ADAPTIN BIO, INC. 8-K

What Happened

• On December 22, 2025, ADAPTIN BIO, INC. entered into a subscription agreement and closed a private placement, selling 200,000 shares of common stock at $5.00 per share for gross proceeds of $1.0 million. The sale was made in a transaction exempt from registration under Section 4(a)(2) of the Securities Act (not a public offering/Reg D).
• The company agreed to pay the placement agent a 10% cash commission plus a 2% non-allocable expense allowance on the aggregate gross purchase price, and to issue placement agent warrants equal to 10% of the securities sold in the Offering (i.e., approximately 20,000 warrants based on this closing) with a $5.00 exercise price and a five‑year term.
• The company also entered a registration rights agreement requiring it to file a registration statement to register resale of the shares sold and shares issuable on exercise of the placement agent warrants (the “Registrable Shares”) and to use commercially reasonable efforts to keep that registration statement effective for specified periods.

Key Details

• Shares sold: 200,000 common shares at $5.00 each; gross proceeds $1,000,000 (closing date: Dec 22, 2025).
• Placement agent compensation: 10% cash commission ($100,000) + 2% expense allowance ($20,000) of the offering proceeds; warrants equal to 10% of securities sold (~20,000 warrants), 5‑year term, $5.00 exercise price.
• Registration rights: Company will file a registration statement to register resale of the Registrable Shares; failure to meet timing/effectiveness requirements or other specified “Registration Events” triggers monetary penalties accruing at 12% per annum to affected holders.
• Company will keep the registration statement effective until the earlier of five years after effectiveness or certain conditions (sale of all Registrable Shares or Rule 144 availability during a 90‑day period); holders have piggyback registration rights subject to customary cutbacks.

Why It Matters

• Financing and cash: The deal provides ADAPTIN with $1.0M in gross proceeds but reduces net proceeds by placement fees (about $120k), and may include other closing costs — important to understand the company’s near‑term cash benefit.
• Dilution and potential future dilution: The issuance of 200,000 shares and the placement agent warrants (≈20,000 shares exercisable at $5.00) increase outstanding shares if warrants are exercised, which can dilute existing shareholders.
• Liquidity and resale: The registration rights are intended to enable holders to resell their shares publicly after registration; however, the agreement includes strict timing and effectiveness milestones. If the company misses those, it could owe substantial penalties (12% per year) to holders.
• Compliance note: The sale was an unregistered private placement (exempt under Section 4(a)(2)/Reg D); formal contract terms and warrants will be filed as exhibits to the company’s 2025 Form 10‑K.