
Shares of Aditxt, Inc. (ADTX) surged by 90% to become one of the top five gainers in premarket trading on Thursday after the company filed fresh details for a deal that would spin off its Ignite Proteomics unit into a separately traded company valued at $150 million.
ADTX stock plunged 36% on Wednesday, extending its losing streak to a record 22 straight sessions.
The latest SEC filing revealed that Ignite has entered into a merger agreement with Copley Acquisition Corp. Under the deal, Ignite Proteomics and Copley Acquisition Corp. will combine under a newly formed public holding company, with Ignite and the SPAC becoming units of the new entity. The combined company is expected to trade on the NYSE.
The filing also confirms that Ignite equity holders will receive shares at a $10-per-share reference price, implying merger consideration of $150 million. The deal is expected to separate Ignite from Aditxt, while allowing Aditxt to remain a standalone Nasdaq-listed company.
Copley is expected to seek up to $20 million of transaction financing, while Ignite is expected to pursue up to $10 million, with the proceeds potentially coming from equity, debt, backstop arrangements, or other financing sources. The combined entity is expected to be led by Ignite's management team. After the transaction, the board is expected to consist of seven directors, including at least four independent directors meeting NYSE requirements. As part of the deal, Ignite must also provide audited financial statements within 10 business days. The transaction is expected to close by Sept. 30, unless the companies agree to extend the timeline.
Net proceeds from the deal will help with Ignite's commercialization efforts, clinical evidence generation, working capital requirements and future growth initiatives.
Ignite is developing a cancer-testing platform that measures the proteins actively driving a patient's tumor, rather than relying only on genetic information. The company believes this could help doctors better understand how a cancer is behaving and make more informed treatment decisions. Ignite's initial focus is breast cancer, but it plans to expand the tech to other cancer types over time.
"For Ignite, becoming an independent public company is expected to provide the focus, visibility and access to capital needed to accelerate commercialization, expand clinical evidence generation and pursue broader adoption of its functional proteomics platform in oncology," Busch said.
Separately, fresh regulatory filings from Wednesday showed that Sandie Gong and Devon Xin Xu briefly became 10% beneficial owners of Aditxt on Tuesday after acquiring 100,000 shares. However, the pair sold the entire position the same day at $0.0688 per share, according to the filing.
The filing noted that the shares were held in Gong's brokerage account, while Xu, Gong's spouse, held trading authorization over the account and therefore could be deemed a beneficial owner.
On Stocktwits, retail sentiment for ADTX was ‘extremely bullish’ amid ‘extremely high’ message volume.
One user said, “Today's our D-Day... I'm not asking to see 1$ nor 0.50, but a good old 0.10-0.12c would definitely be awesome!”
View this Stocktwits post
Another user said, “This will make the biggest comeback like the knicks did to the spurs or at least give me .05.”
View this Stocktwits post
ADTX stock has shed nearly all of its value over the past year.
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