Indaptus Therapeutics Inc SEC Filings

Indaptus Therapeutics, Inc. (INDP) filed a Form S-3 to register up to $200,000,000 of common stock, preferred stock, subscription rights, debt securities, warrants and units for sale from time to time. The company reports its common shares trade on Nasdaq under INDP (last reported sale $8.24 on August 12, 2025) and calculates an aggregate market value of common stock held by non-affiliates of $4,480,124 based on 62,211 non-affiliate shares and a $12.87 per-share price used from July 9, 2025. The company sold $5,134,997 of securities under Form S-3 rules during the prior 12 months.

Operationally, Indaptus describes progress with its lead clinical candidate Decoy20: cGMP manufacturing completed, FDA IND allowed May 2022, Phase 1 single-dose and weekly-dosing parts conducted with observed pharmacodynamics, rapid blood clearance and transient biomarker induction. By May 2025 the company had enrolled 13 single-dose and 32 weekly-dose participants; in June 2025 it dosed the first participant in a combination study with BeOne/Tislelizumab and had enrolled 6 combination-study participants by August 2025. Safety events reported include dose-limiting toxicities (grade 3 bradycardia; grade 3 ALT), cytokine release syndrome in six participants (resolved 24-72 hours) and one related serious adverse event in the combination study (resolved within 72 hours). The company implemented a 1-for-28 reverse stock split effective June 26, 2025. Use of proceeds is stated as research and development, clinical trials, manufacturing, working capital and general corporate purposes.

Indaptus Therapeutics is a clinical-stage biotechnology company developing Decoy20, a systemically administered immunotherapy. For the six months ended June 30, 2025, the company reported a net loss of $9.76 million and used approximately $9.1 million of cash in operations. Cash and cash equivalents were $6.16 million at period end, which management estimates funds operations into the fourth quarter of 2025 under the current plan. The company had an accumulated deficit of $70.2 million and recorded a stockholders equity (deficit) of $(1.67) million as of June 30, 2025, with management stating there is substantial doubt about the companys ability to continue as a going concern.

The increase in research and development expense to $4.98 million for the six months (up 50.6% year-over-year) was driven mainly by higher clinical trial costs for the Phase 1 Decoy20 program. Management completed several financings during the period: a January 2025 private placement raising approximately $2.0 million net, sales under a Standby Equity Purchase Agreement (SEPA) that generated approximately $1.75 million net, and a June 2025 private placement of convertible notes with gross proceeds of approximately $5.7 million (measured at fair value of $6.50 million on June 30). The company effected a 1-for-28 reverse stock split to regain Nasdaq minimum bid price compliance, and subsequent conversion of the Notes in July 2025 and related warrant issuances resulted in the company satisfying the Nasdaq minimum stockholders equity requirement of $2.5 million.

Indaptus Therapeutics (Nasdaq: INDP) filed an 8-K disclosing that its board executed a 1-for-28 reverse stock split of issued and outstanding common shares.

The Certificate of Amendment was filed in Delaware on 26 June 2025 and became effective at 5:00 p.m. ET. Split-adjusted trading begins 27 June 2025. Every twenty-eight shares automatically converted into one; no change to the $0.01 par value.

• No fractional shares: holders receive cash based on the 26 June Nasdaq closing price.
• All outstanding options and warrants were proportionally adjusted.
• Post-split shares continue to trade under ticker INDP; new CUSIP: 45339J 204.
• VStock Transfer, LLC will serve as exchange agent.

Indaptus Therapeutics, Inc. (Nasdaq: INDP) has called a Special Meeting of Stockholders for July 25, 2025 at 10:00 a.m. Eastern Time at its New York headquarters. The record date is June 16, 2025, with 16,034,444 common shares outstanding and entitled to one vote each. The Board is soliciting proxies through this DEF 14A to obtain shareholder approval for two key proposals tied to an ongoing Rule 506(c) private placement of convertible notes and warrants.

• Issuance Proposal (Nasdaq Rule 5635(d)): Authorizes the issuance of common stock upon (i) conversion of the private-placement convertible notes and (ii) exercise of a series of warrants (common, pre-funded and placement-agent) arising from the same financing.
• Related-Party Proposal (Nasdaq Rule 5635(c)): Approves the issuance of common stock to the Company’s Chief Executive Officer and Director upon conversion of any such notes and upon exercise of related warrants that may be allotted to him.

Approval is required to comply with Nasdaq’s shareholder-approval rules because (i) the aggregate share issuance could exceed 20% of outstanding equity (Rule 5635(d)) and (ii) a director/CEO is a potential investor in the financing (Rule 5635(c)). Shareholders may vote by telephone, Internet, mail or in person; proxies are revocable, and in-person voting is permitted even after a proxy is submitted. Attendees must pre-register with building security and present photo ID; the Company may shift to a virtual format via a future Form 8-K if necessary.

Aside from routine matters and potential adjournments, no further business is scheduled. The Board recommends shareholders vote FOR each proposal.