Aditxt amends note purchase deal with Ignite Proteomics subsidiary again

Aditxt, Inc. disclosed in a Form 8-K dated July 16, 2026 that it entered into Amendment No. 2 to a Note Purchase Agreement involving the company, its wholly owned subsidiary Ignite Proteomics LLC, and a group of investors. The amendment revised the previously announced Note Purchase Agreement dated June 3, 2026, as amended June 22, 2026, to allow a new party to join as an investor, cancel a previously issued note, and issue two additional notes.¹

The financial mechanics leave total obligations unchanged. The original principal amount of the cancelled note equals the combined principal amount of the two additional notes, and the amendment did not increase or decrease the aggregate original principal amount of the senior secured notes issuable under the agreement.¹

Collateral terms carry over from the original structure. The additional notes, along with previously issued notes, will be secured by a perfected security interest in certain Ignite assets, including substantially all of Ignite's assets, under a Security and Pledge Agreement among the company, Ignite, and a collateral agent.¹ The notes will also be secured by a pledge from Aditxt of all its equity holdings in Ignite under a separate Pledge Agreement with the collateral agent.¹

The company also confirmed the securities offering's regulatory basis. The sale of the additional notes is exempt from Securities Act registration requirements under Section 4(a)(2) and Rule 506(b) of Regulation D, based on each investor's representation that it is an accredited investor acquiring the notes for investment purposes rather than resale.¹

The filing was signed on July 17, 2026 by Jeffrey M. Busch, identified as Aditxt's interim Chief Executive Officer.