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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
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 afte…
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, exce…
Entry into a Material Definitive Agreement. On June 3, 2026, Aditxt, Inc. (the “ Company ”) entered into a Note Purchase Agreement (the “ Purchase Agreement ”) by and among the Company, Ignite Proteomics LLC, a Delaware limited liability company and the Company’s wholly owned subsidiary (“ Ignite ”), and the investors named therein (the “ Investors ”), pursuant to which the Company and Ignite issued and sold to the Investors a new series of senior secured convertible notes (the “ Notes ”), as…
Based in part upon the representations of the Investors in the Purchase Agreement, the offer and sale of the Notes by the Company to the Investors under the Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933 (the “ Securities Act ”), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission under the Securities…
General Counsel, Chief People Officer and Corporate Secretary — Christopher J. Porcelli: Resigned from multiple senior roles.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Chief Executive Officer and Director – Amro Albanna On May 29, 2026, Amro Albanna notified the Company of his decision to resign as Chief Executive Officer of Aditxt, Inc. (the “Company”), and on May 30, 2026, Mr. Albanna resigned as a member of the Company’s Board of Directors (the “Board”), effective immediately. On May 31, 2026, t…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 27, 2026, Aditxt, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the stockholders’ equity of $(35,174,386) reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer satisfies t…
Material Modification to Rights of Security Holders. To the extent required by
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 6, 2026, Aditxt, Inc. (the “Company”) received a Staff Determination letter (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq Staff had determined to delist the Company’s securities from The Nasdaq Capital Market. The Staff Determination stated that the bid price of the Company’s listed secu…
Entry Into a Material Definitive Agreement Private Placement of Senior Unsecured Promissory Notes On April 10, 2026, Aditxt, Inc. (the “Company”) issued and sold senior unsecured promissory notes (each, a “Note,” and collectively, the “Notes”) to accredited investors in the aggregate original principal amount of $1,250,000 for an aggregate purchase price of $1,000,000, reflecting an aggregate original issue discount of $250,000. The Notes bear interest at a rate of 10% per annum, payable mont…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in "
Other Events. On March 27, 2026, Aditxt, Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., dated October 25, 2024, by an additional $36,800,000 or up to $53,398,964 (the “ATM Offering Size Increase”), not including the approximately $21,257,000 of shares of common stock sold to dat…
Completion of Acquisition or Disposition of Assets On March 11, 2026, the Company completed the acquisition described in
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 $475,00…
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 Buy…
Unregistered Sales of Equity Securities On March 11, 2026, the Company completed the acquisition described in
Material Modification to Rights of Security Holders. To the extent required by
Other Events On January 27, 2026, Aditxt, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on Nasdaq’s review of the Company’s plan submitted on January 15, 2026, Nasdaq has granted the Company an extension to regain compliance with Nasdaq Listing Rule 5550(b) (the “Rule”). The Rule requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market value of listed securities of at least $35,000,000, or net income f…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On December 1, 2025, Aditxt, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, based upon the stockholders’ equity reported by the Company in its Form 10-Q for the period ended September 30, 2025, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires…
Material Modification to Rights of Security Holders. To the extent required by
Termination of a Material Definitive Agreement. On October 20, 2025, Aditxt, Inc. (“ Aditxt ” or the “ Company ”) received from Evofem Biosciences, Inc. (“ Evofem ”) a notice of termination of the parties’ Amended and Restated Agreement and Plan of Merger dated July 12, 2024, as amended on August 16, 2024; September 6, 2024; October 2, 2024; November 19, 2024; March 22, 2025; and August 26, 2025 (collectively, the “ Merger Agreement ”). In its notice, Evofem cites Section 8.1(b)(ii) (the end…
Entry into a Material Definitive Agreement. On September 30, 2025, Aditxt, Inc. (the “Company”) entered into an offer letter with Christopher J. Porcelli to serve as General Counsel, Chief People Officer and Corporate Secretary of the Company, effective September 30, 2025. The offer letter provides for, among other things, (i) an annual base salary of $350,000, (ii) at-will employment and eligibility to participate in the Company’s employee benefit plans generally available to senior executiv…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ” relating to the issuance of the Note is incorporated by reference herein in its entirety. The Company issued the Note in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Entry Into a Material Definitive Agreement On September 12, 2025, Aditxt, Inc. (the “ Company ”) issued and sold senior unsecured notes (each, a " Note ") to accredited investors in the aggregate original principal amount of $212,500 for a purchase price of $170,000, reflecting an aggregate original issue discount of $42,500. The Notes bear interest at a rate of 10% per annum and have a maturity date of September 30, 2025 (the “ Maturity Date ”). So long as any amounts remain outstanding unde…
Unregistered Sales of Equity Securities. The information set forth in “
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