Adaptin Bio, Inc. Files 8-K for Material Agreement & Equity Sales
Ticker: APTN · Form: 8-K · Filed: Dec 23, 2025 · CIK: 1938571
| Field | Detail |
|---|---|
| Company | Adaptin Bio, Inc. (APTN) |
| Form Type | 8-K |
| Filed Date | Dec 23, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $5.00, $1.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
TL;DR
Adaptin Bio signed a material deal and sold stock, filing an 8-K on 12/22/25.
AI Summary
On December 22, 2025, ADAPTIN BIO, INC. filed an 8-K report detailing a material definitive agreement and unregistered sales of equity securities. The company, formerly known as Unite Acquisition 1 Corp., is incorporated in Delaware and based in Charlotte, North Carolina.
Why It Matters
This filing indicates significant corporate actions, including new agreements and the issuance of equity, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or less transparent capital raising activities.
Key Numbers
- 000-56583 — SEC File Number (Identifies the company's filing history with the SEC.)
- 88-1566415 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- ADAPTIN BIO, INC. (company) — Registrant
- Unite Acquisition 1 Corp. (company) — Former Company Name
- December 22, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Charlotte, North Carolina (location) — Principal Executive Offices
FAQ
What is the nature of the material definitive agreement entered into by ADAPTIN BIO, INC.?
The filing does not specify the details of the material definitive agreement, only that one was entered into.
What type of equity securities were sold in the unregistered sale?
The filing mentions unregistered sales of equity securities but does not specify the type of securities.
When was ADAPTIN BIO, INC. formerly known as Unite Acquisition 1 Corp.?
The company changed its name from Unite Acquisition 1 Corp. on July 19, 2022.
What is the principal business address of ADAPTIN BIO, INC.?
The principal executive offices are located at 3540 Toringdon Way, Suite 200, #250, Charlotte, North Carolina 28277.
What are the two main items reported in this 8-K filing?
The filing reports on the 'Entry into a Material Definitive Agreement' and 'Unregistered Sales of Equity Securities'.
Filing Stats: 1,082 words · 4 min read · ~4 pages · Grade level 15.2 · Accepted 2025-12-23 17:07:30
Key Financial Figures
- $5.00 — 's common stock (the "Common Stock") at $5.00 per Share for gross proceeds of $1.0 mi
- $1.0 million — t $5.00 per Share for gross proceeds of $1.0 million in a closing of a private placement off
Filing Documents
- ea0270605-8k_adaptin.htm (8-K) — 28KB
- 0001213900-25-125451.txt ( ) — 189KB
- cik0001938571-20251222.xsd (EX-101.SCH) — 3KB
- cik0001938571-20251222_lab.xml (EX-101.LAB) — 33KB
- cik0001938571-20251222_pre.xml (EX-101.PRE) — 22KB
- ea0270605-8k_adaptin_htm.xml (XML) — 3KB
01 ENTRY INTO A MATERIAL
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 22, 2025, Adaptin Bio, Inc. (the "Company") entered into a subscription agreement (the "Subscription Agreement") with certain investors and sold 200,000 shares (the "Shares") of the Company's common stock (the "Common Stock") at $5.00 per Share for gross proceeds of $1.0 million in a closing of a private placement offering (the "Offering"). The transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as not involving any public offering or Regulation D promulgated thereunder. In connection with the Offering, the Company will: (a) pay to the placement agent a cash commission of 10.0% and non-allocable expense allowance of 2.0% of the aggregate gross purchase price paid by purchasers in the Offering and (b) issue to the placement agent warrants to purchase a total number of shares of Common Stock equal to 10.0% of all securities sold in the Offering, with a term expiring five years after the final closing of the Offering and an exercise price of $5.00 per share (the "Placement Agent Warrants"). On December 22, 2025, the Company also entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Company will file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") following the final closing of the Offering registering for resale the shares of Common Stock issued in the Offering and the shares of Common Stock issued or issuable upon exercise of the Placement Agent Warrants (collectively, the "Registrable Shares"). If (a) the Company is late in filing the Registration Statement under the terms of the Registration Rights Agreement, (b) the Registration the Registration Statement ceases for any reaso
02 UNREGISTERD SALES OF EQUITY SECURITIES
ITEM 3.02 UNREGISTERD SALES OF EQUITY SECURITIES. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities of the Company. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Adaptin Bio, Inc. Date: December 23, 2025 By: /s/ Michael J. Roberts Michael J. Roberts President and Chief Executive Officer 2