Aditxt, Inc. (NASDAQ:ADTX) ("Aditxt"), a qualified acquisition corp and Ignite Proteomics, LLC ("Ignite", or "Ignite Proteomics"), a functional proteomics company and 100%-owned subsidiary of Aditxt, today announced that Ignite and strategic counterparty agreed to sign a definitive business combination agreement.

The transaction values Ignite at an implied equity value of approximately $150 million, subject to the terms and conditions of the business combination agreement. Upon closing, Ignite is expected to separate from Aditxt and become an independent publicly traded company through a newly formed public holding company expected to be named Ignite Proteomics , Inc. ("Ignite Holdings, Inc.," or "Pubco").

Following closing, the acquisition corp. and Ignite are expected to become wholly owned subsidiaries of the newly formed public holding company. Pubco's common stock and public warrants are expected to be listed on the New York Stock Exchange, subject to approval of the listing application and satisfaction of customary closing conditions.

For Aditxt, the transaction is expected to unlock value in its 100%-owned Ignite subsidiary while allowing Aditxt to continue operating as a separate Nasdaq-listed public company, subject to continued compliance with Nasdaq listing requirements.

Strategic Value Creation for Aditxt

Aditxt acquired Ignite as part of its strategy to identify, acquire and advance differentiated health innovation platforms. The proposed business combination is intended to provide Ignite with a dedicated public-company platform, greater visibility and access to growth capital, while highlighting the value of Ignite within Aditxt's portfolio.

"Today's announcement represents an important milestone for Aditxt and Ignite," said Jeff Busch, Interim Chief Executive Officer of Aditxt and Chief Executive Officer of Ignite Proteomics. "Aditxt owns 100% of Ignite, a differentiated precision oncology asset, and this transaction is expected to unlock that value through a business combination that values Ignite at approximately $150 million. At the same time, Aditxt is expected to continue as a separate Nasdaq-listed company focused on advancing its broader health innovation strategy."

Mr. Busch continued, "For Ignite, becoming an independent public company is expected to provide the focus, visibility and access to capital needed to accelerate commercialization, expand clinical evidence generation and pursue broader adoption of its functional proteomics platform in oncology."

Advancing Functional Proteomics in Precision Oncology

Ignite is developing and commercializing a functional proteomics platform designed to help physicians better understand the biological activity driving a patient's tumor. Unlike traditional approaches that may infer protein activity from genomic information, Ignite's platform is designed to directly measure protein and phosphoprotein signaling activity from tumor tissue, providing a functional view of tumor biology that may support more informed therapy selection.

Ignite's current commercial focus is in breast cancer, with a broader development strategy intended to support expansion into additional tumor types and treatment settings over time. The company believes its platform may be particularly relevant as oncology treatment continues to shift toward increasingly targeted therapeutic classes, including antibody-drug conjugates, immunotherapies and targeted therapies.

Platform Positioned for Commercial and Clinical Expansion

Ignite's growth strategy is expected to focus on expanding clinical adoption, scaling commercial operations, supporting additional clinical evidence generation and pursuing collaborations with academic institutions, oncology networks, payors and biopharmaceutical partners.

Net proceeds from the transaction, including cash remaining in the acquisition corp trust account after redemptions and any additional transaction financing, are expected to support Ignite's commercialization initiatives, clinical evidence generation, working capital needs and general corporate purposes.

Transaction Overview

The transaction is expected to result in Ignite becoming an independent publicly listed company through a business combination with the acquisition corp. Following closing, the acquisition corp. and Ignite are expected to become wholly owned subsidiaries of a newly formed public holding company.

The transaction values Ignite at an implied equity value of approximately $150 million, with Ignite equity holders expected to receive newly issued shares of Pubco common stock based on a $10.00 per share reference price, subject to the terms and conditions of the business combination agreement.

The boards of directors / managers of the applicable parties have approved the transaction. Closing is subject to customary conditions, including approval by acquisition corp. shareholders, approval by Ignite equity holders, effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission, approval for listing of Pubco's common stock and public warrants on the NYSE, satisfaction of applicable regulatory and third-party consent requirements, and satisfaction of minimum cash / financing conditions.

Following closing, the combined company is expected to be led by Ignite's management team. Pubco's board of directors is expected to consist of seven directors designated by Ignite, including a majority of independent directors.