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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):
March 10, 2026
Aditxt, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39336 |
|
82-3204328 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 2569 Wyandotte St., Suite 101, Mountain View, CA |
|
94043 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 870-1200
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 (see General
Instruction A.2. below):
| ☐ |
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-47(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 |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Material Definitive Agreement
On March 11, 2026, Aditxt, Inc. (the
“Company”) entered into a Securities Purchase Agreement (the
“Agreement”) with IMAC Holdings, Inc. (“IMAC”)
and the several investors listed on the Schedule of Buyers attached to the Agreement (collectively, the “Buyers”)
whereby the Buyers sold 100% of their equity interests in Ignite Proteomics, LLC, a Delaware limited liability company (“Ignite”)
and formerly a wholly owned subsidiary of IMAC plus $475,000 in cash, for a total consideration of 36,000 shares of the Company’s newly created
Series A-2 Convertible Preferred Stock (the “Preferred Shares”). The
stated value of the Preferred Shares is $1,000 per share for a total of $36,000,000 in preferred stock. The equity interests of
Ignite purchased by the Company under the Agreement represent 100% of the issued and outstanding equity of Ignite.
The Preferred Shares are convertible into shares of Company common
stock (“Common Stock”) and have the terms summarized in Item 5.03 of this Current Report on Form 8-K. If, as of the first
anniversary of the Closing Date (as defined in the Agreement), the Conversion Price (as defined in the Certificate of Designation for
the Preferred Shares) is less than the Market Price (as defined in the Agreement), the Company shall provide each stockholder entitled
to vote at the next annual meeting of stockholders of the Company a proxy statement soliciting each such stockholder’s affirmative
vote at the stockholder meeting for approval to change the amount of the Conversion Price to such lower number. If the stockholders do
not approve changing the Conversion Price, the Company will again recommend approval of the new Conversion Price at each succeeding annual
meeting of stockholders until such approval is obtained.
Item 2.01 Completion of Acquisition or Disposition of Assets
On March 11, 2026, the Company completed the acquisition described
in Item 1.01 above. The information set forth in Item 1.01 is hereby incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
On March 11, 2026, the Company entered into a Note Purchase Agreement
(the “Note Purchase Agreement”) with the several buyers listed on the issuance schedule attached thereto (the “Note
Buyers”), pursuant to which the Company will issue its 10% original issue discount promissory notes (the “Notes”) for
the aggregate principal amount of $3,194,444.44. The aggregate funding amount from all Note Buyers was $2,875,000 at closing.
The Notes bear interest on the outstanding principal balance at 6%
per annum and shall adjust to 12% per annum upon an Event of Default (as defined in the Note) so long as such Event of Default remains
uncured. The Notes may be prepaid at anytime with no penalty. The Notes mature nine months from the issuance date, and all outstanding
principal and accrued interest shall be due on the maturity date.
Events of Default include:
| ● | Failure
to pay principal and interest when due |
| ● | Failure
to pay any other amounts owing under the Notes within five business days of when due |
| ● | The
Company or any subsidiary commencing bankruptcy or insolvency proceedings |
| |
● |
The Company or any subsidiary defaulting beyond any applicable grace and cure periods under any mortgage or other debt instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $250,000, |
| |
● |
The Company’s common stock ceasing to be quoted or listed for trading for five consecutive trading days due to voluntary delisting or failing to comply with applicable listing standards on the principal market where such common stock is traded |
| ● | The Company’s failure to timely file
any required periodic reports with the U.S. Securities and Exchange Commission (including any permitted filing
extensions) |
| ● | Any
representation or warranty of the Company under the Note or the Note Purchase Agreement ceasing to be accurate in any material respect
or any material provision of the Note or Note Purchase Agreement ceasing to be in full force and effect |
| ● | The
Company using the proceeds from the Notes to purchase or carry margin stock (within the meanings of Regulations T,U and X under the Federal
Reserve Board) |
| ● | Any Event of Default occurs in any Note or Transaction
Document (as such terms are defined in the Note Purchase agreement) or in any other agreement between the Company and a Note Buyer resulting
in the right of a Note Buyer to accelerate the maturity of such indebtedness in an amount in excess of $250,000 |
| ● | Failing
to perform any material covenant under the Note or the Note Purchase Agreement. |
A Note Buyer also has the right to roll all or any portion of a Note into securities issued by the Company in
future capital-raising transactions.
Item 3.02 Unregistered Sales of Equity Securities
On March 11, 2026, the Company completed the acquisition described in Item 1.01 above. The information set forth in Item 1.01
is hereby incorporated by reference.
The Preferred Shares were issued pursuant to
the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
Pursuant to the terms of the Agreement, on March
10, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State designating, 36,000 shares
of its authorized and unissued Preferred Shares as Series A-2 Convertible Preferred Shares (the “Preferred Shares”). The Certificate
of Designations sets forth the rights, preferences and limitations of the shares of Preferred Shares. Terms not otherwise defined in this
item shall have the meanings given in the Certificate of Designations.
The following is a summary of the terms of the
Preferred Shares:
Conversion. Pursuant to the
Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Certificate of
Designations”), each Preferred Share is convertible at the option of the holder, into a number of shares of Common Stock
determined by dividing the (x) Conversion Amount by (y) the Conversion Price. The Conversion Price is $2.731, subject to adjustment
as provided in the Certificate of Designations Conversion Amount means the sum of (A) the Stated Value ($1,000), (B) any Additional
Amount and (C) any other amounts owed to such holder.
The Preferred Shares will be convertible immediately
upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred
Shares such that an Investor may not beneficially own more than 9.99% (the “Maximum Percentage”) of the shares of Common
Stock that would be issued and outstanding following such conversion.
Ranking. All existing Preferred Shares
of the Company as of the date hereof (together with any future Preferred Shares of the Company that the Board designates as senior to
the Preferred Shares, collectively, the “Senior Preferred Shares”) shall rank senior to the Preferred Shares. Any Preferred
Shares of the Company may be designated by the Board of pari passu rank to the Preferred Shares in respect of the preferences as to dividends,
distributions and payments upon the liquidation, dissolution and winding up of the Company shall rank pari passu to the Preferred Shares.
Any Preferred Shares of the Company may be designated by the Board of junior rank to the Preferred Shares in respect of the preferences
as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company and/or any Common Stock shall
rank junior to the Preferred Shares. In the event of the merger or consolidation of the Company with or into another corporation, the
Preferred Shares shall maintain its relative rights, powers, designations, privileges and preferences provided for herein and no such
merger or consolidation shall result inconsistent therewith.
Redemption. The Company shall have the
right at any time to redeem some or all of the Preferred Shares at a price equal to 100% of the Conversion Amount at the time of redemption.
Further, upon notice of redemption by the Company to each holder, each holder shall have the right to convert up to 20% of the amount
to be redeemed prior to the redemption being completed.
Dividends. Subject to the senior rights of the Senior Preferred
Shares, and pari passu with the holders of shares of Parity Stock, from and after the first date of issuance of any Preferred Shares,
each holder of a Preferred Share shall be entitled to receive dividends when and as declared by the Board, from time to time, in its sole
discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and
other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board on the Stated
Value of such Preferred Share.
Voting Rights. Notwithstanding anything
in the Certificate of Designation to the contrary, the Preferred Shares shall have no voting rights, except as required by applicable
law or as expressly provided in the Certificate of Incorporation or this Certificate of Designation and shall not be entitled to any voting
rights, other than any vote required by law or the Certificate of Incorporation.
Liquidation. In the event of a Liquidation
Event, the Holders shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available
for distribution to its stockholders, before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu
with any Parity Stock then outstanding, an amount per share of Series A equal to the greater of (A) the Conversion Amount thereof on the
date of such payment or (B) the amount per share such Holder would receive if such Holder converted such Series A into Common Stock immediately
prior to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and
holders of shares of Parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds
equal to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance
with their respective certificate of designation (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all
holders of Series A and all holders of shares of Parity Stock. To the extent necessary, the Corporation shall cause such actions to be
taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to be distributed
to the Holders in accordance with the Certificate of Designation. All the preferential amounts to be paid to the Holders pursuant to the
Certificate of Designations shall be paid or set apart for payment before the payment or setting apart for payment of any amount for,
or the distribution of any Liquidation Funds of the Corporation to the holders of shares of Junior Stock in connection with a Liquidation
Event.
Purchase Rights. if at any time the Company
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to all or substantially all of the record holders of any class of Common Stock, then each Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held
the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares (without taking into account any
limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that all the Preferred Shares
were converted at the Conversion Price as of the applicable record date) held by such Holder immediately prior to the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
In addition, prior to the consummation of any
Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Common Stock, the Company shall make appropriate provision to ensure that each Holder will thereafter
have the right, at such Holder’s option, to receive upon a conversion of all the Preferred Shares held by such Holder (i) in addition
to the shares of Common Stock receivable upon such conversion, such securities or other assets to which such Holder would have been entitled
with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the consummation of such Corporate
Event.
Right of First Refusal upon Transfer of Ignite
Business and/or Assets. So long as the Collateral Agent (as defined in the Agreement) holds any Preferred Shares, the Company shall
not sell or lease (other than to a wholly-owned or to a controlled subsidiary), or dispose of any of the business or assets (other than
disposal of assets in the ordinary course of business or the licensing of any such assets) of Ignite (as defined in the Purchase Agreement)
whether in a single transaction or a series of related transactions without first offering the Collateral Agent (as defined in the Purchase
Agreement and for the benefit of the Holders) a written right of first refusal to purchase such applicable business and/or assets of Ignite,
as applicable, for such cash amount (with any non-cash consideration valued at the fair market value thereof as reasonably determined)
proposed to be paid by such applicable purchaser. In such event, the Collateral Agent shall have five business days to elect to exercise
its Right of First Refusal.
Item 8.01 Other Events
On March 13, 2026, the Company issued a press release announcing completion
of the transaction described above in this Current Report on Form 8-K.
A copy of the press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As previously disclosed
in the Company’s Current Report on Form 8-K filed on December 5, 2025, on December 1, 2025, the Company received written notice
from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1),
which requires minimum stockholders’ equity of $2.5 million, minimum market value of listed securities of $35 million, or net income
from continuing operations of $500,000 (the “Stockholders’ Equity Requirement”). As previously disclosed, on January
27, 2026, Nasdaq granted the Company an extension through May 15, 2026 to regain compliance with the Stockholders’ Equity Requirement.
As a result of the completion of the Ignite transaction described in Item 1.01 above, the Company believes that, as of the date of this
Current Report on Form 8-K, it has stockholders’ equity in advance of $2.5 million and has regained compliance with the Stockholders’
Equity Requirement. Nasdaq will continue to monitor the Company’s ongoing compliance with the Stockholders’ Equity Requirement
and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting. The
Company is awaiting Nasdaq’s confirmation that it has regained compliance.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business or funds
acquired.
The
(i) audited balance sheet of Ignite as of December 31, 2025 and the related audited statement of operations, statement of stockholders’
deficit, and cash flows, for the fiscal year for the period ended December 31, 2025 will be filed by amendment to this Current Report
on Form 8-K within the timeframe provided by Item 9.01(a)(3).
(b) Pro forma financial information.
The unaudited pro forma consolidated financial information of the Company
giving pro forma effect to the acquisitions of Ignite Proteomics LLC, consisting of (i) unaudited pro forma consolidated statement
of financial position as at December 31, 2025, the unaudited pro forma consolidated statement of financial position for the year
ended December 31, 2025, and the unaudited consolidated pro forma statement of earnings for the year ended December 31, 2025 will be filed
by amendment to this Current Report on Form 8-K within the timeframe provided by Item 9.01(b)(2).
(d) Exhibits.
| Exhibit No. |
|
Exhibit |
| 3.1 |
|
Certificate of Designations of Rights and Preferences of Series A-2 Convertible Preferred Stock |
| |
|
|
| 10.1 |
|
Securities Purchase Agreement dated as of March 11, 2026 by and between the Company, IMac Holdings, Inc. and the Buyers listed on the Schedule of Buyers attached thereto |
| |
|
|
| 10.2 |
|
Note Purchase Agreement dated as of March 11, 2026 by and between the Company and the several Buyers listed on the issuance schedule attached thereto. |
| |
|
|
| 99.1 |
|
Press Release dated March 13, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the 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: March 13, 2026 |
By: |
/s/ Amro Albanna |
| |
|
Amro Albanna |
| |
|
Chief Executive Officer |
Exhibit 99.1
Aditxt Acquires Ignite Proteomics to Address
a Critical Challenge in Cancer Care: Optimizing Therapy Selection
Ignite plans to launch a new program in
2026 supporting treatment selection for more than 600,000 people in the United States living with metastatic cancer and limited therapeutic
options.
MOUNTAIN VIEW, Calif., March 13, 2026 — Aditxt, Inc. (NASDAQ:
ADTX) (“Aditxt” or the “Company”), a social innovation platform accelerating promising health innovations, today
announced the acquisition of Ignite Proteomics, LLC (“Ignite”), a commercial-stage precision oncology company focused on addressing
a critical challenge in cancer care: optimizing therapy selection. Ignite’s functional proteomics platform has demonstrated the
ability to identify cancer therapy responses that may not be captured by standard genomic testing alone.
Aditxt
Co-Founder and Chief Executive Officer Amro Albanna stated: “Each year nearly 20 million people are diagnosed with cancer worldwide,
tens of millions undergo treatment, and millions of patients with advanced disease ultimately face limited therapeutic options. These
realities underscore the importance of improving how therapies are selected, particularly as precision medicines increasingly depend on
identifying whether a patient’s tumor expresses the intended biological targets for those therapies. We
believe there is a real need for tools that can provide physicians with additional information to help support more informed treatment
decisions, particularly as targeted therapies become more precise and more complex.”
Albanna continued “This acquisition reflects the continued execution
of our Discovery, Development, and Deployment model, which is focused on identifying and advancing companies addressing important challenges
in healthcare. We believe Ignite adds a differentiated platform to our oncology efforts at a time when treatment selection and longitudinal
monitoring are becoming increasingly important in cancer care.”
According to third-party market research, the global cancer profiling
market is estimated at approximately $14 billion (Source: Mordor
Intelligence). Ignite estimates approximately $3 billion of serviceable opportunity among patients eligible for antibody drug conjugate
(ADC) therapies and other targeted cancer treatments. The continued expansion of targeted cancer therapies and antibody drug conjugates
is increasing the demand for tools that can determine whether a patient’s tumor expresses the functional protein targets these therapies
require.
Ignite operates a CLIA-certified laboratory and has an established
Medicare Proprietary Laboratory Analyses (PLA) reimbursement pathway of approximately $2,200 per test. This commercial foundation distinguishes
it from many earlier-stage diagnostics companies. The platform is designed to support both therapy selection and longitudinal monitoring
as precision medicines increasingly require ongoing response assessment.
Ignite plans to deploy its functional proteomics platform through a
phased expansion focused on integration into oncology practices and Molecular Tumor Boards, beginning with patient populations where conventional
biomarker guidance is limited. As targeted therapies and antibody drug conjugates continue expanding across tumor types, Ignite aims to
become an essential infrastructure layer for therapy selection and longitudinal monitoring, advancing a model of care in which treatment
decisions are guided by functional tumor biology from the outset. Ignite’s commercial positioning is supported by licensed intellectual
property, an established Medicare PLA reimbursement pathway and ongoing clinical validation efforts.
Ignite’s platform is built on the premise that many targeted
cancer therapies act at the protein level rather than the DNA level. While genomic and transcriptomic tests may indicate which proteins
could be expressed in a tumor, Ignite’s Reverse Phase Protein Array (“RPPA”) platform is designed to measure protein
expression and whether they are functionally active, a distinction that increasingly determines whether a patient would respond to modern
targeted therapies.
Analyses from the I-SPY 2 clinical trial and related work have evaluated
RPPA-based protein and phosphoprotein profiling as a source of potential therapy-response biomarkers. At the 2025 NCCN Annual Conference,
Ignite presented I-SPY 2 data indicating that MHC-II protein expression, as measured using RPPA, outperformed the five PD-L1 assays evaluated
in that analysis as a predictor of pembrolizumab response. Ignite’s platform is being validated through collaborations with leading
cancer institutions including the Dana-Farber Cancer Institute at Harvard, Vanderbilt University Medical Center, and other National Cancer
Institute-designated centers. In September 2025, Ignite entered a collaboration with Inova Health to apply its RPPA platform to up to
600 tumor samples from patients with late-stage gastrointestinal cancers. Protein-level activation data from these patients is being incorporated
into Inova’s Molecular Tumor Board to guide treatment decisions in cases where no standard biomarker guidance exists.
Aditxt Co-founder and Chief Innovation Officer, Shahrokh Shabahang,
DDS, MS, PhD added, “For many cancers, the key clinical question is not only what mutations are present, but whether the relevant
signaling pathways are actually active in the tumor. That is where functional proteomics can add value. Ignite’s RPPA platform is
designed to measure phospho- and total-protein biomarkers directly from biopsy material, which may provide information that complements
genomic testing and helps support clinical decision-making, particularly in settings where conventional biomarker guidance is limited.”
Under the terms of the transaction documents, Aditxt acquired Ignite
in a transaction providing 36,000 shares of Aditxt’s newly designated Series A-2 Convertible Preferred Stock, representing an
aggregate stated value of $36.0 million, subject to the terms of the Certificate of Designation. Additional details regarding the transaction
will be included in Aditxt’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission. Ignite will operate
as a subsidiary within Aditxt’s oncology initiatives.
About Ignite Proteomics, LLC
Ignite Proteomics delivers pathway-level protein
analytics to guide precision oncology. Operating a CLIA-certified, CAP-accredited laboratory, Ignite’s clinical RPPA assay quantifies
32 phospho- and total-protein biomarkers from limited biopsy material to support oncology research and clinical decision making.
About Aditxt, Inc.
Aditxt, Inc. is a social innovation platform accelerating
promising health innovations. Aditxt’s ecosystem of research institutions, industry partners, and shareholders collaboratively drives
its mission to “Make Promising Innovations Possible Together.” The innovation platform is the cornerstone of Aditxt’s
strategy, where multiple disciplines drive disruptive growth and address significant societal challenges. Aditxt operates a unique model
that democratizes innovation, ensures every stakeholder’s voice is heard and valued, and empowers collective progress. The Company
currently operates four programs focused on autoimmunity, cancer and early disease detection, infectious diseases and women’s health.
Forward-Looking Statements
This press release includes “forward-looking
statements,” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such
as “aim,” “believe,” “could,” “expect,” “intend,” “may,” “plan,”
“potential,” “seek,” “will,” and similar expressions are intended to identify forward-looking statements.
These statements include, but are not limited to, statements regarding anticipated benefits of the acquisition, Ignite’s commercialization
plans, the potential clinical utility of its platform, expected collaborations, publications, reimbursement, adoption, and international
expansion. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of
this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual
results to differ materially from those discussed or implied in the forward-looking statements are disclosed in each company’s SEC
filings, including Aditxt’s Annual Report on Form 10-K and any subsequent Form 10-Q filings, including the most recent filed on
November 18, 2025. All forward-looking statements are expressly qualified in their entirety by such factors. Aditxt undertakes no duty
to update any forward-looking statement except as required by law.
Contact
Aditxt, Inc.
Investor Relations
ir@aditxt.com
