Indaptus corrects dilution math on $100M ATM

Indaptus corrects dilution math in its $100 million at-the-market common stock program, with no shares yet sold under the agreement.

Rhea-AI Filing Summary

Indaptus Therapeutics, Inc. (INDP) filed an amendment to its at-the-market offering prospectus covering the potential sale of up to $100,000,000 of common stock under an Amended and Restated At-The-Market Offering Agreement with H.C. Wainwright & Co. The amendment’s sole purpose is to fully replace and correct the prior dilution section, fixing clerical errors in the June 30, 2026 net tangible book value calculations and related dilution figures. As of this amendment, no shares have been sold under the program. Based on an assumed sale at $1.14 per share, pro forma net tangible book value would rise from $0.09 to $0.49 per share, implying illustrative dilution of $0.65 per share to new investors.

Filing Explained

Potential full use could add 87,719,298 shares, but no shares had been sold under the ATM as of September 4.

The filing remains at the no-sale stage: as of September 4, no shares had been sold under the ATM, so this arrangement has not yet changed the share count, while it preserves capacity for gradual future sales of up to $100,000,000.

Its full-use illustration assumes 87,719,298 shares issued at $1.14 each, but sales may occur from time to time at varying prices; the illustration is not a committed issuance.

Existing holders also face a further conditional dilution path from 88,556 options and 1,788,729 warrants outstanding at June 30, 2026; if exercised, these instruments would add shares and reduce existing ownership percentages.

As of June 30, reported cash and short-term investments were $11,553,820; that liquidity equals 545.4 days of the last reported quarterly operating cash use.

A future takedown supplement, if filed, would provide the specific size, price, and fees for any sale under this registration.

Sources and calculations

• September 4, 2026 Form 424B5 amendment (2026-09-04)
• At-the-market program definition (2026-07-17)
• Dilution definition (2026-07-17)
• Prospectus supplement purpose (2026-07-17)
• Indaptus Therapeutics second-quarter 2026 fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($7,553,820 + $4,000,000) / ($1,927,634 / 91) = 545.4 days

Key Figures

ATM program size: $100,000,000 aggregate offering price of common stock Net tangible book value: $11.4 million Net tangible book value per share: $0.09 per share +5 more

8 metrics

ATM program size $100,000,000 aggregate offering price of common stock Maximum aggregate sales under the Amended and Restated At-The-Market Offering Agreement

Net tangible book value $11.4 million As of June 30, 2026, before giving effect to the ATM offering

Net tangible book value per share $0.09 per share Based on 133,242,324 shares outstanding as of June 30, 2026

Pro forma net tangible book value per share $0.49 per share Assuming $100,000,000 of sales at $1.14 per share under the ATM

Immediate dilution per share $0.65 per share Illustrative dilution to new investors at $1.14 per share offering price

Assumed shares sold in example 87,719,298 shares Illustrative number of shares sold at $1.14 to raise $100,000,000

Shares outstanding 133,242,324 shares Common stock issued and outstanding as of June 30, 2026

Options and warrants outstanding 88,556 options; 1,788,729 warrants Outstanding as of June 30, 2026, excluding from dilution table

Key Terms

At-The-Market Offering Agreement, net tangible book value, General Instruction I.B.6 of Form S-3, dilution, +1 more

5 terms

At-The-Market Offering Agreement financial

"pursuant to the Amended and Restated At-The-Market Offering Agreement"

An at-the-market offering agreement lets a public company sell newly issued shares into the open market over time at the current trading price through an appointed broker, rather than all at once. Investors care because it provides the company flexible access to cash but can slowly reduce each existing shareholder’s ownership and put downward pressure on the stock price—like a shop owner quietly adding items for sale to a crowded shelf.

net tangible book value financial

"our net tangible book value as of June 30, 2026 was approximately"

Net tangible book value is the per-share value of a company if you take all its physical assets and cash, subtract what it owes, and ignore intangible items like patents or brand names. Think of it like the cash you’d split among owners if a business sold its furniture and buildings but not its reputation. Investors use it as a conservative benchmark to judge whether a stock is cheaply priced relative to hard, sellable assets.

General Instruction I.B.6 of Form S-3 regulatory

"aggregate market value of our outstanding Common Stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3"

dilution financial

"correct a clerical error in the mathematical calculations regarding our net tangible book value"

Dilution occurs when a company issues additional shares, increasing the total number of shares outstanding. This can reduce the ownership percentage and voting power of existing shareholders, similar to slicing a pie into more pieces—each piece becomes smaller. For investors, dilution can mean a reduced stake in the company and potentially lower earnings per share, affecting the value of their investment.

prospectus supplement regulatory

"prospectus supplement dated August 31, 2026 (the “Prior Prospectus Supplement”)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What is Indaptus Therapeutics (INDP) registering in this amended 424B5 filing?

Indaptus Therapeutics is maintaining an at-the-market program to offer and sell up to $100,000,000 of its common stock under an Amended and Restated At-The-Market Offering Agreement with H.C. Wainwright & Co., acting as sales agent and/or principal.

What is the purpose of this Amendment No. 1 for INDP?

The amendment is filed solely to amend, restate and supersede the prior “Dilution” section, correcting clerical errors in the calculations of net tangible book value as of June 30, 2026, net tangible book value per share, and the related immediate dilution to new investors.

Has Indaptus (INDP) sold any shares under the at-the-market offering so far?

As of the date of Amendment No. 1, Indaptus states that it has not sold any shares of common stock under the prior prospectus supplement pursuant to the Amended and Restated At-The-Market Offering Agreement.

How much dilution could new INDP investors face under the illustrative scenario?

Using an assumed offering price of $1.14 per share and $100,000,000 in aggregate sales, pro forma net tangible book value per share would be $0.49, resulting in an illustrative immediate dilution of about $0.65 per share to new investors.

What was Indaptus’s net tangible book value before and after the assumed offering?

As of June 30, 2026, net tangible book value was about $11.4 million, or $0.09 per share. On a pro forma basis, assuming $100,000,000 of sales at $1.14 per share, it would rise to about $108.3 million, or $0.49 per share.

How many INDP shares are assumed sold and outstanding in the dilution example?

The dilution example assumes the sale of 87,719,298 shares at $1.14 per share for $100,000,000 of gross proceeds. It is based on 133,242,324 shares of common stock issued and outstanding as of June 30, 2026, before the offering.

What additional potential dilution over time does Indaptus (INDP) disclose?

Indaptus notes further potential dilution from 88,556 options under its 2021 Plan and 1,788,729 warrants outstanding as of June 30, 2026, as well as from any future equity or convertible debt financings it may undertake.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/04/2026 - 04:00 PM Accepted by SEC EDGAR 09/04/2026 - 04:00 PM Learn about SEC filing dates

As Filed Pursuant to Rule 424(b)(5)

Registration No. 333-289573

AMENDMENT NO. 1 DATED SEPTEMBER 4, 2026

TO PROSPECTUS SUPPLEMENT DATED AUGUST 31, 2026

(To Prospectus dated August 20, 2025)

INDAPTUS THERAPEUTICS, INC.

Up to $100,000,000

Shares of Common Stock

This Amendment No. 1 to prospectus supplement (“Amendment No. 1”) amends and supplements the information in the prospectus, dated August 20, 2025 (the “Base Prospectus”, filed as part of our registration statement on Form S-3 (File No. 333-289573), as supplemented by our prospectus supplement dated August 31, 2026 (the “Prior Prospectus Supplement” and collectively with the Base Prospectus, the “Prior Prospectuses”). This Amendment No. 1 should be read in conjunction with the Prior Prospectuses together with the documents incorporated by reference herein and therein, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This Amendment No. 1 is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

We filed the Prior Prospectuses to register the offer and sale from time to time of our shares of common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000, pursuant to the Amended and Restated At-The-Market Offering Agreement, dated August 28, 2026 (the “Offering Agreement”), between us and H.C. Wainwright & Co., LLC, acting as sales agent and/or principal.

As of the date of this Amendment No. 1, we have not sold any shares of Common Stock under the Prior Prospectus Supplement pursuant to the Offering Agreement.

The sole purpose of this Amendment No. 1 is to amend, restate and supersede in its entirety the section entitled “Dilution” beginning on page S-11 of the Prior Prospectus Supplement to correct a clerical error in the mathematical calculations regarding our net tangible book value as of June 30, 2026, our net tangible book value per share, and the resulting immediate dilution effect to new investors purchasing our Common Stock in this offering.

Our shares of Common Stock are traded on the Nasdaq Capital Market under the symbol “INDP.” The last reported sale price of our shares of Common Stock, as reported on the Nasdaq Capital Market on September 2, 2026 was $1.17.

As of the date of this Amendment No. 1, the aggregate market value of our outstanding Common Stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was approximately $116,941,071.4, which was calculated based on 133,242,324 shares of Common Stock outstanding, as of August 26, 2026, of which 38,594,413 shares were held by non-affiliates, and a price per share of $3.03 which was the closing sale price of our Common Stock on the Nasdaq Capital Market on July 2, 2026, which was a date within the prior 60 days. We are therefore not subject to the limitations under General Instruction I.B.6. of Form S-3 as of the date of this Amendment No. 1.

Investing in our shares of Common Stock involves risks. See the section entitled “Risk Factors” beginning on page S-6 of the Prior Prospectus Supplement and in the documents we incorporate by reference into the Prior Prospectuses.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is September 4, 2026

DILUTION

If you purchase shares of our Common Stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per share of our Common Stock after this offering. Our net tangible book value as of June 30, 2026 was approximately $11.4 million, or approximately $0.09 per share based on 133,242,324 shares of Common Stock issued and outstanding as of June 30, 2026. Net tangible book value per share is equal to total tangible assets minus the sum of total tangible liabilities divided by the total number of shares outstanding as of June 30, 2026.

After giving effect to the sale of our Common Stock during the term of the Offering Agreement with Wainwright in the aggregate amount of up to $100,000,000 at an assumed offering price of $1.14 per share, the last reported sale price of our Common Stock on the Nasdaq Capital Market on August 26, 2026, and after deducting commissions and estimated aggregate offering expenses payable by us, our pro forma net tangible book value as of June 30, 2026 would have been approximately $108.3 million, or approximately $0.49 per share of our Common Stock. This amount represents an immediate increase in pro forma net tangible book value to existing stockholders of approximately $0.40 per share and an immediate dilution in pro forma net tangible book value of approximately $0.65 per share to purchasers of our shares of Common Stock in this offering, as illustrated in the following table:

Assumed public offering price per share						$	1.14
Net tangible book value per share as of June 30, 2026		$	0.09
Increase per share attributable to new investors in this offering		$	0.40
Pro forma net tangible book value per share as of June 30, 2026 after giving effect to this offering		$	0.49
Dilution in net tangible book value per share to new investors in this offering						$	0.65

The table above assumes for illustrative purposes that an aggregate of 87,719,298 shares of our Common Stock are sold during the term of the Offering Agreement with Wainwright at a price of $1.14 per share, the last reported sale price of our Common Stock on the Nasdaq Capital Market on August 26, 2026, for aggregate gross proceeds of $100,000,000. The shares subject to the Offering Agreement with Wainwright will be sold, if at all, from time to time at prices that may vary. This information is supplied for illustrative purposes only.

The number of shares of Common Stock that will be outstanding after this offering as shown above is based on 133,242,324 shares issued and outstanding as of June 30, 2026 and assumes no exercise of outstanding options or warrants to purchase additional shares and excludes as of June 30, 2026:

●	88,556 shares of Common Stock issuable upon exercise of outstanding options under our Indaptus 2021 Stock Incentive Plan, or the 2021 Plan*, at a weighted exercise price of $64.38; and
●	1,788,729 shares of Common Stock issuable upon exercise of warrants outstanding as of June 30, 2026 at a weighted average exercise price of $19.57, including warrants to purchase 1,676,425 shares whose exercise prices were reduced to $1.75 per share on February 11, 2026.

* Note: As disclosed in our current report on Form 8-K filed with the SEC on August 13, 2026 and relating to our 2026 annual meeting of stockholders, our Board has adopted and our stockholders have approved the Indaptus Therapeutics, Inc. 2026 Stock Incentive Plan, or the 2026 Plan, and the 2021 Plan has been terminated as to future grants with no additional awards to be granted thereunder. Outstanding awards previously granted under the 2021 Plan will remain outstanding in accordance with their existing terms and the terms of the 2021 Plan.

To the extent that options or warrants are exercised or any outstanding restricted stock units vest and are settled in shares of Common Stock, there may be further dilution to new investors.

To the extent that outstanding options or warrants outstanding as of June 30, 2026 have been or may be exercised or unvested restricted stock units have been or may be issued, investors purchasing our Common Stock in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.