Lazar cuts Indaptus (NASDAQ: INDP) preferred stake, resigns as co‑CEO but stays on board

Rhea-AI Filing Summary

Indaptus Therapeutics’ major shareholder David E. Lazar has sharply reduced his economic stake and stepped down as co‑Chief Executive Officer while remaining on the Board. He entered a March 2026 securities purchase agreement to sell 700,000 shares of Series AAA Preferred Stock and 196,800 shares of Series AA Preferred Stock for an aggregate $11,200,000.

These preferred shares are convertible into a total of 108,936,000 common shares. After closing on March 23, 2026, Lazar retains 103,200 Series AA Preferred shares, convertible into 2,064,000 common shares. Based on 2,242,324 common shares outstanding as of March 16, 2026 plus his remaining convertibles, the filing reports beneficial ownership of approximately 47.93%, which would drop to about 1.82% after other purchasers convert their preferred stock.

Positive

• None.

Negative

• Lead investor and co‑CEO significantly reduces stake and steps down from executive role, selling preferred shares convertible into 108,936,000 common shares for $11,200,000 and planning for ownership to drop to about 1.82% post‑conversions, which may signal reduced long‑term alignment.

Insights

Equity ownership and governance analyst

Lead investor Lazar sells most preferred stake, exits co‑CEO role, and remains a director.

David E. Lazar has monetized the bulk of his preferred stock position in Indaptus Therapeutics through a securities purchase agreement with lead investor Yun Yao and other purchasers for an aggregate $11,200,000. The sold Series AAA and Series AA Preferred shares are convertible into 108,936,000 common shares, indicating control over a very large potential equity block has changed hands.

Following the March 23, 2026 closing, Lazar retains 103,200 Series AA Preferred shares, convertible into 2,064,000 common shares. The filing reports this as approximately 47.93% beneficial ownership on a partially converted basis, but notes his ownership would fall to about 1.82% if the purchasers convert their preferred stock. This reflects a substantial reduction in Lazar’s long‑term economic exposure.

Governance-wise, Lazar resigned as co‑Chief Executive Officer in connection with the transaction, though he remains on the Board of Directors. The purchasers agreed to cause the company to register the common shares underlying his remaining preferred stake in a resale registration statement to be filed within 30 days of closing, which would facilitate future liquidity for those shares once registered.

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)

DAVID E. LAZAR
44, Tower 100, The Towers Winston, Churchill San Francisco, Paitilla
Panama City, R1, 07196
646-768-8417

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

03/23/2026

(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

Lazar David E.

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

PORTUGAL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,064,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,064,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,064,000.00

12

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

13

Percent of class represented by amount in Row (11)

47.93 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares of the Issuer's common stock, $0.01 par value per share (the "Shares") reflected under "Sole Dispositive Power" consists of 2,064,000 Shares that the Reporting Person may acquire upon the conversion of the Issuer's Series AA Convertible Non-Redeemable Preferred Stock, as described further in Item 6 below. The percentage reflected under "Percent of Class Represented by Amount in Row (11)" assumes the conversion of the 103,200 shares of Series AA Convertible Non-Redeemable Preferred Stock into 2,064,000 Shares and that the Purchasers (as defined below) have not exercised the Preferred Stock they acquired in the transactions contemplated by the March 2026 SPA (as defined below). Following such conversions, the Reporting Person's ownership will be approximately 1.82%.

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: The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: Following the completion of the transactions set forth in the March 2026 SPA (as defined below), the Reporting Person has resigned as co-Chief Executive Officer of the Issuer. The Reporting Person will remain a member of the Issuer's Board of Directors.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon (i) 2,242,324 Shares outstanding as of March 16, 2026, as reported in the Issuer's 2025 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 17, 2026 and (ii) 2,064,000 Shares that the Reporting Person may acquire upon the conversion of the Issuer's Series AA Convertible Non-Redeemable Preferred Stock. As of the close of business on March 23, 2026, the Reporting Person beneficially owned 2,064,000 Shares. Percentage: Approximately 47.93%
(b)	1. Sole power to vote or direct vote: 2,064,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,064,000 4. Shared power to dispose or direct the disposition: 0
(c)	The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On March 19, 2026, the Reporting Person entered into a securities purchase agreement (the "March 2026 SPA") with Yun Yao, an Australian citizen and an individual, as the lead investor ("Lead Purchaser"), and the purchasers party thereto (each a "Purchaser," and collectively with the Lead Purchaser, the "Purchasers"), pursuant to which the Reporting Person agreed to sell to the Purchasers (i) all 700,000 shares of Series AAA Preferred Stock (convertible into an aggregate of 105,000,000 shares of the Issuer's common stock) held by the Reporting Person and (ii) 196,800 shares of the Reporting Person's Series AA Preferred Stock (convertible into an aggregate of 3,936,000 shares of the Issuer's common stock), as well as all of the Reporting Person's rights, title and interest in the portion of the SPA dealing with the Series AA Preferred Stock and Series AAA Preferred Stock (collectively, the "Sold Assets"), for an aggregate purchase price of $11,200,000 (the "Purchase Price"). Following the closing of the transactions contemplated by the March 2026 SPA on March 23, 2026 (the "Closing Date"), the Reporting Person retains 103,200 shares of Series AA Preferred Stock, convertible into an aggregate of 2,064,000 shares of the Issuer's common stock. The Reporting Person's ownership percentages reflected in this Amendment No. 1 assume that the Purchasers have not exercised the Preferred Stock they acquired in the transactions contemplated by the March 2026 SPA. Following such conversions, the Reporting Person's ownership will be approximately 1.82%. The Purchase Price was deposited by the Purchasers with Continental Stock Transfer and Trust Company, as escrow agent (the "Escrow Agent"), pursuant to an escrow agreement with a six-month term (subject to extension for any outstanding claims). The Purchase Price was disbursed to the Reporting Person on the Closing Date in an amount equal to the Purchase Price less (a) a holdback amount equal to five percent (5%) of the Purchase Price, to be released to the Reporting Person in accordance with the terms of the escrow agreement, and (b) any Excess Director Payments (as defined in the March 2026 SPA), if any. In connection with the closing of the transactions contemplated by the March 2026 SPA, the Reporting Person resigned as co-Chief Executive Officer of the Issuer, while remaining a member of the Issuer's Board of Directors. The March 2026 SPA contains customary representations, warranties and agreements of the parties, including with respect to ownership of the Sold Assets and the corporate status of the Issuer, as well as customary indemnification rights and other obligations of the parties. Furthermore, pursuant to the March 2026 SPA, the Purchasers have agreed to cause the Issuer to include the shares of common stock underlying the 103,200 shares of Series AA Preferred Stock being retained by the Reporting Person in a resale registration statement to be filed by the Issuer within thirty (30) days of the closing. The foregoing description of the March 2026 SPA does not purport to be complete and is qualified in its entirety by reference to the March 2026 SPA, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein. Except as described in this Item 6, the Reporting Person does not have any other contracts, arrangements, understandings or relationships with respect to the Issuer's securities.
Item 7.	Material to be Filed as Exhibits.
	99.2 Securities Purchase Agreement, dated as of March 19, 2026, by and among David Lazar and Yun Yao and certain purchasers party thereto.* * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

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.

Lazar David E.

Signature:	/s/ David E. Lazar
Name/Title:	David E. Lazar
Date:	03/24/2026

FAQ

What change in ownership does the Schedule 13D/A report for Indaptus Therapeutics (INDP)?

The filing reports that David E. Lazar sold preferred shares convertible into 108,936,000 common shares for $11,200,000. He retains 103,200 Series AA Preferred shares, convertible into 2,064,000 common shares, with reported beneficial ownership of about 47.93% on a partially converted basis.

How much Indaptus Therapeutics (INDP) stock can David Lazar still acquire after the transaction?

After closing, David Lazar holds 103,200 shares of Series AA Preferred Stock. These are convertible into 2,064,000 shares of Indaptus Therapeutics common stock, which forms the basis for the reported beneficial ownership percentage in the amended Schedule 13D/A filing.

What governance changes at Indaptus Therapeutics (INDP) are disclosed in this Schedule 13D/A?

The filing states that following completion of the March 2026 securities purchase agreement, David E. Lazar resigned as co‑Chief Executive Officer of Indaptus Therapeutics. He will, however, remain a member of the company’s Board of Directors, maintaining a governance role.

What are the key terms of the March 2026 securities purchase agreement involving Indaptus Therapeutics (INDP)?

On March 19, 2026, David Lazar agreed to sell all 700,000 Series AAA Preferred and 196,800 Series AA Preferred shares for an aggregate $11,200,000. A 5% holdback is kept in escrow, with customary indemnification and other provisions described in the agreement.

How will the remaining Indaptus Therapeutics (INDP) shares held by David Lazar be treated for resale?

Purchasers under the March 2026 agreement agreed to cause Indaptus to include the common stock underlying Lazar’s remaining 103,200 Series AA Preferred shares in a resale registration statement. This registration is to be filed within 30 days of closing, facilitating potential future sales once effective.

What ownership percentage could David Lazar ultimately hold in Indaptus Therapeutics (INDP)?

The amendment notes that while Lazar’s beneficial ownership is approximately 47.93% on a partially converted basis, his ownership would be about 1.82% after conversion of the preferred stock acquired by the purchasers in the March 2026 transaction.