SCHEDULE 13D:
Published on February 18, 2025
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Adaptin Bio, Inc.
(Name of Issuer) |
Common Stock, par value $0.0001 per share
(Title of Class of Securities) |
00654M100
(CUSIP Number) |
Simon Pedder
3540 Toringdon Way, Suite 200, #250,, Charlotte, NC, 28277 (888) 609-1498 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/11/2025
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. | 00654M100 |
1 |
Name of reporting person
Simon Pedder
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2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF
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5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
ONTARIO, CANADA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
928,571.00
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12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
11.5 %
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14 | Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13D
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Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share
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(b) | Name of Issuer:
Adaptin Bio, Inc.
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(c) | Address of Issuer's Principal Executive Offices:
3540 Toringdon Way, Suite 200, #250, Charlotte,
NORTH CAROLINA
, 28277.
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Item 2. | Identity and Background |
(a) | Simon Pedder |
(b) | 3540 Toringdon Way, Suite 200, #250, Charlotte, North Carolina 28277 |
(c) | The reporting person is the Executive Chairman and a director of Issuer. |
(d) | No |
(e) | No |
(f) | Ontario, Canada |
Item 3. | Source and Amount of Funds or Other Consideration |
All of the shares of common stock to which this Schedule 13D relates were acquired by the Reporting Person in connection with the merger of Adaptin Acquisition Co. ("Acquisition Subsidiary"), a wholly-owned subsidiary of Adaptin Bio, Inc. (formerly known as Unite Acquisition 1 Corp., the "Issuer") with and into Adaptin Bio Operating Corporation (formerly known as Adaptin Bio, Inc., the "Company"), with the Company remaining and surviving as a wholly-owned subsidiary of the Issuer (the "Merger") pursuant to the Agreement and Plan of Merger and Reorganization, dated as of February 11, 2025 (the "Merger Agreement"), by and among the Issuer, Acquisition Subsidiary and the Company.
Pursuant to the terms of the Merger Agreement, each issued and outstanding share of the Company's common stock was converted into and represented the right to receive such number of shares of Issuer common stock equal to the aggregate number of Company shares of common stock multiplied by the conversion ratio for that class or series, rounded up to the nearest whole share. |
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Item 4. | Purpose of Transaction |
The Reporting Person acquired the common stock in connection with the Merger. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
The Reporting Person serves as the Executive Chairman and a director of the Issuer. Accordingly, the Reporting Person may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Subject to the Lock-Up Agreement described in Item 6 of this Schedule 13D, the Reporting Person may, from time to time, purchase or sell securities of the Issuer as appropriate for his personal circumstances. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of this Schedule 13D. The Reporting Person reserves the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of this Schedule 13D. |
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Item 5. | Interest in Securities of the Issuer |
(a) | 928,571 - 11.5% |
(b) | 928,571 |
(c) | Except as otherwise described in this Schedule 13D, the Reporting Person has not effected any transaction related to the Issuer's common stock during the past 60 days. |
(d) | Except as otherwise described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D. |
(e) | N/A |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3 is incorporated herein by reference.
Lock-Up Agreements
In connection with the execution of the Merger Agreement, all of the officers and directors of the Issuer following the Merger entered into lock-up agreements with the Issuer (the "Lock-Up Agreements") for a term ending two (2) years after the Issuer's common stock begins to trade on OTCQB or OTCQX market maintained by OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American, whereby they have agreed to certain restrictions on the sale or disposition (including pledge) of all of the Issuer's common stock held by (or convertible into or exercisable or exchangeable for shares of Issuer's common stock) the Reporting Person. |
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Item 7. | Material to be Filed as Exhibits. |
7.1 Agreement and Plan of Merger and Reorganization, among the Issuer, Acquisition Subsidiary and the Company, dated February 11, 2025 (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K as filed with the SEC on February 18, 2025).
7.2 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K as filed with the SEC on February 18, 2025). |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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