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0001857044
0001857044
2025-06-30
2025-06-30
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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 30, 2025
INDAPTUS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40652 |
|
86-3158720 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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. |
As
previously reported on its Current Report on Form 8-K filed on June 13, 2025 (the “Prior 8-K”), on June 12, 2025, Indaptus
Therapeutics, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with
certain accredited investors (the “Purchasers”) for the offering (the “Offering”) in an ongoing private
placement of convertible promissory notes in the aggregate principal amount of approximately $2.3 million (the “Notes”) and
warrants (the “Warrants”) to purchase shares of common stock, par value $0.01 per share (“Common Stock”). The
first closing of the private placement occurred on June 12, 2025.
On
June 30, 2025, the Company entered into additional Purchase Agreements with Purchasers for the offering in the private placement of Notes
in the aggregate principal amount of approximately $3.4 million and Warrants to purchase shares of Common Stock, which closed on the
same day. The aggregate principal amount of the second and final closing of the private placement together with the first
closing, was approximately $5.7 million, before deducting the placement agent’s fees and other offering expenses.
The
Company intends to use the net proceeds from the Offering for research and development activities including the funding of a Phase 1b/2
clinical trial as well as for working capital and general corporate purposes.
The
Notes bear interest at the rate of 6% per year and will mature on July 28, 2026 (the “Maturity Date”). The Notes will convert,
together with accrued interest, into shares of the Company’s Common Stock (the “Conversion Shares”) on the date (the
“Conversion Date”) which is the earlier of (i) the date that is 30 days from the effectiveness of a reverse split effected
by the Company on Nasdaq (i.e. July 27, 2025), and (ii) the one-year anniversary from the issuance of the Notes. The conversion
price per share of Common Stock (the “Conversion Price”) will be equal to 80% of the average Nasdaq official closing price
of the Common Stock for the five trading days immediately preceding and including the Conversion Date, subject to a maximum conversion
price of $11.20.
If
after giving effect to the conversion of the Notes, any such holder of the Notes would beneficially own in excess of 4.99% or 9.99% of
the shares of Common Stock outstanding immediately after giving effect to such conversion, then in lieu of receipt of shares of Common
Stock upon conversion, the holder shall receive such pre-funded warrants, in substantially the same form as the Warrants, but with an
exercise price for the pre-funded warrants of $0.01 per share and no expiration date (the “Pre-Funded Warrants”).
Within
10 days of the later of the Conversion Date and the date stockholder approval is obtained, each Purchaser will receive a Warrant exercisable
for shares of the Company’s Common Stock in a number equal to 200% of the Conversion Shares. The Warrants are exercisable on the date which is the later of (i) the Conversion Date and (ii) the
date stockholder approval is obtained and will expire on the five year anniversary thereafter. The Warrants will have an exercise price
equal to the Conversion Price. Pursuant to the Purchase Agreements, the Company has agreed to file
a registration statement within 30 days of the Conversion Date providing for the resale of the Conversion Shares and shares of Common
Stock underlying the Warrants (the “Warrant Shares”). The Company has also agreed to use commercially reasonable efforts
to cause such registration statement to become effective within 60 days following the Conversion Date and to use commercially reasonable
efforts to keep such registration statement effective at all times until the earlier of (i) the date that no Purchaser owns any Conversion
Shares, Warrants or Warrant Shares issuable upon exercise thereof and (ii) the two year anniversary of the closing date.
In
compliance with Nasdaq Listing Rule 5635(d), the Company and the Purchasers agreed that the Company will not issue Conversion
Shares if it would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Convertible
Notes without breaching the Company’s obligations under Nasdaq Listing Rule 5635(d). Pursuant to the Purchase Agreement, the Company
agreed to hold a special stockholder meeting in order to seek stockholder approval which is currently scheduled to be held on July
25, 2025.
The
foregoing descriptions of the Purchase Agreement, Notes and Warrants are qualified by reference to the full text of such documents, a
form of each of which are filed as Exhibits 10.1, 10.2 and 10.3 to the Prior 8-K and are incorporated by reference herein.
Paulson
Investment Company, LLC (“Paulson”) served as the exclusive placement agent for the issuance and sale of securities of the
Company pursuant to a Placement Agent Agreement (the “PAA”) between the Company and Paulson. As compensation for such placement
agent services, the Company has agreed to pay Paulson an aggregate cash fee equal to 12.0% of the gross proceeds received by the Company
from the offering, and a non-accountable expense of $25,000. In addition, Paulson is entitled to certain tail rights for a period of
one year following the termination or expiration of the PAA. The Placement Agent will also receive warrants (the “Placement Agent
Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 12.0% of the Conversion Shares issuable
upon conversion of the Notes sold in the offering. The Placement Agent Warrants will have the same terms as the Warrants (except that
the Placement Agent Warrants contain a cashless exercise feature) and expire on the fifth anniversary of the issue date. The PAA contains
certain customary representations and warranties and indemnification obligations of the Company and Paulson.
A
description of the PAA is qualified by reference to the full text of such document, a form of which is filed as Exhibit 10.4 to the Prior
8-K and is incorporated by reference herein.
This
Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there
be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
| Item
2.03. |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
description of the Notes contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
| Item
3.02. |
Unregistered
Sales of Equity Securities. |
The
information contained above in Item 1.01 relating to the Notes, Pre-Funded Warrants, Warrants, Placement Agent Warrants and the
shares of common stock issuable upon the conversion or exercise of the Notes, Pre-Funded Warrants, Warrants and Placement Agent
Warrants are incorporated by reference into this Item 3.02 in its entirety. Based in part upon the representations of the Purchasers
in the Purchase Agreements and Paulson in the PAA, the offering and sale of the Notes, Pre-Funded Warrants, Warrants and Placement Agent
Warrants and the shares of Common Stock underlying each of the foregoing will be exempt from registration under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(c) of Regulation D promulgated under the
Securities Act. The issuances and sales of the Notes, Pre-Funded Warrants, Warrants, Placement Agent Warrants and the shares of Common
Stock underlying each of the foregoing will not be registered under the Securities Act or any state securities laws, and such securities
may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption
from the registration requirements.
| Item
7.01. |
Regulation FD Disclosure. |
On
July 1, 2025, the Company issued a press release announcing the pricing of the private placement described above in Item 1.01. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information included in this Item 7.01 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or
the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language
in any such filing, except as expressly set forth by specific reference in such filing.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of June 12, 2025, between the Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 13, 2025) |
| |
|
|
| 10.2 |
|
Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on June 13, 2025) |
| |
|
|
| 10.3 |
|
Form of Common Warrant (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on June 13, 2025) |
| |
|
|
| 10.4 |
|
Form of Placement Agent Agreement, dated as of May 9, 2025, by and between Indaptus Therapeutics, Inc. and Paulson Investment Company, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on June 13, 2025) |
| |
|
|
| 99.1 |
|
Press release, dated July 1, 2025 |
| |
|
|
| 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:
July 1, 2025
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Nir Sassi |
| |
Name: |
Nir
Sassi |
| |
Title: |
Chief
Financial Officer |
