8-K/A: Current report
Published on April 15, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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EXPLANATORY NOTE
This Amendment No. 1 is being filed solely for the purpose of updating certain items in the Original Report under Item 2.01 and Item 9.01. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
Financial Information
The audited financial statements of Adaptin Bio Operating Corporation (previously, and as of the date of the audited financial statements filed herewith, Adaptin Bio, Inc. and referred to in the Original Report as “Private Adaptin”), as of and for the years ended December 31, 2024 and 2023 are set forth in Exhibit 99.1 and incorporated herein by reference.
The unaudited pro forma condensed combined financial information of Private Adaptin and Unite Acquisition 1 Corp. (“Unite Acquisition”) as of and for the year ended December 31, 2024 is set forth in Exhibit 99.2 and incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Private Adaptin as of December 31, 2024 is set forth in Exhibit 99.3 and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Private Adaptin as of and for the years ended December 31, 2024 and 2023 are set forth in Exhibit 99.1 and incorporated herein by reference.
(b) The unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 of Private Adaptin and Unite Acquisition is set forth in Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Audited Financial Statements of Adaptin Bio Operating Corporation (formerly Adaptin Bio, Inc.) as of and for the years ended December 31, 2024 and 2023. | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information. | |
| 99.3 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 15, 2025 | Adaptin Bio, Inc. | |
| By: | /s/ Michael J. Roberts | |
| Michael J. Roberts | ||
| President and Chief Executive Officer | ||
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