with Exchange Notes		8-K		000-56583		4.2		February 18, 2025
4.4		Form of Placement Agent Warrant		8-K		000-56583		4.3		February 18, 2025
4.5		Form of Common A Warrant		8-K		000-56583		4.4		February 18, 2025
4.6		Form of Common B Warrant		8-K		000-56583		4.5		February 18, 2025
10.1*		Patent License Agreement by and between Centaur Bio and Duke University, effective as of January 11, 2023		8-K		000-56583		10.1		February 18, 2025
10.2*		First Amendment to License Agreement by and between Centaur Bio and Duke University, effective as of August 9, 2024		8-K		000-56583		10.2		February 18, 2025
10.3*		Sponsored Research Agreement by and between Centaur Bio and Duke University, effective as of August 8, 2024		8-K		000-56583		10.3		February 18, 2025
10.4+		Advisory Services Agreement, dated as of February 11, 2025, by and between the Company and Lucius Partners LLC		8-K		000-56583		10.4		February 18, 2025
10.5		Form of Lock-Up Agreement		8-K		000-56583		10.5		February 18, 2025
10.6		Form of Indemnity Agreement		8-K		000-56583		10.6		February 18, 2025
10.7		Form of Subscription Agreement by and among the Company and the parties thereto		8-K		000-56583		10.7		February 18, 2025
10.8		Form of Registration Rights Agreement, by and between the Company and the parties thereto		8-K		000-56583		10.8		February 18, 2025
10.9+		2025 Equity Incentive Plan and form of award agreements		8-K		000-56583		10.9		February 18, 2025
10.10+		Executive Employment Agreement by and between the Company and Simon C. Pedder, dated February 11, 2025		8-K		000-56583		10.10		February 18, 2025
10.11+		Executive Employment Agreement by and between the Company and Michael J. Roberts, dated February 11, 2025		8-K		000-56583		10.11		February 18, 2025
10.12+		Executive Employment Agreement by and between the Company and Timothy L. Maness, dated February 11, 2025		8-K		000-56583		10.12		February 18, 2025
10.12.1+		First Amendment to Executive Employment Agreement, by and between Adaptin Bio, Inc. and Timothy L. Maness, dated October 3, 2025.		8-K		000-56583		10.1		October 6, 2025
10.13+		Executive Employment Agreement by and between the Company and L. Arthur Hewitt, dated February 11, 2025		8-K		000-56583		10.13		February 18, 2025

1

10.13.1+		First Amendment to Executive Employment Agreement, by and between Adaptin Bio, Inc. and L. Arthur Hewitt, dated October 3, 2025.		8-K		000-56583		10.2		October 6, 2025
10.14		Form of Subscription Agreement by and among the Company and the parties thereto, dated December 22, 2025.		10-K		000-56583		10.14		April 1, 2026
10.15		Form of Registration Rights Agreement by and among the Company and the parties thereto, dated December 22, 2025.		10-K		000-56583		10.15		April 1, 2026
14.1		Code of Ethics and Business Conduct		8-K		000-56583		14.1		February 18, 2025
19.1		Insider Trading Policy		10-K		000-56583		19.1		April 15, 2025
21.1		Subsidiaries of the Registrant		8-K		000-56583		21.1		February 18, 2025
23.1		Consent of WithumSmith+Brown, PC		--		--		--		Filed herewith
31.1		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		10-K		000-56583		31.1		April 1, 2026
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		10-K		000-56583		31.2		April 1, 2026
31.3		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		--		--		--		Filed herewith
31.4		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		--		--		--		Filed herewith
32.1**		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		10-K		000-56583		32.1		April 1, 2026
32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		10-K		000-56583		32.2		April 1, 2026
101		Interactive data file set for the financial statements and accompanying notes contained in this Report (formatted as Inline XBRL)		--		--		--		Filed herewith
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)		--		--		--		Filed herewith

+ Indicates a management contract or any compensatory plan, contract or arrangement.

* Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The registrant hereby agrees to furnish supplementally copies of any of the omitted portions of this exhibit to the SEC upon its request.

** The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Form 10-K/A and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates them by reference.

2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 12, 2026	ADAPTIN BIO, INC.
	By:	/s/ Timothy L. Maness
	Name:	Timothy L. Maness
	Title:	Chief Financial Officer (On behalf of the Registrant and as Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name		Position		Date
/s/ Michael J. Roberts		President, Chief Executive Officer and Director		June 12, 2026
Michael J. Roberts		(Principal Executive Officer)
/s/ Simon C. Pedder		Executive Chairman and Director		June 12, 2026
Simon C. Pedder
/s/ Timothy L. Maness		Chief Financial Officer		June 12, 2026
Timothy L. Maness		(Principal Financial and Accounting Officer)
/s/ Patrick Gallagher		Director		June 12, 2026
Patrick Gallagher
/s/ J. Nick Riehle		Director		June 12, 2026
J. Nick Riehle
/s/ Anthony Zook		Director		June 12, 2026
Anthony Zook

3

FAQ

What does Adaptin Bio (APTN) change in its 2025 Form 10-K/A?

Adaptin Bio’s amendment updates Item 15(b) and Exhibit 23.1 only. It files a revised consent from WithumSmith+Brown, PC so the consent now includes references to a company registration statement that were inadvertently omitted previously.

Does Adaptin Bio’s 2025 10-K/A amendment change any financial results?

The amendment does not change Adaptin Bio’s previously reported financial or other information. It is described as being filed solely to correct the auditor consent exhibit, without revising the underlying financial statements or other disclosures from the original annual report.

Why did Adaptin Bio update the WithumSmith+Brown, PC consent in the 10-K/A?

Adaptin Bio updated the consent so it includes references to a company registration statement. The company explains those references were inadvertently omitted from the original consent filed with the annual report, prompting this technical amendment.

How many Adaptin Bio (APTN) shares were outstanding as of June 11, 2026?

As of June 11, 2026, Adaptin Bio had 8,903,229 shares of common stock outstanding. This figure reflects issued and outstanding shares with a par value of $0.0001 per share at that date, as disclosed in the cover information.

What was Adaptin Bio’s public float value at June 30, 2025?

The approximate market value of Adaptin Bio’s common equity held by non‑affiliates was $9.3 million as of June 30, 2025. This value is based on the most recent sales price on the last business day of its most recently completed second fiscal quarter.

Which key governance and policy exhibits are listed in Adaptin Bio’s 10-K/A?

The exhibit list includes items like a Code of Ethics and Business Conduct, an Insider Trading Policy, executive employment agreements, a 2025 Equity Incentive Plan, and a Registration Rights Agreement, along with various warrants and subscription agreements incorporated by reference.