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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 17, 2026
INDAPTUS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40652 |
|
86-3158720 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 3 Columbus
Circle 15th Floor |
|
|
| New York, New York |
|
10019 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(646)
427-2727
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of
each class |
|
Trading Symbol |
|
Name of each
exchange on which registered |
| Common Stock, $0.01 par
value |
|
INDP |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
June 17, 2026, Indaptus Therapeutics, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase
Agreement”) with certain non-U.S. accredited investors named therein (collectively, the “Purchasers”),
pursuant to which the Company agreed to issue and sell an aggregate of 20,000,000 shares of its common stock, par value $0.01 per share
(the “Common Stock”), at a purchase price of $0.60 per share (the “Private Placement”).
The aggregate gross proceeds to the Company from the Private Placement were approximately $12,000,000, before deducting offering expenses
payable by the Company. The shares of Common Stock issued in this Private Placement represented less than 20% of the Company’s
issued and outstanding Common Stock prior to the execution of the Purchase Agreement. This Private Placement was conducted directly by
the Company, and no commissions or other compensation were paid in connection with it.
Under
the Purchase Agreement, each Purchaser was granted certain registration rights with respect to the shares of Common Stock purchased in
the Private Placement. The Company is required to prepare and file a registration statement with the Securities and Exchange Commission
(the “SEC”) covering the resale of such shares of Common Stock on or before a date that is 90 days following
the closing of the Private Placement, and to use its best efforts to have the registration statement declared effective within 75 days
after the actual date on which such registration statement is filed with the SEC, or, if the registration statement is subject to SEC
review, within such additional period as is reasonably necessary. The Company has agreed to bear all fees and expenses incurred in connection
with the registration of the registrable securities.
The
Purchase Agreement contains customary representations, warranties and covenants of the parties. The closing of the Private Placement
is subject to customary closing conditions and occurred on the same date.
Each
Purchaser has represented that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”), and that it has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment in the shares of Common Stock. Each Purchaser further
represented that it qualifies to participate in the Private Placement conducted in reliance on Regulation S under the Securities Act,
including that it is a non-U.S. person (as defined in Regulation S).
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
form of Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K concerning the offer and sale of the Common Stock to the Purchasers
pursuant to the Purchase Agreement is incorporated herein by reference.
The
shares of Common Stock issued in connection with the Purchase Agreement were issued in reliance upon the exemptions from registration
afforded by Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. The Private Placement was conducted in offshore
transactions, as defined in Rule 902(h) of Regulation S, to persons who represented that they were not “U.S. persons,” as
defined in Rule 902(k) of Regulation S, and were not acquiring the shares for the account or benefit of any U.S. person. The Company
did not engage in any directed selling efforts, as defined in Rule 902(c) of Regulation S, in the United States in connection with the
Private Placement. The shares of Common Stock are restricted securities as defined in Rule 144(a)(3) under the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Stock Purchase Agreement, dated June 17, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
June 24, 2026
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Junyi Dai |
| |
Name: |
Junyi Dai |
| |
Title: |
Chief Executive Officer |
