Aditxt unit Ignite Proteomics and Copley Acquisition Corp end SPAC merger deal

The termination

Aditxt, Inc. (ADTX) said in an 8-K dated October 9, 2026, and filed October 15, that its wholly owned subsidiary Ignite Proteomics, LLC and Copley Acquisition Corp had signed a Mutual Termination Agreement that day. The agreement ends the Business Combination Agreement they signed on June 10, 2026. The termination took effect immediately under Section 8.1(a) of that agreement.

Under the termination, no party has further rights, remedies, liabilities or obligations, except for Sections 6.14, 6.15, 8.2 and 9.1 and Article X, which survive. The ancillary documents, including the seller support agreements, an insider letter amendment and the lock-up agreements, ended at the same time. Each party bears its own expenses. The parties also exchanged mutual releases of claims tied to the original agreement, other than claims under the termination agreement itself.

The parties

The June agreement was among Ignite and Copley, a Cayman Islands exempted company. It also included Ignite Proteomics Holdings, Inc., a new Delaware holding company, and two merger subsidiaries, Ignite Merger Sub I Inc. and Ignite Merger Sub II LLC. Jeffrey M. Busch is named as Seller Representative, and Chibo Tang as SPAC Representative.

A blank-check company, or SPAC, is a listed shell company that raises cash to merge with a private business. Busch signed the 8-K as Aditxt's interim chief executive officer. The 8-K names no financial adviser, bank or counsel for the June agreement or its termination.

What the deal would have done

The 8-K describes the agreement by its structure and parties, and it refers to the full text as an exhibit filed with a June 10, 2026 report. It does not give the deal's value, the cash it would have brought to Aditxt, or the share count of the combined company, and it gives no reason for the termination. Without those figures, the termination cannot be measured against the company's financing needs.

The 8-K's forward-looking statements name the company's "ability to pursue alternative strategic transactions or business opportunities" and its "ability to obtain additional financing and maintain sufficient liquidity to fund its operations." The filing does not describe any alternative transaction under discussion.

The finances

The 10-K filed March 31, 2026 reports revenue of $3,195 for 2025, down from $133,985 for 2024. Research and development expense fell to $3.2 million from $10.9 million. The net loss was $43.1 million for 2025, against $40.4 million for 2024. Cash used in operations rose to $25.7 million from $16.8 million.

The company's 10-Q puts cash and cash equivalents at $268,852 at March 31, 2026. The 8-K gives no later balance sheet and no runway estimate.

The business behind the agreement

The 10-K describes Adimune, a subsidiary formed in January 2023 that leads the company's immune-modulation programs. Its lead candidate, ADI-100, is designed to induce tolerance to an antigen linked to type-1 diabetes and some autoimmune diseases. The 10-K says all preclinical studies of ADI-100 are complete, with 10-month studies in animal models of type-1 diabetes, and that the company has held pre-submission meetings with the regulator in Germany. It says the company is working with the Mayo Clinic on a human trial in Stiff Person Syndrome, expected to start in 2026 with 10-20 patients and pending approval by an institutional review board and the FDA, and that a pre-IND meeting was expected in the second quarter of 2026. Those are early, small and unfinished steps.

The 8-K does not describe Ignite Proteomics' own business.

What comes next

The 8-K gives no company statement on the next step after the termination, no replacement transaction and no date for any financing. The termination is effective immediately, and the agreement's surviving sections are the only obligations that continue.

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