As
filed with the Securities and Exchange Commission on September 3, 2025.
Registration
No. 333-289984
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
INDAPTUS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
2834 |
|
86-3158720 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
3
Columbus Circle
15th
Floor
New
York, NY 10019
+1
(646) 427-2727
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeffrey
A. Meckler
Chief
Executive Officer
Indaptus
Therapeutics, Inc.
3
Columbus Circle
15th
Floor
New
York, NY 10019
+1
(646) 427-2727
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to agent for service, should be sent to:
Gary
Emmanuel, Esq.
Greenberg
Traurig LLP
One
Vanderbilt Avenue
New
York, New York 10017
+1
(212) 801 9337 |
|
Rick
A. Werner, Esq.
Jayun
Koo, Esq.
Haynes
and Boone, LLP
30
Rockefeller Plaza, 26th Floor
New
York, New York 10112
(212)
659-7300 |
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 to Section 7(a)(2)(B) of the Securities Act. ☐
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY
NOTE
This
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-289984) of Indaptus Therapeutics, Inc. (the “Amendment”)
is being filed solely for the purpose of filing Exhibit 10.31 to the Registration Statement. Accordingly, this Amendment consists of
the facing page, this explanatory note, Part II of the Registration Statement (including the signature page and the exhibits index) and
the filed exhibit only. The prospectus, constituting Part I of the Registration Statement, is unchanged and has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities
being registered hereby, other than the Securities and Exchange Commission registration fee and the FINRA filing fee:
| SEC Registration Fee | |
$ | 2,354 | |
| FINRA Filing Fee | |
| 2,806 | |
| Accounting Fees and Expenses | |
| 20,000 | |
| Legal Fees and Expenses | |
| 70,000 | |
| Miscellaneous Expenses | |
| 4,840 | |
| Total | |
$ | 100,000 | |
Item
14. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with
various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right
of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only
extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions, and the statute
requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate
of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.
Our
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that we will indemnify and hold harmless, to
the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such
section grants us the power to indemnify.
The
Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for:
| |
● |
any
breach of the director’s duty of loyalty to the corporation or its stockholders; |
| |
|
|
| |
● |
acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| |
|
|
| |
● |
payments
of unlawful dividends or unlawful stock repurchases or redemptions; or |
| |
|
|
| |
● |
any
transaction from which the director derived an improper personal benefit. |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, offices or controlling persons of
ours, pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer
or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item
15. Recent Sales of Unregistered Securities.
The
securities described below were sold within the past three years and were not registered under the Securities Act.
Sales
by Indaptus
In
June 2025, we completed a private placement, pursuant to which we sold and issued to certain investors, including our Chief Executive
Officer, (i) convertible notes in the aggregate principal amount of approximately $5.7 million, which automatically converted into 501,566
shares of our common stock at a conversion price of $8.302 per share and pre-funded warrants to purchase 190,795 shares of our common
stock, and (ii) warrants to purchase 1,384,722 shares of our common stock, immediately exercisable at $8.302 per share and expiring five
years from the date of issuance. In connection with the June 2025 financing, we issued to the placement agent and its designees placement
agent warrants to purchase an aggregate of 83,083 shares of common stock at an exercise price per share equal to $8.302. The placement
agent warrants are immediately exercisable and expire five years from the date of issuance.
On
February 12, 2025, Indaptus entered into a standby equity purchase agreement, or the SEPA, with YA II PN, LTD., or YA, pursuant to which
we have the right to sell to YA up to $20.0 million in shares of our common stock subject to certain limitations, from time to time during
36-month period following the date of execution of the SEPA. On February 12, 2025, Indaptus issued 10,927 shares of common stock to YA
as consideration for its commitment to purchase our shares of common stock under the SEPA, or the Commitment Shares, and may issue up
to $20.0 million of our shares of common stock pursuant to the SEPA, or the Advance Shares. As of the date of this prospectus, we have
issued an aggregate of 89,902 shares of common stock as Advance Shares to Yorkville for aggregate gross proceeds of approximately $1.85
million. In the SEPA, YA represented to Indaptus, among other things, that it was an “accredited investor”, as such term
is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, or the Securities Act. The securities were sold
by us under the SEPA in reliance upon an exemption from the registration requirements under the Securities Act afforded by Section 4(a)(2)
of the Securities Act.
On
January 16, 2025, Indaptus completed a private placement, pursuant to which it sold and issued to certain investors 75,335 unregistered
shares of common stock and unregistered warrants to purchase 75,335 shares of common stock. The warrants are immediately exercisable
at an exercise price of $26.32 per share and expire five years from the date of issuance. In connection with the January 2025 financing,
Indaptus issued to the placement agent and its designees placement agent warrants to purchase an aggregate of 5,268 shares of common
stock at an exercise price per share equal to $32.90. The placement agent warrants are exercisable six months from the date of issuance
and expire on the fifth anniversary of the issue date.
On
November 25, 2024, Indaptus completed a registered direct offering, pursuant to which it sold and issued to certain investors, including
an officer and director of the Company, 64,893 shares of common stock. In addition, in a concurrent private placement, Indaptus issued
to the investors unregistered warrants to purchase 64,893 shares of common stock. The warrants are immediately exercisable at an exercise
price of $29.40 per share and expire five years from the date of issuance. The combined purchase price for one share of common stock
and one warrant was $32.90, resulting in gross proceeds of approximately $2.13 million, before deducting placement agent and other offering
expenses in the amount of approximately $0.345 million. In connection with the November 2024 financing, Indaptus issued to the placement
agent and its designees placement agent warrants to purchase an aggregate of 4,436 shares of common stock at an exercise price per share
equal to $36.75. The placement agent warrants are exercisable six months from the date of issuance and expire on the fifth anniversary
of the issue date.
On
August 8, 2024, Indaptus completed a registered direct offering, pursuant to which it sold and issued to certain investors, including
an officer and director of the Company, 58,708 shares of common stock. In addition, in a concurrent private placement, Indaptus issued
to the investors unregistered warrants to purchase 58,708 shares of common stock. The warrants are immediately exercisable at an exercise
price of $47.60 per share and expire five years from the date of issuance. The combined purchase price for one share of common stock
and one warrant was $51.10, resulting in gross proceeds of approximately $3.0 million, before deducting placement agent and other offering
expenses in the amount of approximately $0.5 million.
On
December 22, 2022, Indaptus entered into a purchase agreement, or the Purchase Agreement, and a registration rights agreement, or the
Registration Rights Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, pursuant to which Lincoln Park has committed to
purchase up to $20.0 million of Indaptus’ common stock. Under the terms and subject to the conditions of the Purchase Agreement,
Indaptus has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $20.0 million
of Indaptus’ common stock. Such sales of common stock by Indaptus, if any, will be subject to certain limitations, and may occur
from time to time, at Indaptus’ sole discretion, over the 36-month period (unless extended to a 48-month period pursuant to the
Purchase Agreement) commencing on the date that a registration statement covering the resale of shares of common stock that have been
and may be issued under the Purchase Agreement, which Indaptus agreed to file with the SEC pursuant to the Registration Rights Agreement,
is declared effective by the SEC and a final prospectus in connection therewith is filed and the other conditions set forth in the Purchase
Agreement are satisfied. As consideration for Lincoln Park’s irrevocable commitment to purchase shares of Indaptus’ common
stock upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, upon execution of the Purchase
Agreement, Indaptus (i) issued to Lincoln Park 5,087 shares of common stock, as the initial commitment shares, and (ii) will issue additional
commitment shares, of common stock equal to $125,000 divided by the arithmetic average of the ten (10) Nasdaq Official Closing Prices
for the common stock immediately preceding the date that Indaptus has sold over $10,000,000 purchase shares to Lincoln Park, (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)
provided that the additional commitment shares number shall be no greater than 2,722. No shares of common stock have been sold under
the program and in February 2025, we terminated the purchase agreement with Lincoln Park.
The
securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities
Act since, among other things, the transactions did not involve a public offering.
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits.
The
exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by
reference.
(b)
Financial Statement Schedules.
All
schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the
financial statements and related notes thereto.
Exhibit
Index
| Exhibit
No. |
|
Exhibit
Description |
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Indaptus Therapeutics, Inc., dated as of July 23, 2021 (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021) |
| 3.2 |
|
Amended and Restated Bylaws of Indaptus Therapeutics, Inc., dated as of January 22, 2024 (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2024) |
| 3.3 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Indaptus Therapeutics, Inc. dated August 3, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021) |
| 4.1* |
|
Form of Common Warrant to be sold in the offering |
| 4.2* |
|
Form of Pre-Funded Warrant to be sold in the offering |
| 4.3* |
|
Form of Placement Agent Warrant |
| 4.4 |
|
Description of Securities Registered under Section 12 (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2021) |
| 4.5 |
|
Form of Ordinary Share Purchase Warrant of Intec Parent, Inc. (incorporated herein by reference to Exhibit 10.2 to Intec Israel’s Current Report on Form 8-K filed with the SEC on May 6, 2020) |
| 4.6 |
|
Form of Series A Common Stock Purchase Warrant of Intec Parent, Inc. (incorporated herein by reference to Exhibit 10.3 to Indaptus’ Current Report on Form 8-K filed with the SEC on July 29, 2021) |
| 5.1* |
|
Opinion of Greenberg Traurig LLP |
| 10.1+ |
|
Indaptus Therapeutics, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2024) |
| 10.2+ |
|
Form of Option Award Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2024) |
| 10.3+ |
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021) |
| 10.4+ |
|
Employment Agreement between Jeffrey Meckler and Indaptus Therapeutics, Inc., effective as of August 4, 2021 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021) |
| 10.5+ |
|
Employment Agreement between Michael J. Newman, Ph.D. and Indaptus Therapeutics, Inc., effective as of August 4, 2021 (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021) |
| 10.6+ |
|
Employment Agreement between Walt Linscott and Indaptus Therapeutics, Inc., effective as of August 4, 2021 (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021) |
| 10.7+ |
|
Employment Agreement between Nir Sassi and Indaptus Therapeutics, Inc., effective as of January 1, 2022 (incorporated herein by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2022) |
| 10.8+ |
|
Employment Agreement between Roger J. Waltzman and Indaptus Therapeutics, Inc., effective as of August 7, 2023 (incorporated herein by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2024) |
| 10.9+ |
|
Indaptus Therapeutics, Inc. Non-Employee Director Compensation Program (Effective April 2, 2023) (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2023) |
| 10.10 |
|
Form of Securities Purchase Agreement, dated July 23, 2021, between Intec Parent, Inc. and each purchaser identified on the signature pages hereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2021) |
| 10.11 |
|
Form of Registration Rights Agreement, dated July 23, 2021, between Intec Parent, Inc. and each purchaser identified on the signature pages hereto (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2021) |
| 10.12 |
|
At the Market Offering Agreement, dated June 1, 2022, by and between Indaptus Therapeutics, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed on September 1, 2022) |
| 10.13 |
|
Purchase Agreement, dated December 22, 2022, by and between Indaptus Therapeutics, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2022) |
| 10.14 |
|
Registration Rights Agreement, dated December 22, 2022, by and between Indaptus Therapeutics, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 23, 2022) |
| 10.15 |
|
Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2024) |
| 10.16 |
|
Form of Warrant (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2024) |
| 10.17 |
|
Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2024) |
| 10.18 |
|
Form of Warrant (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2024) |
| 10.19 |
|
Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2024) |
| 10.20 |
|
Placement Agent Agreement, dated as of January 12, 2025, by and between Indaptus Therapeutics, Inc. and Paulson Investment Company, LLC as amended by the First Amendment to the Placement Agent Agreement, dated as of December 30, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 14, 2025) |
| 10.21 |
|
Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025) |
| 10.22 |
|
Form of Warrant (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025) |
| 10.23 |
|
Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025) |
| 10.24 |
|
Form of Standby Equity Purchase Agreement dated as of February 12, 2025 by and between the Company and YA II PN Ltd. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025) |
| 10.25 |
|
Form of Securities Purchase Agreement (filed as Exhibit 10.1 to our Report on Form 8-K filed with the SEC on June 13, 2025 and incorporated herein by reference) |
| 10.26 |
|
Form of Convertible Promissory Note (filed as Exhibit 10.2 to our Report on Form 8-K filed with the SEC on June 13, 2025 and incorporated herein by reference) |
| 10.27 |
|
Form of Pre-Funded Warrant (filed as Exhibit 10.3 to our Report on Form 8-K filed with the SEC on June 13, 2025 and incorporated herein by reference) |
| 10.28 |
|
Form of Common Warrant (filed as Exhibit 10.3 to our Form S-3 filed with the SEC on August 13, 2025 and incorporated herein by reference) |
| 10.29 |
|
Form of Placement Agent Agreement (filed as Exhibit 10.4 to our Report on Form 8-K filed with the SEC on June 13, 2025 and incorporated herein by reference) |
| 10.30* |
|
Form of Securities Purchase Agreement |
| 10.31** |
|
Engagement Agreement dated March 16, 2025, between Indaptus Therapeutics, Inc. and H.C. Wainwright & Co., LLC |
| 21.1 |
|
List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2024) |
| 23.1* |
|
Consent of Haskell & White LLP, independent registered public accounting firm |
| 23.2* |
|
Consent of Greenberg Traurig LLP (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (included on signature page) |
| 107* |
|
Filing Fee Table |
| |
* |
Previously
filed. |
| |
** |
Filed
herewith. |
| |
+ |
Indicates
management contract or compensatory plan. |
Item
17. Undertakings
| (a) |
The
undersigned Registrant hereby undertakes: |
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| |
|
|
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| |
|
|
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided,
however, that: Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| |
|
|
| |
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| |
(4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| |
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| |
|
|
| |
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) of this chapter)
as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date. |
| (b) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i)
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser;
| (c) |
That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (d) |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
| (e) |
The
undersigned registrant hereby undertakes that: |
(i)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective.
(ii)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, NY, on the 3rd day of September, 2025.
| |
INDAPTUS
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Jeffrey A. Meckler |
| |
Name: |
Jeffrey
A. Meckler |
| |
Title: |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Jeffrey A. Meckler |
|
Chief
Executive Officer and Director |
|
September
3, 2025 |
| Jeffrey
A. Meckler |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Nir Sassi |
|
Chief
Financial Officer |
|
September
3, 2025 |
| Nir
Sassi |
|
(principal
financial officer and principal accounting officer) |
|
|
| |
|
|
|
|
| /s/
* |
|
Chief
Scientific Officer and Director |
|
September
3, 2025 |
| Michael
J. Newman, Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Chairman |
|
September
3, 2025 |
| Dr.
Roger J. Pomerantz |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
September
3, 2025 |
| William
B. Hayes |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
September
3, 2025 |
| Hila
Karah |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
September
3, 2025 |
| Anthony
J. Maddaluna |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
September
3, 2025 |
| Mark
J. Gilbert |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
September
3, 2025 |
| Robert
E. Martell, M.D., Ph.D. |
|
|
|
|
| *
/s/ Jeffrey A. Meckler |
|
Jeffrey
A. Meckler
Attorney
in Fact |
|
