Large holders in Indaptus (INDP) revise stakes and end group status

Rhea-AI Filing Summary

Indaptus Therapeutics, Inc. received an ownership update from several large investors who amended their beneficial holdings and clarified their relationship. As of March 31, 2026, Yun Yao reports beneficial ownership of 41,991,000 shares of common stock, or 37.1% of the company. Sino Lion Ventures Limited and its controlling person, Chenhao Xu, each report 38,895,000 shares, representing 34.3% of the common stock. Junyi Dai and Ting Yang each report 11,250,000 shares, or 9.9%, while Lina Deng reports 5,550,000 shares, or 4.9%. All shares were issued upon conversion of Series AA and Series AAA Preferred Stock under a Securities Purchase Agreement that closed on March 23, 2026. The amendment states that the reporting persons have disbanded any group that may have existed under that agreement and will no longer act as a group, and it serves as an exit filing for Lina Deng, who fell below five percent ownership due to an increase in shares outstanding to 113,242,324.

Key Figures

Yun Yao beneficial ownership: 41,991,000 shares (37.1%) Sino Lion Ventures stake: 38,895,000 shares (34.3%) Chenhao Xu beneficial ownership: 38,895,000 shares (34.3%) +5 more

8 metrics

Yun Yao beneficial ownership 41,991,000 shares (37.1%) Indaptus common stock as of March 31, 2026

Sino Lion Ventures stake 38,895,000 shares (34.3%) Beneficial ownership of Indaptus common stock

Chenhao Xu beneficial ownership 38,895,000 shares (34.3%) Through control of Sino Lion Ventures Limited

Junyi Dai beneficial ownership 11,250,000 shares (9.9%) Indaptus common stock

Ting Yang beneficial ownership 11,250,000 shares (9.9%) Indaptus common stock

Lina Deng beneficial ownership 5,550,000 shares (4.9%) Below five percent after share count increase

Shares outstanding 113,242,324 shares Indaptus common stock outstanding as of March 31, 2026

Transaction closing date March 23, 2026 Conversion of Series AA and Series AAA Preferred Stock

Key Terms

beneficial ownership, Securities Purchase Agreement, Series AA and Series AAA Preferred Stock, group within the meaning of Section 13(d), +2 more

6 terms

beneficial ownership financial

"The ownership information presented herein represents beneficial ownership of shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Securities Purchase Agreement financial

"Such shares were acquired pursuant to the Securities Purchase Agreement, dated as of March 19, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Series AA and Series AAA Preferred Stock financial

"were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock"

group within the meaning of Section 13(d) regulatory

"may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act"

exit filing regulatory

"This Amendment is the final amendment to the Original and constitutes an "exit filing" for Lina Deng"

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Indaptus Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

45339J105

(CUSIP Number)

Yun Yao
c/o Indaptus Therapeutics, Inc.,, 3 Columbus Circle, 15th Floor,
New York, NY, 10019
(646) 427-2727

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 45339J105

1

Name of reporting person

Yao Yun

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 41,991,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 41,991,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

41,991,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Yun Yao beneficially owns 41,991,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Securities Purchase Agreement, dated as of March 19, 2026 (the "Purchase Agreement"), and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 45339J105

1

Name of reporting person

SINO LION VENTURES Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 38,895,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 38,895,000.00

11

Aggregate amount beneficially owned by each reporting person

38,895,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Sino Lion Ventures Limited beneficially owns 38,895,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 45339J105

1

Name of reporting person

Xu Chenhao

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 38,895,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 38,895,000.00

11

Aggregate amount beneficially owned by each reporting person

38,895,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Chenhao Xu is the controlling person of Sino Lion Ventures Limited, a purchaser under the Purchase Agreement. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 45339J105

1

Name of reporting person

Dai Junyi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,250,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,250,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Junyi Dai beneficially owns 11,250,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 45339J105

1

Name of reporting person

Yang Ting

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,250,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,250,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,250,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Ting Yang beneficially owns 11,250,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 45339J105

1

Name of reporting person

Deng Lina

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,550,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,550,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,550,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Lina Deng beneficially owns 5,550,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(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. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on March 30, 3026 (the "Original Schedule 13D") by Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng (each, a "Reporting Person" and collectively, the "Reporting Persons"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. The Amendment is being filed to clarify that the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group under the Purchase Agreement and will no longer operate as a group. In addition, this Amendment is being filed because Lina Deng has ceased to be the beneficial owner of more than five percent of the shares of Common Stock as a result of an increase in the number of shares of Common Stock outstanding of the Issuer. This Amendment is the final amendment to the Original Schedule 13D and constitutes an "exit filing" for Lina Deng.
Item 2.	Identity and Background
(a)	Item 2(a) of the Original Schedule 13D is amended by adding the following sentence: For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 11 and 13 of the cover pages of this Schedule 13D (including the accompanying comments thereto) is incorporated herein by reference. The ownership information presented herein represents beneficial ownership of shares of Common Stock as of the date of this filing, based upon 113,242,324 shares of Common Stock outstanding as of March 31, 2026.
(b)	The information contained in rows 7 through 10 of the cover pages of this Amendment (including the accompanying comments thereto) is incorporated herein by reference.
(c)	Except as described in this Amendment, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.
(e)	As a result of an increase in the number of shares of Common Stock outstanding of the Issuer, Lina Deng ceased to be the beneficial owner of more than five percent of the shares of the Issuer's Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement, dated as of March 30, 2026, by and among Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed with the SEC by the Reporting Persons on March 30, 2026). https://www.sec.gov/Archives/edgar/data/1857044/000182912626002858/indaptustherap_ex99-2.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yao Yun

Signature:	/s/ Yun Yao
Name/Title:	Yun Yao
Date:	04/28/2026

SINO LION VENTURES Ltd

Signature:	/s/ Chenhao Xu
Name/Title:	Chenhao Xu / Authorized Signatory
Date:	04/28/2026

Xu Chenhao

Signature:	/s/ Chenhao Xu
Name/Title:	Chenhao Xu
Date:	04/28/2026

Dai Junyi

Signature:	/s/ Junyi Dai
Name/Title:	Junyi Dai
Date:	04/28/2026

Yang Ting

Signature:	/s/ Ting Yang
Name/Title:	Ting Yang
Date:	04/28/2026

Deng Lina

Signature:	/s/ Lina Deng
Name/Title:	Lina Deng
Date:	04/28/2026

FAQ

What ownership changes does Indaptus Therapeutics (INDP) disclose in this amendment?

The amendment reports updated stakes for several large holders and clarifies their relationship. Yun Yao holds 41,991,000 shares (37.1%), while Sino Lion Ventures Limited and controller Chenhao Xu each report 38,895,000 shares (34.3%), based on 113,242,324 shares outstanding.

How much of Indaptus Therapeutics (INDP) does Lina Deng now beneficially own?

Lina Deng reports beneficial ownership of 5,550,000 Indaptus shares, or 4.9% of the common stock. Her percentage fell below five percent because the number of Indaptus shares outstanding increased to 113,242,324 as of March 31, 2026.

Did the Indaptus (INDP) reporting persons remain a Section 13(d) group?

The reporting persons state they have disbanded any group that may have existed under a Securities Purchase Agreement. They clarify they will no longer operate as a group for purposes of holding or reporting Indaptus common stock under Section 13(d).

How were the large Indaptus (INDP) shareholdings acquired by these investors?

The investors’ Indaptus positions were acquired under a Securities Purchase Agreement dated March 19, 2026. Their shares were issued when Indaptus’s Series AA and Series AAA Preferred Stock converted into common stock at the transaction closing on March 23, 2026.

What is the total Indaptus (INDP) share count used to calculate these ownership percentages?

All reported ownership percentages are calculated using 113,242,324 Indaptus common shares outstanding. This figure reflects the company’s outstanding share count as of March 31, 2026, based on information provided to the reporting persons by Indaptus.

Why is this Indaptus (INDP) filing described as an exit filing for Lina Deng?

The amendment is described as an exit filing for Lina Deng because her beneficial ownership decreased below five percent of Indaptus common stock. After the increase in shares outstanding, her 5,550,000 shares represent 4.9% of the company.