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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): October 16, 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. ☐
Explanatory Note
As
previously disclosed in the Current Report on Form 8-K filed by Indaptus Therapeutics, Inc. (the “Company”)
with the Securities and Exchange Commission (the “SEC”) on September 9, 2026, the Company entered into
a Stock Purchase Agreement, dated September 8, 2026 (the “Purchase Agreement”) with the purchasers party
thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell an aggregate of 20,338,974
shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, in a private placement
(the “Private Placement”), for aggregate gross proceeds of approximately $24.0 million, before deducting offering
expenses.
Subsequently,
as reported in the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2026, the Company and the Purchasers
entered into notices and consents pursuant to which, among other things, the outside date applicable to each Purchaser under the Purchase
Agreement was extended from September 29, 2026 to October 16, 2026.
Item
8.01. Other Events.
On
October 16, 2026, the Company completed the Private Placement, having received the full purchase price from each of the Purchasers in
accordance with the terms of the Purchase Agreement, as amended. In connection with the closing of the Private Placement, the Company
will issue an aggregate of 20,338,974 Shares to the Purchasers.
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:
October 20, 2026
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Junyi Dai |
| |
Name: |
Junyi
Dai |
| |
Title: |
Chief
Executive Officer |