Indaptus Therapeutics, Inc. 8-K Filings

Indaptus Therapeutics, Inc. (INDP) amended its at-the-market equity program by entering into an Amended and Restated At the Market Offering Agreement with H.C. Wainwright & Co. on August 28, 2026. The program permits Indaptus to sell shares of common stock with an aggregate maximum gross sales price of $100,000,000 through or to H.C. Wainwright as sales agent or principal, subject to share-authorization and Form S-3 eligibility limits; this $100,000,000 cap applies only to shares sold after the new agreement’s execution date.

Sales will be made under an ATM prospectus supplement and base prospectus forming part of Indaptus’s shelf registration statement on Form S-3, and Indaptus will pay H.C. Wainwright a 3.0% placement fee on shares sold when it acts as sales agent. Indaptus retains discretion over whether to sell shares, may set daily share and price parameters, and may suspend the program at any time.

Indaptus Therapeutics, Inc. (INDP) announced that on September 2, 2026, director Tim Ruan notified the company’s Board of Directors of his resignation, effective immediately. The company states that his resignation was not due to any disagreement regarding operations, policies, or practices.

The report is signed on behalf of Indaptus Therapeutics, Inc. by Chief Executive Officer Junyi Dai. Indaptus’s common stock, with a par value of $0.01 per share, is listed on the Nasdaq Capital Market under the symbol INDP.

Indaptus Therapeutics, Inc. (INDP) entered into an Amended and Restated At the Market Offering Agreement with H.C. Wainwright & Co., LLC on August 28, 2026. The agreement allows Indaptus to issue and sell shares of its common stock from time to time through or to Wainwright under an at-the-market equity program.

The program covers up to $100,000,000 in aggregate gross sales price of common stock, in addition to any shares previously sold under the prior 2022 agreement. Sales are made under the company’s effective Form S-3 shelf registration statement and an August 31, 2026 ATM prospectus supplement. Wainwright acts as sales agent and may also act as principal under separate terms agreements, earning a 3.0% fee on gross sales when acting as agent. Neither party is obligated to sell or purchase shares, and the offering can be suspended at any time.

Indaptus Therapeutics, Inc. reported substantially lower operating expenses and losses for the quarter and six months ended June 30, 2026, while strengthening its balance sheet with a $12.0 million private placement. Management is reviewing its Decoy immunotherapy platform, broader research activities and strategic alternatives, including potential investments or business combinations.

Research and development expenses fell 83% to about $0.4 million in the quarter, and general and administrative expenses declined to about $1.4 million. Quarterly net loss narrowed to approximately $1.8 million from $5.2 million a year earlier. As of June 30, 2026, cash, cash equivalents and short-term investments totaled about $11.6 million, and total assets were $12.0 million against $0.6 million of liabilities.

Stockholders approved all items at the 2026 annual meeting, including electing three Class II directors, ratifying Haskell & White LLP as auditor, and approving the 2026 Equity Incentive Plan. The company notes risks including substantial doubt about its ability to continue as a going concern and the need for additional capital to pursue its strategy.

Indaptus Therapeutics entered into a Stock Purchase Agreement with certain non-U.S. accredited investors for a private placement of 20,000,000 shares of common stock at $0.60 per share. This generated aggregate gross proceeds of about $12,000,000 and represented less than 20% of shares outstanding before the deal.

The transaction was conducted offshore in reliance on Section 4(a)(2) and Regulation S, with no commissions paid. Investors received registration rights, requiring Indaptus to file a resale registration statement within 90 days of closing and to use best efforts to have it declared effective within 75 days after filing.

Indaptus Therapeutics, Inc. reported several leadership changes. Effective June 5, 2026, directors David E. Lazar and Avraham Ben-Tzvi resigned from all positions on the Board of Directors, including all committee roles. Effective June 1, 2026, Walt A. Linscott, Esq. resigned as Chief Operating Officer.

Linscott entered into a consulting agreement dated June 1, 2026 and will continue serving the company as a consultant in a strategic advisory role. The company stated that the resignations of Lazar, Ben-Tzvi, and Linscott were not the result of any disagreement with Indaptus on operations, policies, or practices.

Indaptus Therapeutics reported a first quarter 2026 net loss of about $2.5 million, improved from roughly $4.5 million a year earlier, as research and development spending declined sharply. R&D expenses fell to about $0.5 million from approximately $2.8 million, mainly from lower Phase 1 clinical costs and reduced payroll.

General and administrative expenses were about $1.7 million, slightly below the prior year. Cash and cash equivalents dropped to roughly $1.5 million as of March 31, 2026 from about $8.5 million at year-end 2025, with around $7.0 million used in operating activities in the quarter. The company states it will need to raise additional capital to support its business objectives and is evaluating financing alternatives and strategic options alongside a broader review of its development programs and Decoy platform.

Indaptus Therapeutics, Inc. filed an amended current report to update a director’s legal name to Johnny Fox Arrowsmith, previously disclosed as Yí Zhang. The amendment also restates recent board changes.

On April 17, 2026, the board appointed Tim Ruan and Dr. Johnny Fox Arrowsmith as independent directors, effective April 22, 2026. Both entered into independent director and indemnification agreements. Each will receive an annual cash retainer of $30,000, payable quarterly, plus reimbursement of reasonable expenses. The board determined both are independent under Nasdaq listing standards.

The board is divided into three classes. Mr. Ruan and Dr. Arrowsmith were appointed as Class II directors with terms expiring at the 2026 annual stockholders’ meeting. Junyi Dai and Qinglai Lu serve as Class III directors with terms expiring at the 2027 annual meeting.

Mr. Ruan was named to the audit committee and qualifies as an “audit committee financial expert.” Dr. Arrowsmith joined the nominating committee. The company states there are no family relationships or related-party transactions requiring disclosure for either director.

On April 22, 2026, director Matthew McMurdo resigned from the board. The company reports his resignation did not result from any disagreement regarding operations, policies, or practices.

Indaptus Therapeutics announced several board changes. The Board appointed Tim Ruan and Dr. Yi Zhang as independent Class II directors, effective April 22, 2026, with terms expiring at the 2026 annual stockholder meeting. Both bring capital markets, biotechnology, intellectual property, and life sciences expertise.

Each new director will receive an annual cash retainer of $30,000, payable quarterly, plus reimbursement of reasonable expenses, under Independent Director Agreements. They also entered Indemnification Agreements under Delaware law. Tim Ruan joins the Audit Committee and is designated an “audit committee financial expert,” while Dr. Zhang joins the Nominating Committee.

On April 22, 2026, director Matthew McMurdo resigned from the Board, and his resignation was stated not to result from any disagreement regarding operations, policies, or practices. The Board remains classified into three staggered classes, with Class II and Class III terms expiring in 2026 and 2027, respectively.

Indaptus Therapeutics, Inc. reported leadership and board changes. Chief Financial Officer Nir Sassi resigned effective April 1, 2026, and the company stated his resignation was not due to any disagreement regarding operations, policies, or practices.

On March 31, 2026, the board appointed Qinglai Lu, 48, as a director effective April 8, 2026 and determined he qualifies as an independent director under Nasdaq rules. The board also appointed Yu Ding, 51, as Chief Financial Officer effective April 1, 2026 after reviewing his qualifications.

The company adjusted its audit committee, with Matthew McMurdo resigning and Qinglai Lu and Jerome Jabbour joining the committee on March 31, 2026.

Indaptus Therapeutics reported a change in control tied to earlier issuances of Series AA and Series AAA Convertible Preferred Stock. David Lazar had purchased 300,000 Series AA and 700,000 Series AAA shares, which are convertible into a combined 111,000,000 shares of common stock. He has now sold all 700,000 Series AAA shares and rights to 196,800 Series AA shares to five Purchasers for an aggregate $11.2 million. Based on full conversion of all Preferred Stock and a total of 113,242,324 common shares outstanding on that basis, the Purchasers together would beneficially own about 96.20% of the common stock, while Lazar would hold about 1.82%. Several directors, including co-CEO Jeffrey Meckler, resigned, and Lazar stepped down as co-CEO and Chairman while remaining on the board. The board appointed Junyi Dai as Chairman effective March 18, 2026 and as Chief Executive Officer effective at closing of the March 2026 share sale.

Indaptus Therapeutics reports that stockholders approved a set of proposals that enables a change in control, large potential share issuance and structural changes to its charter and bylaws.

Following a prior preferred stock investment by David E. Lazar, stockholders approved issuing common shares upon conversion of 300,000 Series AA and 700,000 Series AAA Convertible Preferred Stock. After the related charter amendment filing, these preferred shares are convertible at Mr. Lazar’s option into 111.0 million common shares, representing about 96.4% of common stock on a fully diluted basis.

Stockholders also authorized the board to implement up to two reverse stock splits in a 1‑for‑2 to 1‑for‑199 range, approved increasing authorized common shares to 1,000,000,000 and allowed stockholder action by written consent. Two directors, Jerome Jabbour and Matthew McMurdo, were elected, giving Mr. Lazar’s nominees a majority of the nine‑member board.

Indaptus Therapeutics entered into warrant repricing agreements with certain holders of warrants to purchase an aggregate 913,638 shares of common stock that were originally issued in 2024 and 2025 at exercise prices ranging from $8.30 to $47.60. The company reduced the exercise price of these warrants to $1.75 per share, which matches the Nasdaq-defined “Minimum Price.” In return, these holders agreed under a voting agreement to vote all their common shares in favor of all proposals at a special stockholder meeting scheduled for February 26, 2026. The board also unilaterally reduced the exercise price to $1.75 for additional warrants and placement agent warrants to purchase an aggregate 762,787 shares from the same financing rounds, leaving all other warrant terms unchanged.

Indaptus Therapeutics, Inc. reported changes to executive compensation and board composition. The company entered into salary adjustment agreements with Co-Chief Executive Officer Jeffrey A. Meckler and Chief Science Officer Michael J. Newman, Ph.D. Effective January 15, 2026, each executive’s salary was set at $60,000 per year for the remainder of the year, paid according to the company’s standard payroll practices.

The company also disclosed that board member Anthony Maddaluna, who had previously notified the company of his intention to resign as of the next special meeting of stockholders, has rescinded that resignation. He will remain on the Board of Directors and continue to serve on the Compensation Committee and Nominating Committee.

Indaptus Therapeutics, Inc. expanded its Board of Directors from eight to nine members and appointed David Natan to fill the new seat. He was named a Class II director with a term running until the 2026 annual meeting of stockholders, when he will stand for election. Natan was designated by David E. Lazar under a securities purchase agreement dated December 22, 2025.

Natan brings extensive finance and public company experience, including leadership roles at multiple companies and service on other public boards and audit committees. He was also appointed to the Audit Committee, replacing Avraham Ben-Tzvi, who will remain on the board and is expected to serve as a paid consultant. The board determined that Natan qualifies as an independent director and meets Nasdaq’s heightened independence standards for audit committee service. He will participate in the company’s non-employee director compensation program.

Indaptus Therapeutics, Inc. entered into a Securities Purchase Agreement with David E. Lazar, under which he bought 300,000 shares of Series AA Convertible Preferred Stock and 700,000 shares of Series AAA Convertible Preferred Stock at $6.00 per share for total gross proceeds of $6.0 million. After stockholder approval, these preferred shares will be convertible into a combined 111,000,000 shares of common stock, and Lazar also receives the right to purchase up to 25% of certain future equity offerings during a six‑month participation period.

The deal is paired with major governance changes: Lazar becomes Chairman and Co‑Chief Executive Officer, and Avraham Ben‑Tzvi joins the board, filling seats of two resigning directors who left without disagreements. Executive officers agreed to modified employment terms, including reduced notice periods and a mix of cash and stock settlements, and the Chief Medical Officer resigned with a cash bonus payment. New certificates of designation give the preferred stock senior liquidation preference and limited voting rights, while a voting agreement commits key executives to support board‑recommended proposals at an upcoming special stockholder meeting.

Indaptus Therapeutics, Inc. filed a current report to furnish a press release announcing its financial results for the quarter ended September 30, 2025. The company states that the full text of this earnings press release is provided as Exhibit 99.1 and is incorporated by reference. Indaptus clarifies that the information in this report, including the exhibit, is being furnished rather than filed, which limits its exposure to certain Exchange Act liabilities. The report is signed on behalf of the company by its Chief Financial Officer, Nir Sassi.

Indaptus Therapeutics, Inc. filed a current report to note that on September 4, 2025 it issued a press release with recent updates on its ongoing INDP-D101 clinical trial. The press release is included as Exhibit 99.1 and is incorporated by reference, meaning the detailed clinical information is contained in that separate document. The report is signed on behalf of the company by Chief Financial Officer Nir Sassi.

Indaptus Therapeutics, Inc. furnished an earnings-related update by issuing a press release with its financial results for the quarter ended June 30, 2025. The company submitted this release as an exhibit to a current report, making the information available to the market while stating that it is furnished rather than filed under securities law. The report is signed on behalf of Indaptus Therapeutics by its Chief Financial Officer, Nir Sassi.

Indaptus Therapeutics (Nasdaq: INDP) filed an 8-K disclosing that its board executed a 1-for-28 reverse stock split of issued and outstanding common shares.

The Certificate of Amendment was filed in Delaware on 26 June 2025 and became effective at 5:00 p.m. ET. Split-adjusted trading begins 27 June 2025. Every twenty-eight shares automatically converted into one; no change to the $0.01 par value.

• No fractional shares: holders receive cash based on the 26 June Nasdaq closing price.
• All outstanding options and warrants were proportionally adjusted.
• Post-split shares continue to trade under ticker INDP; new CUSIP: 45339J 204.
• VStock Transfer, LLC will serve as exchange agent.