M&A - Unite Acquisition 1 Corp.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044083

Filing Summary: This quarterly report provides insights following the merger between Unite Acquisition 1 Corp. and Private Adaptin, which occurred on February 11, 2025. Following the merger, Private Adaptin became a wholly owned subsidiary of Unite, which subsequently changed its name to Adaptin Bio, Inc. This report includes financial statements for the three months ending March 31, 2025, highlighting the company’s operational focus on developing novel technologies for drug delivery to the brain and other tissues. As of the end of the reporting period, the company had assets amounting to $2.85 million and liabilities of approximately $1.11 million, reflecting a significant increase in stockholder equity post-merger. The financial results report a net loss of $603,084 for the period, indicating ongoing operating losses. The merger was treated as a reverse recapitalization, with the financials reflecting the historical results of Private Adaptin. The report emphasizes the substantial challenges Adaptin Bio expects to face going forward, including the need for additional funding and regulatory approvals for its operations. Key financial highlights reveal a sharp increase in the issuance of common stock, driven by financing activities related to the merger and ongoing business operations, with considerable adjustments made to reconcile prior periods’ results to the new share structure.

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025031878

Filing Summary: On February 11, 2025, a merger was completed wherein Unite Acquisition 1 Corp. merged with the privately-held Adaptin Bio, Inc. Private Adaptin became the wholly-owned subsidiary of Unite Acquisition and was renamed Adaptin Bio Operating Corporation. This merger resulted in Unite Acquisition changing its name to Adaptin Bio, Inc. The merger consolidates the business operations of Private Adaptin under the public reporting company. The newly formed entity aims to leverage its biopharmaceutical technology focused on enhancing therapeutic delivery to the brain for treating conditions like brain cancers. The company is positioned as an emerging growth entity with plans to file additional investigational new drug applications by 2026, expanding its pipeline to address unmet medical needs. The first product candidate, APTN-101, designed to eliminate glioblastoma tumors, has made substantial progress towards human clinical trials, including meetings with the FDA to support its path forward.

Form Type: 8-K/A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025031875

Filing Summary: This document is an amendment (Amendment No. 1) to the original Form 8-K submitted by Adaptin Bio, Inc. on February 18, 2025, reporting on the completion of a merger with Unite Acquisition 1 Corp. The amendment updates specific items under Item 2.01 and Item 9.01, incorporating several financial statements and analyses into the report. It includes the audited financial statements of Adaptin Bio Operating Corporation for the years ended December 31, 2024, and 2023, as well as unaudited pro forma condensed combined financial information for the fiscal year ending December 31, 2024. Management's discussion and analysis regarding the financial condition and results of operations of the acquired entity are also provided. The amendment does not introduce new events or changes to previously reported information.

Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000121390025026302

Filing Summary: Adaptin Bio, Inc. is filing a Notification of Late Filing regarding its Annual Report on Form 10-K for the year ended December 31, 2024, due to a recent merger. The merger, defined in an Agreement and Plan of Merger, took place on February 11, 2025, when Unite Acquisition 1 Corp. (the Registrant) merged with Adaptin Bio, Inc., which is now a wholly owned subsidiary. This change required significant adjustments to the financial statements, preventing timely completion of the audited financial statements necessary for the 10-K filing. The Registrant anticipates filing the Form 10-K within the 15-calendar day extension allowed by Rule 12b-25.

Form Type: SC 14F1

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000121390025007939

Filing Summary: On January 29, 2025, Unite Acquisition 1 Corp. is mailing an Information Statement related to a proposed merger where it intends to merge with Adaptin Bio, Inc., a privately held Delaware corporation. In this merger, a wholly-owned subsidiary of Unite Acquisition 1 Corp., referred to as Merger Sub, will merge with Adaptin, allowing Adaptin to continue as the surviving entity and a wholly-owned subsidiary of Unite Acquisition 1 Corp. This merger will result in a significant change in the Board of Directors, increasing its size from one to five members, with new directors being appointed and the existing CEO Nathan P. Pereira resigning from all positions. Existing shareholders of Adaptin are expected to own approximately 46.42% of the outstanding shares of Unite Acquisition 1 Corp. post-merger. The merger is expected to be a tax-free reorganization and the security issuance will rely on exemptions under federal securities laws. The transaction is contingent upon several conditions including the execution of the merger agreement, which is yet to be executed. This amalgamation aims to align the company’s structure in relation to its growth strategies.