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2026-02-11
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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): February 11, 2026
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.
On
February 11, 2026, Indaptus Therapeutics, Inc.
(the “Company”) entered into warrant repricing agreements (the “Repricing Agreements”) with certain holders (the
“Executing Holders”) of warrants to purchase an aggregate of 913,638 shares
of common stock of the Company that were originally issued in financing rounds during 2024 and 2025 at exercise prices ranging from $8.30
to $47.60 (the “Executing Warrants”). Pursuant to the Repricing Agreements, the Company agreed to reduce the per
share exercise prices of the Executing Warrants
to $1.75, which is equal to the “Minimum Price” as calculated in accordance with the
Nasdaq rules (the “Exercise Price Reduction”).
As a condition to the Exercise Price Reduction, the Executing Holders agreed to enter into a voting agreement pursuant to which the Executing
Holders agreed to vote all of the shares of common stock held by the Executing Holders in favor of all the proposals set forth on the
agenda for the special stockholder meeting scheduled on February 26, 2026 or at a postponement or an adjournment thereof (the “Voting
Agreement”).
In
addition, on February 11, 2026, with respect to the remaining warrants and placement agent warrants to purchase an aggregate of 762,787
shares of common stock that were issued in the same financing rounds described above, the board of directors of the Company unilaterally
reduced their per share exercise prices to $1.75.
Other than the reduction in the per share exercise
price, all other terms and provisions of the warrants described above remain unchanged.
The
foregoing description of the Repricing Agreements and the Voting Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of each, the forms of which are filed as Exhibit 10.1 and 10.2, respectively, and incorporated by reference
herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Form
of Warrant Repricing Agreement |
| 10.2 |
|
Form
of Voting Agreement |
| 104 |
|
Cover
Page Interactive Data File |
Additional
Information and Where to Find It
This
Current Report may be deemed to be solicitation material in respect of the proposals at the Special Meeting of the Company to be
held on February 26, 2026 (the “Proposals”). In connection with the Proposals, the Company has filed the Definitive
Proxy Statement and may file other materials with the SEC. INVESTORS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSALS. Investors and stockholders are able to obtain the documents free of charge at the SEC’s
website at www.sec.gov, or upon request from the Company’s Investor Relations contacts.
Participants
in the Solicitation
The
Company and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants”
in the solicitation of proxies from stockholders of the Company in connection with the Proposals. Information about the Company’s
directors and executive officers is set forth in the Company’s Proxy Statement on Schedule 14A which was filed with the SEC on
January 21, 2026 (the “Proxy Statement”). Please refer to the “Executive Compensation,” “Certain Relationships
and Related Person Transactions,” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy
Statement. Additional information concerning the interests of the Company’s participants in the solicitation, which may, in some
cases, be different than those of the Company’s shareholders generally, is included in the Proxy Statement.
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:
February 12, 2026
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Nir Sassi |
| |
Name: |
Nir
Sassi |
| |
Title: |
Chief
Financial Officer |
