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2025-06-25
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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 25, 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
3.03. |
Material
Modification to Rights of Security Holders. |
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
| Item
5.03. |
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As
previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
June 11, 2025, Indaptus Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders on June 10, 2025
(the “Annual Meeting”). At the Annual Meeting, the stockholders approved, among other things, a proposal to approve an
amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, in the form set forth on Appendix
A attached to the proxy statement with respect to the Annual Meeting that the Company filed with the SEC on April 28, 2025
(the “Proxy Statement”), to effect a reverse stock split (the “Proposed Reverse Stock Split”) with respect
to its issued and outstanding common stock, par value $0.01 per share, at a ratio of 1-for-5 to 1-for-28 (the “Range”),
with the ratio at which the Proposed Reverse Stock Split would be effected to be a ratio within the Range to be determined at the
discretion of the Company’s board of directors (the “Board”) and included in a public announcement by the Company
before the effectiveness of the Proposed Reverse Stock Split.
The
Board approved a 1-for-28 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01 per
share, (the “Reverse Stock Split”), and on June 26, 2025, the Company filed with the Secretary of State of the State of Delaware
a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect
the Reverse Stock Split, which became effective as of 5:00 p.m. Eastern Time on June 26, 2025. The Company’s common stock will
begin trading on a split-adjusted basis when the market opens on June 27, 2025 on the Nasdaq Capital Market.
When
the Reverse Stock Split became effective, every twenty eight (28) shares of the Company’s issued and outstanding common stock were
automatically converted into one (1) share of common stock, without any change in the par value per share. In addition, a proportionate
adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and
warrants entitling the holders to purchase common stock. No fractional shares were issued if, as a result of the Reverse Stock Split,
a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they held before the
Reverse Stock Split was not evenly divisible by the split ratio. Instead, each stockholder is entitled to receive a cash payment in lieu
of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise
be entitled multiplied by the closing price per share as reported by the Nasdaq Capital Market (as adjusted to give effect to the Reverse
Stock Split) on June 26, 2025.
The
Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “INDP.” The new CUSIP number
for common stock following the Reverse Stock Split is 45339J 204.
VStock
Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For
more information about the Reverse Stock Split, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
On
June 25, 2025, the Company announced that the Board approved a one-for-twenty eight (1-for-28) reverse stock split of its common stock
that became effective after trading closed on June 26, 2025.
A
copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Amended And Restated Certificate of Incorporation of Indaptus Therapeutics, Inc. |
| |
|
|
| 99.1 |
|
Press release, dated June 25, 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:
June 26, 2025
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Nir Sassi |
| |
Name: |
Nir
Sassi |
| |
Title: |
Chief
Financial Officer |
