aibioAditxt completes sale of Pearsanta to MDNA Holdings
Tickers ADTX
Aditxt, Inc. said that on August 12, 2026 MDNA Holdings Inc. acquired substantially all of the outstanding shares of its majority-owned subsidiary, Pearsanta, Inc. Pearsanta agreed to pay Aditxt royalties on Net Revenue and two milestone payments of $250,000 each.
Key facts
- Company
- Aditxt, Inc. (OTC: ADTX)
- News type
- Company Updates
- Primary source
- Aditxt, Inc. 8-K (2026-08-19)
Aditxt, Inc. (ADTX) said in a Form 8-K dated August 19, 2026 that it entered into a Stock Purchase Agreement on August 12, 2026, and that the transaction closed the same day. Under the agreement, MDNA Holdings Inc., a Florida corporation, acquired substantially all of the outstanding shares of Pearsanta, Inc., which Aditxt describes as its majority owned subsidiary. The report is filed under Item 8.01 (Other Events) and is signed by Jeffrey M. Busch, the company's Interim Chief Executive Officer.
The Mountain View, California company lists its common stock with the trading symbol ADTX on the OTC Markets Group, according to the cover page of the report.
The transaction
The filing says the buyer acquired the Pearsanta shares and took on the liabilities of Pearsanta that were reflected, reserved against or specifically disclosed in the closing statement delivered under the agreement. The agreement excludes all intercompany balances, accounts, indebtedness, advances and other obligations between Aditxt and Pearsanta, whether recorded on the books of Aditxt or Pearsanta. It also excludes any liabilities that Aditxt expressly kept under the agreement.
The 8-K does not state a cash purchase price for the shares. It describes the consideration only as the buyer's acquisition of the shares and its assumption of the liabilities described above, together with the royalty and milestone payments to Aditxt set out below.
Royalty and milestone payments
Pearsanta agreed to make royalty payments to Aditxt. The royalty starts with the first commercial sale of any product or service of Pearsanta after the closing, which the filing calls the Royalty Commencement Date. Pearsanta will pay a royalty equal to 2.5% of Net Revenue, as that term is defined in the agreement, during the royalty period.
The royalty period ends on the earlier of two events. The first is the tenth anniversary of the Royalty Commencement Date. The second is the date on which Aditxt has received aggregate royalties totaling $2,500,000. The filing does not report any royalties received to date.
The agreement also provides for two milestone payments of $250,000 each. The first is due within ten business days after a financing that brings aggregate proceeds to Pearsanta of $10,000,000 or more. The second is due within ten business days after an initial public offering, reverse merger, merger, acquisition, change of control transaction or sale of substantially all of the assets of Pearsanta.
Financial position
The company's SEC XBRL financial data draws on its annual report filed March 31, 2026. For the fiscal year ended December 31, 2025, it reports revenue of $3,195, compared with $133,985 for 2024. Research and development expense was $3.2 million for 2025 and $10.9 million for 2024.
The data reports a net income (loss) of negative $43.1 million for 2025 and negative $40.4 million for 2024. Cash from operations was negative $25.7 million for 2025 and negative $16.8 million for 2024. The data gives year-end cash and cash equivalents of $3.2 million for 2025, as reported in a 10-Q filed May 20, 2026, and $833,031 for 2024, as reported in a 10-Q filed May 15, 2025.
The 8-K does not give a pro forma view of the company after the sale, and it does not state how the company will use any proceeds it receives under the agreement.
What Aditxt gets
No cash changes hands at closing, as far as the filing says. Everything Aditxt can collect is contingent: the royalty depends on Pearsanta making a first commercial sale, the first $250,000 milestone on a financing of $10,000,000 or more, and the second on a sale, merger or public offering. The royalty is capped at $2,500,000 in total. Against that, Aditxt lost $43.1 million in 2025 and used $25.7 million of cash in operations, and its cash and cash equivalents were $268,852 at March 31, 2026, according to the 10-Q. The report cover lists the stock on the OTC Markets Group. The filing does not say what Pearsanta's liabilities were, so readers cannot tell how much debt Aditxt shed.