| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Indaptus Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Indaptus Therapeutics, Inc., 3 Columbus Circle, 15th Floor, New York,
NEW YORK
, 10019. |
Item 1 Comment:
Explanatory Note. This Amendment No. 3 ("Amendment No. 3") to Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock") of Indaptus Therapeutics, Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D originally filed by Yun Yao on behalf of Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng with the Securities and Exchange Commission ("SEC") on March 30, 2026, as amended by Amendment No. 1 filed on April 29, 2026 to report the disbandment of such group and Amendment No. 2 filed on June 26, 2026 (collectively, the "Initial Schedule 13D", and as amended and supplemented by this Amendment No. 3, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Initial Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment No. 3 is being jointly filed by Sino Lion Ventures Limited and Chenhao Xu (each a "Reporting Person" and collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Joint Filing Agreement, dated as of June 26, 2026, by and among the Reporting Persons, incorporated herein by reference as Exhibit 99.1. |
| (b) | The principal business address of each of the Reporting Persons is Unit 4312, Champion Tower, 3 Garden Road, Central, Hong Kong |
| (c) | The principal business of each Reporting Person is:
(1) Sino Lion Ventures Limited: Investment Holding Company;
(2) Chenhao Xu: Controlling person of Sino Lion Ventures Limited. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Sino Lion Ventures Limited is organized under the laws of British Virgin Islands. Chenhao Xu is a citizen of the United Kingdom. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Series AAA Preferred Stock was purchased by the Reporting Persons pursuant to the Securities Purchase Agreement, dated as of March 19, 2026 (the "Purchase Agreement") between David Lazar, Yun Yao, Sino Lion Ventures Limited, Junyi Dai, Ting Yang, and Lina Deng. The Purchase Agreement closed on March 23, 2026. Sino Lion Ventures Limited used working capital in the aggregate amount of $3,998,898.44 to fund its purchase. |
| Item 4. | Purpose of Transaction |
| | The information set forth in Item 4 in the Initial Schedule 13D is incorporated herein by reference.
This Amendment No. 3 is being filed to report a decrease of more than 1% in the percentage of the outstanding Common Stock beneficially owned by the Reporting Persons, resulting solely from the issuance of 20,338,974 shares of Common Stock in connection with the closing of the Issuer's private placement on October 16, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on October 20, 2026. The Reporting Persons did not acquire or dispose of any shares of Common Stock in connection therewith. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The percentage reported herein is based on 153,581,298 shares of Common Stock outstanding, consisting of (i) 133,242,324 shares of Common Stock outstanding as of August 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, plus (ii) 20,338,974 shares of Common Stock issued or issuable upon the closing of the Issuer's private placement on October 16, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on October 20, 2026. |
| (b) | The following table sets forth the number of Common Stock as to which each Reporting Person has (i) the sole power to vote or direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition, or (iv) shared power to dispose or to direct disposition:
Reporting Sole Voting Shared Voting Sole Dispositive Shared Dispositive
Persons Power Power Power Power
Sino Lion
Ventures 0.00 38,895,000.00 0.00 38,895,000.00
Limited
Chenhao 0.00 38,895,000.00 0.00 38,895,000.00
Xu |
| (c) | The Reporting Persons have not effected any transaction in the shares of Common Stock during the past 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the common stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 6 in the Initial Schedule 13D is incorporated herein by reference. The information set forth in Item 3 and Item 4 above is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1: Joint Filing Agreement, dated as of June 26, 2026, by and between Sino Lion Ventures Limited and Chenhao Xu (incorporated by reference to Exhibit 99.1 to Amendment No. 2 to Schedule 13D filed on June 26, 2026)
https://www.sec.gov/Archives/edgar/data/1857044/000182912626006953/indaptustherapeutics_ex99-1.htm |
