.jpg){kind=link}
As recently as July 2025, Aditxt was telling shareholders that Pearsanta, its precision diagnostics subsidiary, had engaged a lead underwriter for a planned IPO, according to a Business Wire announcement the company issued that month. That offering never came. On August 12, 2026, Aditxt signed over substantially all of Pearsanta's shares to MDNA Holdings Inc., a Florida corporation, for no upfront payment.
The deal, disclosed in an 8-K filed with the SEC on August 19, left Aditxt with a set of conditions to be met before any money moves rather than cash in hand. The buyer assumed Pearsanta's outside liabilities — with amounts owed between Aditxt and Pearsanta carved out — but paid nothing at closing. The filing gives no reason for the terms.
What Aditxt retained is a royalty: 2.5% of Pearsanta's net revenue, capped at $2.5 million in total, running for up to ten years from Pearsanta's first commercial sale. The clock does not start until Pearsanta actually sells something. The filing does not say when that might be, or whether any product is currently on the market.
On top of the royalty, two milestone payments of $250,000 each could follow. One falls due if Pearsanta closes a financing round of $10 million or more. The other is triggered by a liquidity event — an IPO, a reverse merger, an acquisition, or a sale of Pearsanta's assets. Neither is payable until the condition is met.
One of those triggers is the IPO that Aditxt said, in its July 2025 Business Wire announcement, Pearsanta was already preparing for. Under the terms of the August sale, Aditxt would collect $250,000 if that offering ever happens — now as a creditor of its former subsidiary rather than as its parent.