Form: D

Notice of Exempt Offering of Securities

February 26, 2025


FORM D
Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s) Checkbox not checked NoneEntity Type
0001938571
Unite Acquisition 1 Corp.
Radio button checked Corporation
Radio button not checked Limited Partnership
Radio button not checked  Limited Liability Company
Radio button not checked  General Partnership
Radio button not checked  Business Trust
Radio button not checked Other 
Name of Issuer
 ADAPTIN BIO, INC.
Jurisdiction of Incorporation/Organization
DELAWARE 
Year of Incorporation/Organization
Radio button not checked Over Five Years Ago
Radio button checked Within Last Five Years (Specify Year)
2022
Radio button not checked Yet to Be Formed
 
  
  
 
2. Principal Place of Business and Contact Information
Name of Issuer
 ADAPTIN BIO, INC.
Street Address 1Street Address 2
 3540 TORINGDON WAY
 SUITE 200, #250
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 CHARLOTTE
 NORTH CAROLINA
 
 28277
 (888) 609-1498 



3. Related Persons

Last NameFirst NameMiddle Name
Roberts
Michael
Street Address 1Street Address 2
 c/o Adaptin Bio, Inc. 
 3540 TORINGDON WAY, SUITE 200, #250
CityState/Province/CountryZIP/Postal Code
 Charlotte
 NORTH CAROLINA
 28277
 
Relationship: Checkbox checked Executive Officer Checkbox checked Director Checkbox not checked Promoter
Clarification of Response (if Necessary)
President and Chief Executive Officer


Last NameFirst NameMiddle Name
Gallagher
Patrick
Street Address 1Street Address 2
 c/o Adaptin Bio, Inc. 
 3540 TORINGDON WAY, SUITE 200, #250
CityState/Province/CountryZIP/Postal Code
 Charlotte
 NORTH CAROLINA
 28277
 
Relationship: Checkbox not checked Executive Officer Checkbox checked Director Checkbox not checked Promoter
Clarification of Response (if Necessary)
 


Last NameFirst NameMiddle Name
Riehle
J.
Nick
Street Address 1Street Address 2
 c/o Adaptin Bio, Inc. 
 3540 TORINGDON WAY, SUITE 200, #250
CityState/Province/CountryZIP/Postal Code
 Charlotte
 NORTH CAROLINA
 28277
 
Relationship: Checkbox not checked Executive Officer Checkbox checked Director Checkbox not checked Promoter
Clarification of Response (if Necessary)
 


Last NameFirst NameMiddle Name
Zook
Anthony
Street Address 1Street Address 2
 c/o Adaptin Bio, Inc. 
 3540 TORINGDON WAY, SUITE 200, #250
CityState/Province/CountryZIP/Postal Code
 Charlotte
 NORTH CAROLINA
 28277
 
Relationship: Checkbox not checked Executive Officer Checkbox checked Director Checkbox not checked Promoter
Clarification of Response (if Necessary)
 


Last NameFirst NameMiddle Name
Hewitt
L.
Arthur
Street Address 1Street Address 2
 c/o Adaptin Bio, Inc. 
 3540 TORINGDON WAY, SUITE 200, #250
CityState/Province/CountryZIP/Postal Code
 Charlotte
 NORTH CAROLINA
 28277
 
Relationship: Checkbox checked Executive Officer Checkbox not checked Director Checkbox not checked Promoter
Clarification of Response (if Necessary)
Chief Development Officer


Last NameFirst NameMiddle Name
Maness
Timothy
Street Address 1Street Address 2
 c/o Adaptin Bio, Inc. 
 3540 TORINGDON WAY, SUITE 200, #250
CityState/Province/CountryZIP/Postal Code
 Charlotte
 NORTH CAROLINA
 28277
 
Relationship: Checkbox checked Executive Officer Checkbox not checked Director Checkbox not checked Promoter
Clarification of Response (if Necessary)
Chief Financial Officer


Last NameFirst NameMiddle Name
Pedder
Simon
Street Address 1Street Address 2
 c/o Adaptin Bio, Inc. 
 3540 TORINGDON WAY, SUITE 200, #250
CityState/Province/CountryZIP/Postal Code
 Charlotte
 NORTH CAROLINA
 28277
 
Relationship: Checkbox checked Executive Officer Checkbox checked Director Checkbox not checked Promoter
Clarification of Response (if Necessary)
Executive Chairman




4. Industry Group
  Radio button not checked Agriculture
Banking & Financial Services
  Radio button not checked  Commercial Banking
  Radio button not checked  Insurance
  Radio button not checked Investing
  Radio button not checked  Investment Banking
  Radio button not checked  Pooled Investment Fund

  Radio button not checked Other Banking & Financial Services
Radio button not checked  Business Services
Energy
  Radio button not checked  Coal Mining
  Radio button not checked  Electric Utilities
  Radio button not checked  Energy Conservation
  Radio button not checked  Environmental Services
  Radio button not checked  Oil & Gas
  Radio button not checked  Other Energy
Health Care
  Radio button checked  Biotechnology
  Radio button not checked  Health Insurance
  Radio button not checked  Hospitals & Physicians
  Radio button not checked  Pharmaceuticals
  Radio button not checked  Other Health Care
   
   
   
  
Radio button not checked  Manufacturing
Real Estate
  Radio button not checked Commercial
  Radio button not checked Construction
  Radio button not checked REITS & Finance
  Radio button not checked Residential
Radio button not checked Other Real Estate
Radio button not checked  Retailing
Radio button not checked Restaurants
Technology
Radio button not checked  Computers
Radio button not checked  Telecommunications
Radio button not checked  Other Technology
Travel
Radio button not checked  Airlines & Airports
Radio button not checked  Lodging & Conventions
Radio button not checked  Tourism & Travel Services
Radio button not checked  Other Travel
Radio button not checked Other

  
   
5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
Radio button not checked No Revenues Radio button not checked  No Aggregate Net Asset Value
Radio button not checked  $1 - $1,000,000 Radio button not checked $1 - $5,000,000
Radio button not checked  $1,000,001 - $5,000,000 Radio button not checked  $5,000,001 - $25,000,000
Radio button not checked $5,000,001 - $25,000,000 Radio button not checked  $25,000,001 - $50,000,000
Radio button not checked $25,000,001 - $100,000,000 Radio button not checked  $50,000,001 - $100,000,000
Radio button not checked  Over $100,000,000 Radio button not checked  Over $100,000,000
Radio button checked  Decline to Disclose  Radio button not checked Decline to Disclose
Radio button not checked  Not Applicable Radio button not checked  Not Applicable

 
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Checkbox not checked Rule 504(b)(1) (not (i), (ii)
or (iii))		 Checkbox checked Rule 506(b)      
Checkbox not checked Rule 504 (b)(1)(i) Checkbox not checked Rule 506(c)
Checkbox not checked Rule 504 (b)(1)(ii) Checkbox not checked Securities Act Section 4(a)(5)
Checkbox not checked Rule 504 (b)(1)(iii) Checkbox not checked Investment Company Act Section 3(c)
 
 

7. Type of Filing
Checkbox checked  New Notice Date of First Sale 
2025-02-11
 Checkbox not checked  First Sale Yet to Occur
Checkbox not checked  Amendment


 
 
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? Radio button not checked  Yes Radio button checked  No
 
 
9. Type(s) of Securities Offered (select all that apply)
Checkbox not checked Pooled Investment Fund Interests Checkbox checked Equity
Checkbox not checked Tenant-in-Common Securities Checkbox not checked Debt
Checkbox not checked Mineral Property Securities Checkbox checked Option, Warrant or Other Right to Acquire Another Security
Checkbox checked Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Checkbox not checked Other (describe)
 
 
 
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Radio button checked  Yes Radio button not checked  No
Clarification of Response (if Necessary)
Initial sale occurred with closing of merger involving Unite Acquisition 1 Corp. (Unite), a subsidiary of Unite, and Adaptin Bio, Inc. (Private Adaptin). Private Adaptin survived as subsidiary of Unite and was renamed. Unite renamed Adaptin Bio, Inc.
 
 
11. Minimum Investment
Minimum investment accepted from any outside investor$
 0
USD

12. Sales Compensation
Recipient Recipient CRD Number Checkbox not checked None
 Laidlaw & Company (UK) Ltd.
 119037
(Associated) Broker or Dealer Checkbox checked None(Associated) Broker or Dealer CRD Number Checkbox checked None
  
  
Street Address 1      Street Address 2
521 Fifth Avenue
12th Floor
City State/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10175
State(s) of Solicitation Checkbox not checked All States Checkbox checked Foreign/Non-US
 
ARIZONA
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
ILLINOIS
INDIANA
KANSAS
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MONTANA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
SOUTH CAROLINA
TEXAS
WASHINGTON
WISCONSIN



13. Offering and Sales Amounts
 
Total Offering Amount $
23375010
USD Checkbox not checked Indefinite
Total Amount Sold $
13077849
USD
Total Remaining to be Sold $
10297161
USD Checkbox not checked Indefinite
Clarification of Response (if Necessary)
Amounts include securities to be acquired upon the exercise of warrants.
 
14. Investors

Checkbox not checked Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
   
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
95
 
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$
475558
USD Checkbox checked Estimate
Finders' Fees$
0
USD Checkbox not checked Estimate
Clarification of Response (if Necessary)
Based on total amount sold as of date of first sale. In addition to the sales commissions, warrants to purchase an aggregate of 270,204 shares of our common stock were also issued to the placement agent.
 

16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 
0
USD Checkbox not checked Estimate
Clarification of Response (if Necessary)
Other than the payment of salaries and other compensation and benefits, no officer, director or promoter will receive any payments from the proceeds of this offering.

Signature and Submission
 
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
IssuerSignatureName of SignerTitleDate
ADAPTIN BIO, INC./s/ Michael J. RobertsMichael J. RobertsPresident and Chief Executive Officer2025-02-24