| 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 ("Reporting Person"), 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) | Mr. Junyi Dai, an individual. |
| (b) | Mr. Dai's address is c/o Indaptus Therapeutics, Inc., 3 Columbus Circle, 15th Floor, New York, NY, 10019. |
| (c) | Mr. Dai's present principal occupation is the chief executive officer and chairman of Indaptus Therapeutics, Inc. |
| (d) | During the last five years, Mr. Dai has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Mr. Dai has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which 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, United States federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Dai is a citizen of Australia. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Series AAA Preferred Stock was purchased by Mr. Dai 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. Mr. Dai used personal funds in the aggregate amount of $1,156,642.43 to fund his 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 Person, 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 Person 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 the 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: |
| (c) | The Reporting Person has 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 Person. |
| (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. |
| | Not applicable. |
