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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) November 13, 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
2.02. Results of Operations and Financial Condition.
On
November 13, 2026, Indaptus Therapeutics, Inc. (the “Company”) issued a press release (the “Press
Release”) announcing its financial results for the quarter ended September 30, 2026. A copy of the Press Release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
Press Release contains certain business updates and forward-looking statements regarding the Company’s expectations, plans and
prospects. The information in this Current Report on Form 8-K (including 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, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Indaptus Therapeutics, Inc., dated November 13, 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:
November 13, 2026
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Yu Ding |
| |
Name: |
Yu
Ding |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1

Indaptus
Therapeutics Reports Third Quarter 2026 Financial Results and Provides Corporate Update
NEW
YORK (November 13, 2026) – Indaptus Therapeutics, Inc. (Nasdaq: INDP) (“Indaptus” or the “Company”),
a biotechnology company dedicated to immunotherapy research, today announced financial results for the third quarter and nine months
ended September 30, 2026, and provided a corporate update.
Junyi Dai, Indaptus Therapeutics’ Chief Executive Officer and Chairman of the Board, commented, “Our strategic objective
is to position Indaptus for its next phase of growth by actively pursuing innovative opportunities with significant long-term potential
and expanding the Company’s strategic focus into promising areas of medical innovation. We believe the successful completion of
our approximately $24.0 million private placement provides an important foundation to advance this vision, giving us the financial resources
and strategic flexibility to explore new opportunities and build long-term shareholder value.
“We
are particularly excited about the opportunity to explore the potential of an innovative neurotechnology- and neural-network-based device
for certain sleep-related conditions. We believe this area represents an intriguing opportunity to investigate novel approaches to addressing
unmet needs in sleep-related health. Through early-stage research and preclinical evaluation, we hope to further assess its scientific
potential and explore a possible development pathway toward a future FDA submission.
“Our
ambition is to position Indaptus for its next phase of growth by pursuing innovative opportunities with meaningful potential. We intend
to move forward with energy and conviction, while maintaining a disciplined approach to capital allocation and focusing our resources
on opportunities that we believe can create meaningful long-term value for our shareholders.”
Key
Highlights
| ● |
September 2026 private placement. On
September 8, 2026, the Company entered into a private placement for 20,338,974 shares of common stock and aggregate gross proceeds
of approximately $24.0 million. The transaction closed on October 16, 2026; approximately $20.5 million had been received by September
30, 2026, and the remaining approximately $3.5 million was received in October. The Company currently intends to use the net proceeds
from the Private Placement for working capital, research and development and other general corporate purposes, which may include early-stage
research and preclinical evaluation of a potential neurotechnology and neural-network-based device for certain sleep-related conditions,
with a view toward a potential future FDA submission. |
| |
|
| ● |
Liquidity position. As
of September 30, 2026, the Company had approximately $26.6 million in cash and cash equivalents and $4.0 million in short-term investments,
consisting of certificates of deposit that are redeemable on demand. In addition, the Company received approximately $3.5 million in
remaining proceeds from the September 2026 Private Placement in October 2026. Based on its current operating plan, management believes
that these resources provide sufficient liquidity to fund the Company’s anticipated operating expenses and capital expenditure
requirements and support its planned research and development activities. |
Financial
Highlights for the Third Quarter and Nine Months Ended September 30, 2026
Research
and development expenses decreased 82% to approximately $0.3 million for the third quarter of 2026, compared with approximately $1.5
million for the same period in 2025. For the first nine months of 2026, research and development expenses decreased 83% to approximately
$1.1 million, compared with approximately $6.5 million in 2025. The decreases were primarily attributable to lower clinical costs related
to the Decoy20 Phase 1 study and lower payroll and related expenses following reductions in headcount and base salaries.
General
and administrative expenses decreased 24% to approximately $0.9 million for the third quarter of 2026, compared with approximately $1.1
million for the same period in 2025. For the first nine months of 2026, general and administrative expenses decreased 23% to approximately
$4.0 million, compared with approximately $5.2 million in 2025. The decreases were primarily attributable to lower expenses related to
the transition of management and lower payroll and related expenses following reductions in headcount and base salaries. For the nine
months ended September 30, 2026, these decreases were partially offset by a $0.5 million termination fee incurred in connection with
the termination of the ATM Agreement.
Net
loss decreased to approximately $1.0 million for the third quarter of 2026, compared with approximately $3.0 million for the same period
in 2025. For the first nine months of 2026, net loss decreased to approximately $5.4 million, compared with approximately $12.7 million
in 2025. Basic and diluted net loss per share was approximately $0.01 for the third quarter of 2026 and $0.06 for the first nine months
of 2026, compared with $2.98 and $18.48, respectively, for the corresponding periods in 2025.
As
of September 30, 2026, the Company had approximately $30.6 million in cash, cash equivalents and short-term investments. Net cash used
in operating activities was approximately $10.4 million for the nine months ended September 30, 2026. The Company received approximately
$20.5 million in proceeds from the September 2026 private placement during the third quarter. As the transaction closed on October 16,
2026, these proceeds were recorded as “Proceeds received pending share issuance” under current liabilities on the September
30, 2026 condensed consolidated balance sheet.
About
Indaptus Therapeutics
Indaptus
Therapeutics is a biotechnology company dedicated to immunotherapy research. The Company’s patented Decoy technology uses attenuated
and killed, non-pathogenic Gram-negative bacteria designed to activate multiple components of innate and adaptive immunity while reducing
systemic toxicity. The Company is evaluating the Decoy platform and existing therapeutic assets, including potential licensing, partnership
and other strategic opportunities.
The
Company seeks to better understand the relationship among sleep, physical recovery, neurological function and immune status, which could
potentially support future immunotherapy evaluation, patient recovery monitoring and biomarker research. The Company is also evaluating
complementary research initiatives, including early-stage research and preclinical evaluation of a potential neurotechnology and neural-network-based
device for certain sleep-related conditions. The scope and timing of any such activities will depend on scientific validation, strategic
fit, market opportunities, available resources, regulatory considerations and other business factors.
Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include
statements regarding management’s expectations, beliefs and intentions concerning, among other things, the Company’s ability
to use the proceeds from the September 2026 private placement for working capital, research and development and other general corporate
purposes; the potential scope and progress of early-stage research and preclinical evaluation of a potential neurotechnology and neural-network-based
device for certain sleep-related conditions and any potential future FDA submission; the Company’s review of the Decoy platform
and Decoy20; potential licensing, partnership and other strategic opportunities; research collaborations and complementary research initiatives;
the Company’s strategic review and potential investments in or acquisitions of operating businesses; the sufficiency of the Company’s
cash, cash equivalents and short-term investments to fund its activities; the Company’s cash runway and ability to raise additional
capital; and the Company’s future results of operations and financial condition.
Forward-looking
statements can be identified by words such as “believe,” “expect,” “intend,” “plan,”
“may,” “should,” “could,” “might,” “seek,” “target,” “will,”
“project,” “forecast,” “continue” or “anticipate,” or their negatives or variations,
or by the fact that the statements do not relate strictly to historical matters. Forward-looking statements are inherently subject to
risks and uncertainties that could cause actual results to differ materially, including: the Company’s limited operating history
and history of losses; the need for, and ability to raise, additional capital; dilution from future financings; the Company’s ability
to identify, negotiate and complete strategic transactions and realize anticipated benefits; risks associated with investments, acquisitions
and expansion into new research or business areas; the absence of active clinical development programs and the discontinuation and wind-down
of Decoy20 clinical activities; uncertain outcomes and costs of research, preclinical and clinical development; the possibility that
any research initiative or potential product candidate may not demonstrate sufficient scientific merit or obtain regulatory approval;
reliance on third parties; competition; protection of proprietary or licensed technology; compliance with healthcare, securities and
other laws; information technology failures, cyberattacks and cybersecurity deficiencies; Nasdaq continued-listing risks; stock-price
volatility; and unfavorable global economic conditions.
These
and other important factors discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, and in the Company’s other filings with the Securities and Exchange Commission, could cause
actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements speak only
as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included herein. Except
as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement to reflect subsequent
events or circumstances.
Contact:
investors@indaptusrx.com
| Indaptus Therapeutics | Third Quarter 2026 Financial Results and Corporate Update |
INDAPTUS
THERAPEUTICS, INC.
Unaudited
Condensed Consolidated Balance Sheets
| | |
As of September
30, | | |
As of December
31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash
equivalents | |
$ | 26,604,443 | | |
$ | 8,507,628 | |
| Short-term investments | |
| 4,000,000 | | |
| - | |
| Prepaid
expenses and other current assets | |
| 607,542 | | |
| 802,540 | |
| | |
| | | |
| | |
| Total
assets | |
$ | 31,211,985 | | |
$ | 9,310,168 | |
| | |
| | | |
| | |
| Liabilities
and stockholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and other
current liabilities | |
$ | 329,926 | | |
$ | 6,158,575 | |
| Proceeds
received pending share issuance (Note 6h) | |
| 20,549,933 | | |
| - | |
| Total
liabilities | |
| 20,879,859 | | |
| 6,158,575 | |
| | |
| | | |
| | |
| Commitments and contingencies
(Note 7) | |
| - | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock: $0.01 par value, 1,000,000,000
and 200,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 133,242,324 shares issued and outstanding as of
September 30, 2026 and 2,167,324 shares issued and outstanding as of December 31, 2025 | |
| 1,332,424 | | |
| 21,674 | |
| Preferred stock: $0.01 par value, 5,000,000
shares authorized as of September 30, 2026 and December 31, 2025; no shares issued and outstanding as of September 30, 2026 and 1,000,000
shares issued and outstanding as of December 31, 2025 | |
| - | | |
| 10,000 | |
| Additional paid-in capital | |
| 95,672,510 | | |
| 84,408,018 | |
| Accumulated
deficit | |
| (86,672,808 | ) | |
| (81,288,099 | ) |
| | |
| | | |
| | |
| Total
stockholders’ equity | |
| 10,332,126 | | |
| 3,151,593 | |
| | |
| | | |
| | |
| Total
liabilities and stockholders’ equity | |
$ | 31,211,985 | | |
$ | 9,310,168 | |
*
Share and per-share amounts have been retroactively adjusted for the one-for-28 reverse stock split effected in June 2025.
| Indaptus Therapeutics | Third Quarter 2026 Financial Results and Corporate Update |
INDAPTUS
THERAPEUTICS, INC.
Unaudited
Condensed Consolidated Statements of Operations and Comprehensive Loss
| | |
For
the Three Months Ended September
30, | | |
For
the Nine Months Ended September
30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and
development | |
$ | 271,204 | | |
$ | 1,517,723 | | |
$ | 1,125,465 | | |
$ | 6,495,677 | |
| General
and administrative | |
| 864,663 | | |
| 1,130,764 | | |
| 3,978,854 | | |
| 5,182,132 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total
operating expenses | |
| 1,135,867 | | |
| 2,648,487 | | |
| 5,104,319 | | |
| 11,677,809 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (1,135,867 | ) | |
| (2,648,487 | ) | |
| (5,104,319 | ) | |
| (11,677,809 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Warrant repricing | |
| - | | |
| - | | |
| (410,154 | ) | |
| - | |
| Change in fair value of
convertible promissory notes | |
| - | | |
| (365,718 | ) | |
| - | | |
| (1,153,421 | ) |
| Other
income, net | |
| 87,089 | | |
| 39,088 | | |
| 129,764 | | |
| 94,764 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total
other income (expense), net | |
| 87,089 | | |
| (326,630 | ) | |
| (280,390 | ) | |
| (1,058,657 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
$ | (1,048,778 | ) | |
$ | (2,975,117 | ) | |
$ | (5,384,709 | ) | |
$ | (12,736,466 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss per share, basic and diluted | |
$ | (0.01 | ) | |
$ | (2.98 | ) | |
$ | (0.06 | ) | |
$ | (18.48 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number
of shares basic and diluted | |
| 133,242,324 | | |
| 997,038 | | |
| 87,494,438 | | |
| 689,174 | |
*
Share and per-share amounts have been retroactively adjusted for the one-for-28 reverse stock split effected in June 2025.
| Indaptus Therapeutics | Third Quarter 2026 Financial Results and Corporate Update |
INDAPTUS
THERAPEUTICS, INC.
Unaudited
Condensed Consolidated Statements of Cash Flows
| | |
For the Nine Months Ended
September 30, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating
activities: | |
| | | |
| | |
| Net loss | |
$ | (5,384,709 | ) | |
$ | (12,736,466 | ) |
| Adjustments to reconcile
net loss to net cash (used in) operating activities: | |
| | | |
| | |
| Stock-based compensation | |
| 171,269 | | |
| 572,268 | |
| Change in fair value of
convertible promissory note | |
| - | | |
| 1,153,421 | |
| Warrant repricing | |
| 410,154 | | |
| - | |
| Changes in operating assets
and liabilities: | |
| | | |
| | |
| Prepaid expenses and other
current assets | |
| 257,472 | | |
| 463,902 | |
| Accounts payable and other
current liabilities | |
| (5,828,649 | ) | |
| (1,084,078 | ) |
| Operating
lease right-of-use asset and liability, net | |
| - | | |
| (1,790 | ) |
| | |
| | | |
| | |
| Net cash (used in) operating
activities | |
| (10,374,463 | ) | |
| (11,632,743 | ) |
| | |
| | | |
| | |
| Cash flows from investing
activities: | |
| | | |
| | |
| Certificates of deposit | |
| (4,000,000 | ) | |
| - | |
| | |
| | | |
| | |
| Net cash (used in) investing
activities | |
| (4,000,000 | ) | |
| - | |
| | |
| | | |
| | |
| Cash flows from financing
activities: | |
| | | |
| | |
| Proceeds from issuance
of convertible promissory notes | |
| - | | |
| 5,714,800 | |
| Proceeds from issuance
of shares of common stock and warrants | |
| 12,000,000 | | |
| 6,397,042 | |
| Proceeds from advance related
to future financing | |
| 20,549,933 | | |
| - | |
| Issuance
costs | |
| (78,655 | ) | |
| (440,213 | ) |
| | |
| | | |
| | |
| Net cash provided by financing
activities | |
| 32,471,278 | | |
| 11,671,629 | |
| | |
| | | |
| | |
| Net increase in cash and
cash equivalents | |
| 18,096,815 | | |
| 38,886 | |
| | |
| | | |
| | |
| Cash
and cash equivalents, beginning of period | |
| 8,507,628 | | |
| 5,786,753 | |
| | |
| | | |
| | |
| Cash
and cash equivalents, end of period | |
$ | 26,604,443 | | |
$ | 5,825,639 | |
| | |
| | | |
| | |
| Noncash investing and financing
activities: | |
| | | |
| | |
| Settlement of convertible
debt | |
$ | - | | |
$ | 6,868,221 | |
| Issuance of commitment shares | |
$ | - | | |
$ | 109 | |
| Conversion of Series AA
and Series AAA preferred stock | |
$ | 1,110,000 | | |
$ | - | |
| Indaptus Therapeutics | Third Quarter 2026 Financial Results and Corporate Update |