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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
January
8, 2026
Date
of Report (Date of earliest event reported)
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 8, 2026, the Board of Directors (the “Board”) of Indaptus Therapeutics, Inc. (the “Company”) increased
its size from eight to nine members and appointed David Natan to fill the vacancy.
David
Natan was appointed as a Class II director and will serve a term expiring at the 2026 annual meeting of stockholders, at which point
he will stand for election by the shareholders. Mr. Natan is a nominee designated by Mr. David E. Lazar in exercise of Mr. Lazar’s
right to recommend three individuals to the Board under a securities purchase agreement dated December 22, 2025.
Mr.
Natan currently serves as President and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial
officer services to public and private companies in a variety of industries, both domestically and internationally, since 2007. From
2010 to May 2020, Mr. Natan served as Chief Executive Officer of ForceField Energy, Inc. (OTCMKTS: FNRG), a company focused on the solar
industry and LED lighting products sourced from China. From February 2002 to November 2007, Mr. Natan served as Executive Vice President
of Reporting and Chief Financial Officer of Pharma Net Development Group, Inc., a drug development services and clinical trials company,
and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations, Inc., a manufacturer and
marketer of oil analysis instruments and speakers and speaker components. Prior to that, Mr. Natan served various roles in increasing
responsibility with Deloitte & Touche LLP, a global accounting and consulting firm. Mr. Natan currently serves as a member of the
Board of Directors and Chair of the Audit Committee of Sunshine Biopharma, Inc. (Nasdaq: SBFM), a pharmaceutical and nutritional supplement
company, since February 2022. Additionally, since April 2024, Mr. Natan has served as a member of the Board of Directors and Audit Committee
Chair of FIEE, Inc., a technology company specializing in SAAS solutions and Al software development, primarily in Hong Kong. Mr. Natan
is a CPA (inactive), holds a B.A. in Economics from Boston University, and was appointed to Omicron Delta Epsilon, an international honor
society in the field of Economics. Mr. Natan’s extensive experience as an executive, his background in finance, and his exposure
to public companies qualifies him to be on our Board.
Mr.
Natan was appointed as a member of the Audit Committee replacing Mr. Avraham Ben-Tzvi whom the Company intends to engage as
a paid consultant and who will continue to serve as a director on the Board. In connection with Mr. Natan’s appointment to
the Board and the Audit Committee, the Board has determined that Mr. Natan satisfies the definition of “independent director”
and the heightened independence standards for service on the Board’s Audit Committee under the NASDAQ listing standards.
Mr.
Natan will participate in the Company’s non-employee director compensation plan attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number |
|
Description |
| 10.1+ |
|
Indaptus Therapeutics, Inc. Non-Employee Director Compensation Program (Effective April 2, 2023) (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2023) |
| 104 |
|
Cover
Page Interactive Data File |
+ Indicates a management contract or compensatory plan or arrangement.
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:
January 8, 2026
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Nir Sassi |
| |
Name: |
Nir
Sassi |
| |
Title: |
Chief
Financial Officer |
