Indaptus to raise $24M in private placement

Indaptus Therapeutics agrees to a $24 million private placement of 20.3 million shares, with plans to fund R&D and general corporate purposes.

Available on EDGAR 09/10/2026 - 06:03 AM EDT Accepted by SEC EDGAR 09/09/2026 - 09:45 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Indaptus Therapeutics, Inc. (INDP) entered into a Stock Purchase Agreement on September 8, 2026 to conduct a private placement of 20,338,974 shares of common stock for aggregate gross proceeds of approximately $24.0 million, before expenses. The purchase price per share equals the “Nasdaq Minimum Price,” as defined in the agreement, plus $0.015 per share.

The company currently intends to use the net proceeds for working capital, research and development and other general corporate purposes, including potential early-stage research and preclinical evaluation of a neurotechnology and neural-network-based device for certain sleep-related conditions. Closing is subject to customary conditions and is expected to occur within up to fifteen business days after September 8, 2026, and the company has agreed to seek registration of the resale of the shares after closing.

Filing Explained

If completed, the placement would dilute existing holders; as of June 30, liquidity equaled 545.4 days of last-quarter operating cash use.

The company reports an agreement to sell $24.0 million of common stock, but the transaction remains subject to closing conditions, so the filing does not establish that the shares have been issued.

If the placement closes, the additional 20,338,974 shares would increase the total share count and reduce existing holders’ percentage ownership.

This is a private placement: securities are sold outside a public offering, and the shares are currently unregistered.

The company’s resale-registration obligation begins after closing, so registration would not itself mean that the shares had been sold.

As of June 30, 2026, the company reported $7,553,820 of cash and $4,000,000 of short-term investments; together, those resources equal 545.4 days of the last reported quarterly operating cash use at that historical rate.

Sources and calculations

• Indaptus Therapeutics Form 8-K (2026-09-08)
• Dilution definition (2026-07-17)
• Private placement / PIPE definition (2026-07-17)
• Indaptus Therapeutics second-quarter 2026 fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($7,553,820 + $4,000,000) / ($1,927,634 / 91) = 545.4 days

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares in Private Placement: 20,338,974 shares Gross Proceeds: $24.0 million Increment Over Nasdaq Minimum Price: $0.015 per share +2 more

5 metrics

Shares in Private Placement 20,338,974 shares Common stock to be issued in the private placement under the Stock Purchase Agreement

Gross Proceeds $24.0 million Aggregate gross proceeds from the private placement before deducting offering expenses

Increment Over Nasdaq Minimum Price $0.015 per share Amount added to the Nasdaq Minimum Price to determine the purchase price per share

Agreement Date September 8, 2026 Date Indaptus Therapeutics entered into the Stock Purchase Agreement

Latest Possible Closing Timing 15 business days after September 8, 2026 Outside date by which the private placement closing must occur

Key Terms

Private Placement, Nasdaq Minimum Price, registration statement, Section 4(a)(2), +1 more

5 terms

Private Placement financial

"issue and sell to the Purchasers, in a private placement (the “Private Placement”)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Nasdaq Minimum Price financial

"purchase price per Share equals the “Nasdaq Minimum Price,” as defined in the Purchase Agreement"

A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.

registration statement regulatory

"prepare and file with the Securities and Exchange Commission a registration statement covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Section 4(a)(2) regulatory

"offered and sold in reliance upon exemptions from the registration requirements ... pursuant to Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation S regulatory

"and/or Regulation S promulgated thereunder. The Shares will be subject to applicable restrictions"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did INDP announce on September 8, 2026?

Indaptus Therapeutics, Inc. entered into a Stock Purchase Agreement for a private placement of 20,338,974 common shares, expected to generate approximately $24.0 million in gross proceeds before offering expenses.

What is the pricing structure of the new INDP private placement shares?

Each share in the Indaptus Therapeutics private placement will be sold at a price equal to the “Nasdaq Minimum Price” plus $0.015 per share, where Nasdaq Minimum Price is based on recent official closing prices of the company’s stock.

How does Indaptus Therapeutics (INDP) plan to use the $24 million in gross proceeds?

Indaptus Therapeutics plans to use the net proceeds for working capital, research and development, and other general corporate purposes, including early-stage research and preclinical evaluation of a neurotechnology device for certain sleep-related conditions.

When is the closing of the INDP private placement expected to occur?

Closing of the Indaptus Therapeutics private placement is subject to customary conditions and is to occur on the third business day after their satisfaction or waiver and in any event no later than the fifteenth business day following September 8, 2026.

Will the new INDP shares issued in the private placement be registered for resale?

After closing, Indaptus Therapeutics must use commercially reasonable efforts to file a registration statement for the resale of the shares and to use reasonable best efforts to keep it effective until the shares are no longer registrable under the agreement.

Under which exemptions is the INDP private placement being conducted?

The Indaptus Therapeutics private placement shares have not been registered under the Securities Act and are being offered and sold in reliance on Section 4(a)(2) of the Securities Act and/or Regulation S, and will be subject to applicable transfer restrictions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false 0001857044 0001857044 2026-09-08 2026-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 8, 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.

On September 8, 2026, Indaptus Therapeutics, Inc. (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 (the “Private Placement”), an aggregate of 20,338,974 shares (the “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.

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.

Pursuant to the Purchase Agreement, the purchase price per Share equals the “Nasdaq Minimum Price,” as defined in the Purchase Agreement, plus $0.015 per Share. The Nasdaq Minimum Price is defined as the lower of (i) the Nasdaq official closing price of the Company’s common stock on the trading day immediately preceding execution of the Purchase Agreement and (ii) the average Nasdaq official closing price of the Company’s common stock for the five trading days immediately preceding execution of the Purchase Agreement.

The closing of the Private Placement (the “Closing”) is subject to the satisfaction or waiver of customary closing conditions. The Purchase Agreement provides that the Closing will occur on the third business day following satisfaction or waiver of the applicable closing conditions, unless otherwise agreed by the Company and the applicable Purchaser, and in any event no later than the fifteenth business day following September 8, 2026.

Under the Purchase Agreement, following the Closing, the Company is required to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of the Shares and to use reasonable best efforts to cause the registration statement to become effective as promptly as practicable and remain effective until the Shares cease to constitute registrable securities under the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Purchasers.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Shares to be issued in the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.

The Shares will be subject to applicable restrictions on transfer under the Securities Act and applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Stock Purchase Agreement, dated September 8, 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 9, 2026

	INDAPTUS THERAPEUTICS, INC.
	By:	/s/ Junyi Dai
	Name:	Junyi Dai
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 184.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB