Aditxt, Inc. 8-K

What Happened

• On June 10, 2026, Ignite Proteomics, LLC (a wholly-owned subsidiary of Aditxt, Inc.) and Copley Acquisition Corp. (the SPAC) signed a Business Combination Agreement to merge Ignite into a newly public company (Pubco: Ignite Proteomics Holdings, Inc.). The mergers will re-domicile SPAC to Delaware, effect two simultaneous mergers at the Closing, and leave Pubco as the publicly traded parent of Ignite. The Effective Time is defined as the Closing time (5:00 PM on the Closing date, unless changed by agreement).

Key Details

• Merger consideration: Pubco will issue shares equal to $150,000,000 / $10.00 (i.e., 15,000,000 Pubco common shares) to Ignite security holders; Ignite may elect Pubco Common Stock Equivalents instead of shares.
• Additional payments/fees: Pubco will pay Copley Acquisition Sponsors Limited $4,000,000; Aditxt (the Corporation) signed a Side Letter guaranteeing Ignite’s payment/obligation requirements under the deal (expenses, repayment/satisfaction of Ignite indebtedness, covenants, indemnities).
• Financing & closing conditions: SPAC will seek up to $20M and Ignite up to $10M of Transaction Financing; minimum cash condition at Closing requires SPAC trust cash plus SPAC financing ≥ $15.0M and Ignite financing ≥ $7.5M (unless waived). Pubco securities must be approved for NYSE listing and an S-4 registration/proxy will be filed with the SEC.
• Timing and audits: Ignite must deliver audited consolidated financial statements for the six months ended Dec 31, 2024 and the twelve months ended Dec 31, 2025 within 10 business days of the agreement (SPAC may terminate if not delivered). The agreement includes a drop-dead date for closing (Sept 30, 2026) subject to certain extensions.

Why It Matters

• For Aditxt shareholders and retail investors, the agreement is the mechanism to take Ignite public and combine it with a SPAC vehicle, which could materially change ownership, liquidity and capital structure. The deal issues a large block of Pubco shares (aggregate $150M consideration) and requires additional financing and regulatory approvals (S-4 effectiveness, NYSE listing).
• Material obligations and risks disclosed include Aditxt guaranteeing Ignite’s obligations, a waiver by Ignite of any claim on SPAC’s trust account, strict audited financial delivery requirements (failure to meet which can allow SPAC to terminate), and minimum cash thresholds that must be met at Closing. These conditions and the Sept 30, 2026 timeline are critical to whether the transaction completes.