Adaptin Bio (APTN) registers 1.9M common shares and 2.23M warrant shares
Rhea-AI Filing Summary
Adaptin Bio, Inc. files a prospectus supplement to register the resale of 1,901,482 shares of common stock and 2,233,083 shares underlying warrants held by selling stockholders, as part of its Form S-1 shelf.
The supplement attaches Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended December 31, 2025, which updates Item 15(b) and Exhibit 23.1 to add an updated auditor consent. The auditor's consent includes an explanatory paragraph stating substantial doubt about the Company’s ability to continue as a going concern.
Shares outstanding were 8,903,229 as of June 11, 2026, and the last quoted OTCQB price was $6.18 per share on June 9, 2026. The registration covers resale by selling holders; proceeds treatment is identified as resale by holders.
Positive
- None.
Negative
- Exhibit 23.1 includes the auditor’s report with an explanatory paragraph stating substantial doubt about the Company’s ability to continue as a going concern.
Insights
Registers resale of 1.9M shares and 2.23M warrant shares; selling holders supply the shares.
The prospectus supplement registers 1,901,482 shares of common stock and 2,233,083 shares underlying warrants for resale by selling stockholders pursuant to the company’s Form S-1 shelf. This is a resale registration and the proceeds will be received by the selling holders, not the issuer.
Timing and sale methods are governed by the prospectus and any applicable agreements; the prospectus supplement attaches the Form 10-K/A to update exhibit consents. Subsequent selling activity will depend on holder decisions and prospectus-disclosed distribution methods.
Auditor consent now attached and notes a going concern explanatory paragraph.
The Form 10-K/A included with the supplement amends Item 15(b) and Exhibit 23.1 to add an updated consent from WithumSmith+Brown, PC that references a registration statement omitted previously. The consent explicitly references a report dated April 1, 2026 containing an explanatory paragraph about substantial doubt over going concern.
Financial statement figures were not changed by this amendment; the amendment is limited to the auditor consent. Future filings may disclose related remediation or financing actions.
Key Figures
Key Terms
selling stockholders regulatory
explanatory paragraph accounting
prospectus supplement regulatory
Offering Details
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FAQ
What securities is Adaptin Bio (APTN) registering for resale?
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PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated August 4, 2025) |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-287338 |
Adaptin Bio, Inc.
1,901,482 shares of common stock by the selling stockholders
2,233,083 shares of common stock underlying warrants HELD by the selling stockholders
This prospectus supplement updates, amends and supplements the prospectus dated August 4, 2025 (as supplemented on August 14, 2025, October 6, 2025, November 14, 2025 and May 15, 2026, as may be further supplemented or amended from time to time, the “Prospectus”) which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287338). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information contained in Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on June 12, 2026 (the “Form 10-K/A”).
Accordingly, we have attached the Form 10-K/A and related exhibits, to this prospectus supplement.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our common stock is currently quoted on the OTCQB Venture Market under the stock symbol “APTN.” On June 9, 2026, the last quoted price of our common stock as reported on the OTCQB was $6.18 per share.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 12, 2026
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 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statement on Form S-1 (No. 333-287338) and on Form S-8 No. (333-289627) of Adaptin Bio, Inc. (“the Company”) of our report dated April 1, 2026, which includes an explanatory paragraph relating to the substantial doubt over the Company’s ability to continue as a going concern, relating to the consolidated financial statements which are comprised of the consolidated balance sheets, consolidated statements of operations, consolidated statements of changes in stockholders’ deficit, and the consolidated statements of cash flows, all of which appear in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ WithumSmith+Brown, PC
East Brunswick, New Jersey
June 12, 2026
Exhibit 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Roberts, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Adaptin Bio, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: June 12, 2026 | By: | /s/ Michael Roberts |
| Michael Roberts | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Timothy L. Maness, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Adaptin Bio, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: June 12, 2026 | By: | /s/ Timothy Maness |
| Timothy Maness | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |