Aditxt, Inc. Sells Subsidiary Pearsanta; 2.5% Royalties, $500k Milestones

What Happened

• Aditxt, Inc. announced it entered into and closed a Stock Purchase Agreement on August 12, 2026 selling substantially all outstanding shares of its majority-owned subsidiary Pearsanta, Inc. to MDNA Holdings Inc. The buyer assumed Pearsanta liabilities identified in the closing statement, excluding intercompany balances and any liabilities expressly retained by Aditxt.
• As part of the deal, Pearsanta agreed to pay Aditxt royalties and milestone fees tied to future commercial activity.

Key Details

• Closing date: August 12, 2026; purchaser: MDNA Holdings Inc.
• Royalty: Pearsanta will pay Aditxt 2.5% of Net Revenue beginning on the first commercial sale after closing, capped at $2,500,000 or for up to 10 years (whichever occurs first).
• Milestones: Pearsanta will pay Aditxt $250,000 within 10 business days after completing a financing that raises at least $10,000,000, and $250,000 within 10 business days following an IPO, reverse merger, acquisition, change of control or sale of substantially all Pearsanta assets (total milestone pool $500,000).
• The Purchase Agreement contains customary reps, warranties, covenants and indemnities and the filing includes standard forward‑looking statement language.

Why It Matters

• This is a divestiture of a majority-owned subsidiary; Aditxt may (depending on accounting) no longer consolidate Pearsanta’s results going forward and instead could receive future cash flows from royalties and milestone payments described above.
• The deal creates potential future revenue limited to $2.5M in royalties plus up to $500k in milestone payments, so investors should view these as contingent, event-driven receipts rather than immediate cash.
• Investors should monitor future Aditxt SEC filings for any disclosed proceeds received, changes to financial reporting, and further details about retained intercompany obligations or other post‑closing items.