8-K: Current report
Published on October 6, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION of DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 3, 2025, Adaptin Bio, Inc. (the “Company”) and its Chief Financial Officer, Timothy L. Maness, entered into an amendment to Mr. Maness’ Executive Employment Agreement dated February 11, 2025 (the “Maness Employment Amendment”). The Maness Employment Amendment specifies that, as of July 1, 2025, Mr. Maness is employed full-time and devotes substantially all, rather than 80%, of his business time, attention, and efforts as Chief Financial Officer of the Company. Accordingly, his current annual base salary of $240,000 per year is increased to an annual rate of $300,000 on a pro-rated basis, beginning July 1, 2025.
The foregoing summary of the Maness Employment Amendment is subject to the full and complete terms of the Maness Employment Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 8.01 OTHER EVENTS.
On October 3, 2025, the Company and its Chief Development Officer, L. Arthur Hewitt, entered into an amendment to Dr. Hewitt’s Executive Employment Agreement, dated February 11, 2025 (the “Hewitt Employment Amendment”). The Hewitt Employment Amendment specifies that, as of October 3, 2025, Dr. Hewitt will devote approximately 50%, rather than 25%, of his business time, attention, and efforts as Chief Development Officer of the Company. Accordingly, his current annual base salary of $75,000 per year is increased to an annual rate of $150,000, beginning October 3, 2025. Further, the Hewitt Employment Amendment provides that in the event the Company issues additional securities raising aggregate funds of $10,000,000 (in one or more transactions), occurring, if at all, within two years of February 11, 2025 (the “Additional Financing Period”), the Company, subject to approval by the board of directors and the terms of the Company’s equity compensation plan then in place, will grant Dr. Hewitt options to purchase a number of shares of the Company’s Common Stock sufficient to ensure that his ownership immediately following the Additional Financing Period, on a fully diluted basis and assuming the exercise of all outstanding options (whether or not then exercisable), is equal to his ownership immediately following the Company’s merger with Unite Acquisition 1 Corp. on February 11, 2025, as determined on a fully diluted basis and assuming the exercise of all outstanding options (whether or not then exercisable). The per share exercise price of the Anti-Dilution Options will be equal to the fair market value of a share of the Company’s Common Stock on the date of grant, as determined by the board of directors. The Anti-Dilution Options, if any, will become exercisable in four equal annual installments, in each case subject to Dr. Hewitt’s continued employment with the Company on the date each such vesting milestone is achieved, and will be subject to the terms of the Company’s equity incentive plan then in place and a related option grant agreement to be entered between Dr. Hewitt and the Company.
The foregoing summary of the Hewitt Employment Amendment is subject to the full and complete terms of the Hewitt Employment Amendment, filed as Exhibit 10.2 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. | Description | |
10.1 | First Amendment to Executive Employment Agreement, by and between Adaptin Bio, Inc. and Timothy L. Maness, dated October 3, 2025. | |
10.2 | First Amendment to Executive Employment Agreement, by and between Adaptin Bio, Inc. and L. Arthur Hewitt, dated October 3, 2025. | |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Adaptin Bio, Inc. | ||
Date: October 6, 2025 | By: | /s/ Michael J. Roberts |
Michael J. Roberts | ||
President and Chief Executive Officer |
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