Opening the filing
8-K
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on June 10, 2026, Ignite Proteomics, LLC, a Delaware limited liability company (“ Ignite ”)
and a wholly-owned subsidiary of Aditxt, Inc. (the “ Company ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with Copley Acquisition Corp, a Cayman Islands exempted company (“ Copley ”), Ignite Proteomics Holdings, Inc., a Delaware corporation (“ Pubco ”), Ignite Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), Ignite Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ”), Jeffrey M. Busch, solely in his capacity as the Seller Representative, and Chibo Tang, solely in his capacity as the SPAC Representative.
Termination of Business Combination Agreement On October 9, 2026, the parties to the Business Combination Agreement entered into a Mutual Termination Agreement (the “ Termination Agreement ”), pursuant to which Copley and Ignite mutually agreed to terminate the Business Combination Agreement pursuant to Section 8.1(a) thereof, effective immediately.
As a result of the Termination Agreement, no party has any further rights, remedies, liabilities or obligations under the Business Combination Agreement, except that Sections 6.14, 6.15, 8.2 and 9.1 and Article X thereof survive. Each Ancillary Document (as defined in the Business Combination Agreement), including the Seller Support Agreements, the Insider Letter Amendment and the Lock-Up Agreements, automatically terminated concurrently with the Business Combination Agreement. The Termination Agreement also provides that each party will bear its own expenses and contains mutual releases of claims relating to the Business Combination Agreement and the transactions contemplated thereby, other than claims under the Termination Agreement.
The foregoing description of the Business Combination Agreement and the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2026, and the Termination Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Forward-Looking