ADAPTIN BIO, INC. S-1/A

AMENDMENT NO. 1 TO FORM S-1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG THE COMPANY, ADAPTIN ACQUISITION CO., AND ADAPTIN BIO, INC

CERTIFICATE OF MERGER RELATING TO THE MERGER OF ADAPTIN ACQUISITION CO. WITH AND INTO ADAPTIN BIO, INC., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON FEBRUARY 11, 2025

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UNITE ACQUISITION 1 CORP., AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON FEBRUARY 11, 2025

AMENDED AND RESTATED BYLAWS

FORM OF PRE-MERGER WARRANT ISSUED TO HOLDERS OF 2023 BRIDGE NOTES

FORM OF PRE-MERGER WARRANT ISSUED IN CONNECTION WITH EXCHANGE NOTES

FORM OF PLACEMENT AGENT WARRANT

FORM OF COMMON A WARRANT

FORM OF COMMON B WARRANT

OPINION OF WYRICK ROBBINS YATES & PONTON LLP

PATENT LICENSE AGREEMENT BY AND BETWEEN CENTAUR BIO AND DUKE UNIVERSITY, EFFECTIVE AS OF JANUARY 11, 2023

FIRST AMENDMENT TO LICENSE AGREEMENT BY AND BETWEEN CENTAUR BIO AND DUKE UNIVERSITY, EFFECTIVE AS OF AUGUST 9, 2024

SPONSORED RESEARCH AGREEMENT BY AND BETWEEN CENTAUR BIO AND DUKE UNIVERSITY, EFFECTIVE AS OF AUGUST 8, 2024

ADVISORY SERVICES AGREEMENT, DATED AS OF FEBRUARY 11, 2025, BY AND BETWEEN THE COMPANY AND LUCIUS PARTNERS LLC

FORM OF LOCK-UP AGREEMENT

FORM OF INDEMNITY AGREEMENT

FORM OF SUBSCRIPTION AGREEMENT BY AND AMONG THE COMPANY AND THE PARTIES THERETO

FORM OF REGISTRATION RIGHTS AGREEMENT, BY AND BETWEEN THE COMPANY AND THE PARTIES THERETO

2025 EQUITY INCENTIVE PLAN AND FORM OF AWARD AGREEMENTS

EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND SIMON C. PEDDER, DATED FEBRUARY 11, 2025

EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND MICHAEL J. ROBERTS, DATED FEBRUARY 11, 2025

EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND TIMOTHY L. MANESS, DATED FEBRUARY 11, 2025

EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND L. ARTHUR HEWITT, DATED FEBRUARY 11, 2025

COMPENSATION AGREEMENT BY AND BETWEEN CENTAUR BIO INC. AND SIMON PEDDER, DATED OCTOBER 1, 2023

COMPENSATION AGREEMENT BY AND BETWEEN CENTAUR BIO INC. AND MAC B CONSULTING LLC D/B/A MICHAEL J. ROBERTS, DATED OCTOBER 1, 2023

CONSULTING AGREEMENT BY AND BETWEEN CENTAUR BIO INC. AND ADAMANTEUS LLC, DATED MAY 31, 2023

CONSULTING AGREEMENT BY AND BETWEEN THE COMPANY AND L. ARTHUR HEWITT, DATED SEPTEMBER 5, 2024

SUBSIDIARIES OF ADAPTIN BIO, INC

CONSENT OF WITHUMSMITH+BROWN, PC

CONSENT OF KNAV CPA LLP

FILING FEE TABLE

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