Aditxt amends secured note purchase deal at Ignite Proteomics

Aditxt, Inc. entered into Amendment No. 2 to Note Purchase Agreement on July 16, 2026. The company's Form 8-K describes the parties as Aditxt, its wholly owned subsidiary Ignite Proteomics LLC, and the investors named in the agreement. The original Note Purchase Agreement is dated June 3, 2026, and Amendment No. 1 amended it on June 22, 2026. The filing names no placement agent or advisor for the notes.

What the amendment changes

The amendment does three things. It lets a new party join the agreement as an investor. It cancels one note previously issued under the agreement. And it issues two additional senior secured notes. The original principal of the cancelled note equals the combined original principal of the two new notes. The 8-K says the amendment did not increase or decrease the aggregate original principal of the senior secured notes issued or issuable under the agreement.

Security

The notes, including the two new ones, are secured by a security interest in Ignite's assets. That interest covers substantially all of Ignite's assets under a Security and Pledge Agreement with a collateral agent. The 8-K does not name the collateral agent. Aditxt also pledged all of the equity it holds in Ignite under a separate Pledge Agreement with the same collateral agent. The 8-K says the security descriptions are qualified by the full agreements.

The 8-K lists the amendment, the purchase agreement, the notes, the security agreement and the pledge agreement as Exhibits 10.1 through 10.6, several by reference to earlier filings.

Securities exemption

The company says the notes were sold under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Each investor represented that it is an accredited investor. The securities were not registered, so they cannot be resold freely without an exemption. The filing does not put a price on the notes or say how many investors hold them.

The company

The company's 10-K, filed March 31, 2026, describes Aditxt as a company that brings stakeholders together to develop health innovations. It was incorporated in Delaware on September 28, 2017, and its headquarters is in Mountain View, California. Its first innovation was an immune modulation technology, ADI, for patients who have had organ transplants.

Its subsidiary Adimune, Inc. was formed in January 2023 to lead the immune modulation programs. Adimune's lead product candidate, ADI-100, is designed to tolerize against glutamic acid decarboxylase, an antigen the 10-K says is implicated in type 1 diabetes and psoriasis. ADI-100 has not been tested in people. The 10-K describes preclinical studies only, says the IND package was awaiting a pre-IND meeting, and says a human trial in Stiff Person Syndrome, with 10 to 20 patients, is expected to get underway in 2026 pending IRB and FDA approval.

Losses and cash

The 10-K reports research and development expense of $3.2 million for 2025, down from $10.9 million for 2024. The net loss was $43.1 million for 2025, against $40.4 million for 2024. Revenue was $3,195 in 2025 and $133,985 in 2024. Cash used in operations was $25.7 million in 2025, up from $16.8 million in 2024.

The company's 10-Q filed May 20, 2026 gives year-end 2025 cash and cash equivalents of $3.2 million. It gives cash and cash equivalents of $268,852 at March 31, 2026. Those balances are small against the 2025 cash burn, and the 8-K does not say how the company funds the gap.

What comes next

The amendment is the second change to the agreement since it was signed on June 3, 2026, following the June 22 amendment. The 8-K does not describe a maturity date for the notes or a repayment schedule, and it does not say what happens to the cancelled note's holder. Jeffrey M. Busch, interim chief executive officer, signed the filing on July 17, 2026.

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