06/23/2026 | Press release | Distributed by Public on 06/23/2026 14:22
Item 1.01. Entry into a Material Definitive Agreement.
On June 22, 2026, Aditxt, Inc. (the "Company") entered into Amendment No.1 to Note Purchase Agreement (the "Amendment") 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 previously announced Note Purchase Agreement dated June 3, 2026 (the "Purchase Agreement") was amended to increase the aggregate original principal amount of the newly issued series of senior secured convertible notes (the "Notes") issuable purchase to the Note Purchase Agreement to $6,254,355.17.
Pursuant to the Note Purchase Agreement as amended by the Amendment, the Company and Ignite issued and sold an additional $769,230.77 in original principal amount of Notes (the "Additional Notes") for a purchase price of $500,000.00. The purchase price for the Additional Notes issued by the Company and Ignite was paid by the Investors in cash.
The Additional Notes, together with the previously issued Notes, will be secured by a valid, perfected and enforceable security interest in certain assets of the Ignite and its subsidiaries, which assets include substantially all of the assets of Ignite pursuant to that certain Security and Pledge Agreement (the "Security Agreement") by and among the Company, Ignite and the collateral agent named therein (the "Collateral Agent"). The Additional Notes, together with the previously issued Notes, will be further secured by a pledged by the Company of all of the equity held by the Company in Ignite pursuant to that certain Pledge Agreement (the "Pledge Agreement") by and between the Company and the Collateral Agent.
The foregoing descriptions of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement are qualified in their entirety by reference to the full text of the Amendment, the Purchase Agreement, the Notes, the Security Agreement and the Pledge Agreement, forms of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to the Form 8-K filed by the Company with the Securities and Exchange Commission ("SEC") on June 3, 2026 and each of which is incorporated herein by reference.
The Purchase Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement contain customary representations and warranties, covenants and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of such agreements and in the context of the specific relationship between the parties thereto. The provisions of the Purchase Agreement, the Amendment, the Notes, the Security Agreement and the Pledge Agreement, including any representations and warranties contained therein, are not for the benefit of any party other than the parties thereto and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in our annual, quarterly and current reports we file with the SEC.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.