NASDAQ: ADTX Aditxt, Inc. 8-K

Aditxt subsidiary Ignite Proteomics to go public via $150M SPAC merger with Copley

Filed June 10, 2026 · Period ending June 10, 2026 · ~1 min read

Key Changes

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Ignite Proteomics, Aditxt's wholly-owned subsidiary, signed definitive merger agreement with SPAC Copley Acquisition Corp valued at $150 million. Aditxt shareholders will receive 15 million shares in new public company Ignite Proteomics Holdings at $10/share.

Item 1.01: Business Combination Agreement verify on EDGAR →
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Deal requires $30M in new financing before closing: SPAC must raise up to $20M and Ignite up to $10M through equity, debt, or backstop arrangements. Minimum cash conditions require $15M from SPAC side and $7.5M from Ignite, or deal may fail.

Item 1.01: Transaction Financing verify on EDGAR →
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Aditxt guaranteed all of Ignite's obligations under merger agreement, including transaction expenses, debt repayment, and performance covenants. Parent company is financially liable if subsidiary fails to meet commitments.

Item 1.01: Side Letter and Guaranty verify on EDGAR →
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Transaction structured as dual merger creating new public entity. Both Ignite and the SPAC will become subsidiaries of Ignite Proteomics Holdings. SPAC sponsor receives additional $4M cash payment at closing.

Item 1.01: Merger Structure verify on EDGAR →
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Deal subject to standard closing conditions including SPAC shareholder approval and regulatory clearances. Heavy SPAC shareholder redemptions could jeopardize minimum cash requirements and prevent deal completion.

Item 1.01: Closing Conditions verify on EDGAR →

Summary

Aditxt announced a significant transaction that will take its wholly-owned subsidiary Ignite Proteomics public through a $150 million SPAC merger with Copley Acquisition Corp. The deal values Ignite at $150 million and will result in Aditxt receiving 15 million shares of the new public company, Ignite Proteomics Holdings, at $10 per share.

This represents a major liquidity event for Aditxt's proteomics investment and could provide the parent company with tradable public securities. The transaction faces meaningful execution risk. Both parties must raise $30 million in additional financing before closing, and the deal requires minimum cash thresholds of $15 million from the SPAC side and $7.5 million from Ignite.

If SPAC shareholders heavily redeem their shares, the deal could collapse unless sufficient backstop financing is secured. Notably, Aditxt has guaranteed all of Ignite's obligations under the merger agreement, creating potential financial liability for the parent company if the subsidiary fails to perform. Retail investors should monitor whether the required financing is successfully raised and watch for the SPAC's proxy filing, which will detail redemption rates and provide updated financial projections for the combined company. The deal timeline and any amendments to financing terms will signal execution confidence.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

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Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

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Added SPAC merger agreement high

Added in current filing · verify on EDGAR →

On June 10, 2026, Ignite Proteomics, LLC, a Delaware LLC ( “Ignite”) and a wholly-owned subsidiary of Aditxt, Inc., a Delaware corporation (the “Corporation”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with (i) Copley Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after the Conversion in the State of Delaware (as defined below), “SPAC”), (ii) Ignite Proteomics Holdings, Inc., a Delaware corporation (“Pubco”), (iii) Ignite Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (iv) Ignite Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”

Aditxt's wholly-owned subsidiary Ignite Proteomics has entered into a definitive merger agreement with SPAC Copley Acquisition Corp. The transaction will result in Ignite becoming a publicly traded company through a dual merger structure, with both Ignite and the SPAC becoming subsidiaries of a new public entity called Ignite Proteomics Holdings (Pubco).

Added Merger consideration high

Added in current filing · verify on EDGAR →

The aggregate consideration to be paid to holders of the Company Interests as of the Effective Time (collectively, the “Sellers”) pursuant to the Company Merger shall consist of a number of newly issued shares of Pubco Common Stock equal to One Hundred and Fifty Million U.S. Dollars ($150,000,000) divided by Ten U.S. Dollars ($10.00) (the “Merger Consideration”). At the Effective Time, the Company Interests (excluding the Excluded Interests, if any), issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right for the respective Sellers to receive their respective Percentage Merger Consideration in the form of Pubco Common Stock; provided, however, that Ignite may elect, in its sole discretion, prior to the Effective Time to receive in lieu of all or any number of shares of Pubco Common Stock issuable as Merger Consideration to Sellers the same number of Pubco Common Stock Equivalents. Pubco will also pay Copley Acquisition Sponsors Limited, $4,000,000 U.S. Dollars.

Ignite's current owners (including Aditxt) will receive $150 million worth of stock in the combined public company, valued at $10 per share, representing 15 million shares. Additionally, the SPAC sponsor will receive a $4 million cash payment. This represents a significant liquidity event for Aditxt's investment in Ignite.

Event · Item 7.01 — Regulation FD Disclosure

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Aditxt issued a press release announcing a Business Combination Agreement.

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Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the press release (“Press Release”) issued by Aditxt on June 8, 2026, announcing the Business Combination Agreement described above.

Aditxt disclosed that it issued a press release on June 8, 2026 announcing a Business Combination Agreement. The 8-K references this agreement but does not provide details about the transaction terms, counterparty, or strategic rationale within the body text shown. The press release is furnished under Regulation FD and not formally filed.

Event · Item 9.01 — Financial Statements and Exhibits

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Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.

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Added Business Combination Agreement high

Added in current filing · verify on EDGAR →

Business Combination Agreement, dated as of June 10, 2026, by and among Copley Acquisition Corp., Ignite Proteomics Holdings, Inc., Ignite Merger Sub I Inc., Ignite Merger Sub II LLC, Ignite Proteomics, LLC, Chibo Tang, as SPAC Representative, and Jeffrey M. Busch, as Seller Representative.

Aditxt entered into a business combination agreement on June 10, 2026, involving multiple parties including Copley Acquisition Corp. (a SPAC) and Ignite Proteomics entities. The agreement involves merger subsidiaries and designated representatives, suggesting a SPAC merger transaction structure. This represents a significant corporate transaction that could materially change Aditxt's business operations and ownership structure.

Added Side Letter and Guaranty Agreement high

Added in current filing · verify on EDGAR →

Side Letter and Guaranty Agreement, dated June 10, 2026, by and among Aditxt, Inc. and Copley Acquisition Corp.

Aditxt and Copley Acquisition Corp. executed a side letter and guaranty agreement on the same date as the business combination agreement. Side letters typically contain additional terms, conditions, or guarantees related to the main transaction. The guaranty component suggests Aditxt may be providing financial assurances or performance guarantees in connection with the business combination.

Added Amendment to Letter Agreement medium

Added in current filing · verify on EDGAR →

Amendment to Letter Agreement, dated as of June 10, 2026, by and among Copley Acquisition Corp., Copley Acquisition Sponsors, LLC, Ignite Proteomics Holdings, Inc., Ignite Proteomics, LLC, and the other parties signatory thereto.

The parties amended an existing letter agreement on June 10, 2026, involving the SPAC, its sponsors, and the Ignite Proteomics entities. This amendment likely modifies pre-existing arrangements or commitments among these parties to facilitate or adjust terms of the business combination.