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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): September 29, 2026
INDAPTUS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40652 |
|
86-3158720 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
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 disclosed in the Current Report on Form 8-K filed by Indaptus Therapeutics, Inc. (the “Company”)
with the Securities and Exchange Commission on September 9, 2026 (the “Prior Form 8-K”), on September 8, 2026,
the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the purchasers party thereto
(collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers,
in a private placement, shares of the Company’s common stock, par value $0.01 per share, for aggregate gross proceeds of approximately
$24.0 million, before deducting offering expenses.
Pursuant
to the Purchase Agreement, the closing of the transactions contemplated thereby was required to occur no later than September 29, 2026
(the “Outside Date”).
On
September 29, 2026, the Company and the Purchasers entered into notices and consents (the “Notices and Consents”)
pursuant to which, among other things, the Outside Date applicable to each Purchaser was extended from September 29, 2026 to October
16, 2026 (the “Extended Outside Date”). The Notices and Consents also permit the Company to defer and coordinate
the closing with respect to the Purchasers until the applicable conditions to closing under the Purchase Agreement have been satisfied
or waived, but in no event later than the Extended Outside Date, unless otherwise agreed in writing by the Company and the applicable
Purchaser. In addition, the deadline for the Purchasers to fund their respective purchase prices under the Purchase Agreement, as well
as certain related termination rights, was extended to the Extended Outside Date.
Except
as modified by the Notices and Consents, the Purchase Agreement remains unchanged and in full force and effect.
The
foregoing description of the Purchase Agreement and the Notices and Consents does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, which was filed as Exhibit 10.1 to the Prior Form 8-K and is incorporated herein by
reference, and the form of the Notice of Extension of Outside Date and Consent to Deferred Closing, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Notice of Extension of Outside Date and Consent to Deferred Closing, dated September 29, 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:
September 30, 2026
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Junyi Dai |
| |
Name: |
Junyi Dai |
| |
Title: |
Chief Executive Officer |
