--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-014630" form_type: "8-K" ticker: "APTN" cik: "0001938571" company_name: "ADAPTIN BIO, INC." filed_at: "2025-02-18T23:59:59+00:00" generated_at: "2026-05-26T17:39:14.206420+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Adaptin Bio completes reverse merger with private biotech, raises ~$4.76M in private placement ## Summary - Merger between Unite Acquisition (shell) and Private Adaptin closed Feb 11, 2025; Private Adaptin becomes wholly owned subsidiary. - Issued ~3.25M shares to Private Adaptin stockholders; former shell stockholder Lucius Partners retains 3.25M shares. - Concurrent private placement of 1,080,814 Units at $4.40/Unit raised $4,755,581; each Unit: one share, one A warrant, one-half B warrant. - $1.5M bridge notes plus accrued interest converted into 501,140 shares and pre-merger warrants issued. - Company to file resale registration statement within 60 days after offering termination; OTC Markets QB listing planned. ## SEC filing metadata - accession: 0001213900-25-014630 - form_type: 8-K - ticker: APTN - cik: 0001938571 - company_name: ADAPTIN BIO, INC. - filed_at: 2025-02-18T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.02, 1.01, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.06, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/0001213900-25-014630-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/ea0230169-8k_adaptin.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-014630 - JSON: https://secwatch.observer/filing/0001213900-25-014630.json - Plain text: https://secwatch.observer/filing/0001213900-25-014630.txt ## Key facts - Governance Changes ADAPTIN BIO, INC.: Amendment and restatement of certificate of incorporation approved by board on February 11, 2025 and by stockholders on the same date, effective upon the Merger (effective 2025-02-11). - Change: charter amendment - Effective: 2025-02-11 source text: Prior to the Merger, Unite Acquisition’s board of directors approved the amendment and restatement of our certificate of incorporation on February 11, 2025, and stockholders holding 100% of the then outstanding shares of our Common Stock approved the amendment and restatement to our certificate of incorporation on February 11, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/0001213900-25-014630-index.htm - Governance Changes ADAPTIN BIO, INC.: Board adopted a new Code of Ethics in connection with the Merger, applying to all directors, officers, and employees. - Change: code of ethics source text: In connection with the Merger, the board of directors adopted a new Code of Ethics, which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees. evidence_url: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/0001213900-25-014630-index.htm - Governance Changes ADAPTIN BIO, INC.: Registrant ceased to be a shell company as a result of the Merger. - Change: shell status source text: As a result of the Merger, we have ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/0001213900-25-014630-index.htm - Governance Changes ADAPTIN BIO, INC.: Bylaws amended and restated in their entirety effective upon closing of the Merger. - Change: bylaw amendment source text: Prior to the Merger, we amended and restated our bylaws in their entirety, to be effective upon closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/0001213900-25-014630-index.htm - M&A Transactions ADAPTIN BIO, INC. underwent a change of control involving Adaptin Bio, Inc. (Private Adaptin) (closed 2025-02-11). - Action: change of control - Counterparty: Adaptin Bio, Inc. (Private Adaptin) - Closing: 2025-02-11 source text: As a result of the Merger, we acquired the business of Private Adaptin and will continue its business operations as a public reporting company under the same name, Adaptin Bio, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/0001213900-25-014630-index.htm - M&A Transactions ADAPTIN BIO, INC. completed an acquisition involving Adaptin Bio, Inc. (Private Adaptin) (closed 2025-02-11). - Action: acquisition - Counterparty: Adaptin Bio, Inc. (Private Adaptin) - Closing: 2025-02-11 source text: On February 11, 2025, Unite Acquisition’s wholly-owned subsidiary, Adaptin Acquisition Co., a Delaware corporation formed in the State of Delaware on January 30, 2025 (“Merger Sub”), merged with and into Adaptin Bio, Inc., a privately held Delaware corporation (“Private Adaptin”) formerly known as Centaur Bio Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1938571/000121390025014630/0001213900-25-014630-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.