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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 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 |
