Aditxt, Inc. 8-K

What Happened
Aditxt, Inc. (and its wholly owned subsidiary Ignite Proteomics LLC) announced they entered a Note Purchase Agreement on June 3, 2026 with certain investors to issue a new series of senior secured convertible notes. The new Notes were issued as joint and several co‑borrowers by Aditxt and Ignite and were funded by approximately $725,000 in cash proceeds plus the cancellation/consolidation of previously issued promissory notes (the “Existing Notes”). The Existing Notes consist of: (i) March notes with aggregate original principal of $3,194,444.44 (10% original issue discount) and (ii) April notes with aggregate original principal of $1,250,000 (25% original issue discount). The new Notes are subject to a 35% original issue discount.

Key Details

• Date: Note Purchase Agreement executed June 3, 2026.
• Cash and roll-up: ~ $725,000 cash proceeds plus consolidation/cancellation of Existing Notes totaling $4,444,444.44.
• Security: Ignite granted the Collateral Agent a security interest in substantially all assets of Ignite and its subsidiaries (Security Agreement). Aditxt pledged its equity interest in Ignite as additional collateral (Pledge Agreement).
• Instrument: Senior secured convertible promissory notes issued to investors; transaction documents and note forms are attached as Exhibits 10.1–10.4 to the 8‑K.

Why It Matters
This transaction reorganizes Aditxt’s debt by rolling prior notes into a new secured convertible note facility and adds fresh cash of roughly $725K. The new notes are secured (priority claim on Ignite’s assets) and convertible, which can affect creditors’ claims and potentially dilute shareholders if conversions occur. Investors should note the security interests and the 35% original issue discount on the new notes (and prior OIDs on rolled notes), which affect the effective economics of the financing and the company’s capital structure. The filing also discloses the usual forward‑looking statement cautions; for operational or financial impacts, refer to the company’s future SEC reports.