Lazar takes 98% control stake in Indaptus Therapeutics (INDP) via $6M deal

Rhea-AI Filing Summary

Indaptus Therapeutics Inc. investor David E. Lazar has disclosed effective control of the company, reporting beneficial ownership of 111,000,000 shares of common stock, or about 98% of the class, through convertible preferred stock.

Under a Securities Purchase Agreement dated December 22, 2025, Lazar agreed to buy 300,000 shares of Series AA Preferred Stock, convertible into 6 million common shares for $1.8 million, and 700,000 shares of Series AAA Preferred Stock, convertible into 105 million common shares for $4.2 million, for total consideration of $6 million. Stockholders approved the necessary share increase and conversion on February 26, 2026.

Following this deal, Lazar became Co-Chief Executive Officer and a director, and is expected to serve as Chairman of the Board. He also obtained the right to recommend up to three additional director nominees at a future stockholder meeting and has participation rights in future Indaptus financing transactions.

Positive

• $6 million capital infusion via Series AA and Series AAA preferred stock provides additional funding, with 300,000 Series AA shares at $1.8 million and 700,000 Series AAA shares at $4.2 million, potentially strengthening Indaptus Therapeutics Inc.’s balance sheet and financing flexibility.

Negative

• Extreme ownership concentration and dilution result from preferred stock convertible into 111,000,000 common shares, giving David E. Lazar approximately 98% beneficial ownership based on 2,242,324 shares outstanding, sharply reducing minority shareholders’ relative voting power and economic stake.

Insights

Equity governance and control analyst

Lazar’s financing delivers cash but concentrates control at Indaptus.

Indaptus Therapeutics raised $6 million by issuing Series AA and Series AAA convertible preferred stock to David E. Lazar, which together are convertible into 111,000,000 common shares. Based on 2,242,324 shares outstanding as of January 21, 2026, this equates to approximately 98% beneficial ownership.

This structure means a single investor can effectively control voting outcomes and strategic direction once conversion occurs, while existing common holders experience very large dilution of their economic and voting stake. Lazar’s concurrent roles as Co-Chief Executive Officer and expected Chairman further reinforce this concentration of influence.

The agreement also gives Lazar rights to recommend up to three board nominees and to participate in future equity or equity-linked financings. Subsequent company disclosures may detail how these rights are exercised and how the enlarged share base interacts with Nasdaq listing requirements and future capital-raising activities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Indaptus Therapeutics Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

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)

02/26/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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 111,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 111,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

111,000,000.00

12

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

13

Percent of class represented by amount in Row (11)

98 %

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 111,000,000 Shares that the Reporting Person may acquire upon the conversion of the Issuer's Series AA Convertible Non-Redeemable Preferred Stock and Series AAA Convertible Non-Redeemable Preferred Stock, as described further in Item 6 below.

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 2.	Identity and Background
(a)	This statement is filed by David Elliot Lazar (the "Reporting Person").
(b)	The principal business address of the Reporting Person is 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.
(c)	The Reporting Person is a private investor.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, 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)	The Reporting Person is a citizen of Portugal and Israel.
Item 3.	Source and Amount of Funds or Other Consideration
	As described further in Item 6 below, on December 22, 2025, the Issuer entered into a securities purchase agreement (the "SPA") with the Reporting Person, pursuant to which the Reporting Person agreed to acquire from the Issuer (i) an aggregate of 300,000 shares of Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Stock") convertible into an aggregate of 6 million shares of the Issuer's common stock for $1.8 million and (ii) an aggregate of 700,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock" and together with the Series AA Preferred Stock, the "Preferred Stock") convertible into an aggregate of 105 million shares of the Issuer's common stock for $4.2 million, for total transaction consideration of $6 million. The Preferred Stock was not convertible into Shares unless and until approved by the Issuer's stockholders, which approval was obtained on February 26, 2026.
Item 4.	Purpose of Transaction
	Pursuant to the SPA, as further described in Item 6, effective as of December 23, 2025, the Reporting Person was appointed as the Co-Chief Executive Officer and a member of the Issuer's Board of Directors. In addition to the Reporting Person being appointed as a director and Chief Executive Officer of the Issuer, pursuant to the SPA, the Reporting Person obtained the right to recommend to the Issuer up to three (3) individuals to be nominated for election at the Issuer's subsequent stockholder meeting (the "Stockholder Meeting"), subject to stockholder approval and compliance with Nasdaq Listing Rule 5640. Upon his election to the Board, the Reporting Person will serve as the Chairman of the Board. The Reporting Person purchased the Shares pursuant to the SPA based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to further increase or decrease his position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in additional communications with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 2,242,324 Shares outstanding as of January 21, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on January 21, 2026. As of the close of business on March 2, 2026, the Reporting Person beneficially owned 111,000,000 Shares. Percentage: Approximately 98.0%
(b)	1. Sole power to vote or direct vote: 111,000,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 111,000,000 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
	On December 22, 2025, the Issuer entered into the SPA with the Reporting Person, pursuant to which the Reporting Person agreed to acquire from the Issuer (i) an aggregate of 300,000 shares of Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Stock") convertible into an aggregate of 6 million shares of the Issuer's common stock for $1.8 million and (ii) an aggregate of 700,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock" and together with the Series AA Preferred Stock, the "Preferred Stock") convertible into an aggregate of 105 million shares of the Issuer's common stock for an additional $4.2 million, for total transaction consideration of $6 million. The Preferred Stock became convertible following the Stockholder Meeting on February 26, 2026, at which the Issuer's stockholders approved, among other things, a) an increase in the Issuer's authorized common stock to enable the Issuer to issue all of the Shares that are issuable upon the conversion of the Preferred Stock and b) the issuance of Shares upon conversion of the Preferred Stock in accordance with the listing rules of The Nasdaq Stock Market, LLC (the "Stockholder Approval"). Following the Stockholder Approval, each share of Series AA Preferred Stock became convertible into 20 Shares per share of Series AA Preferred Stock, or an aggregate of 6 million Shares, and each share of Series AAA Preferred Stock became convertible into 150 Shares per share of Series AAA Preferred Stock, or an aggregate of 105 million Shares. The SPA contains customary representations, warranties and agreements of the Issuer and the Reporting Person, limitations, and conditions regarding sales of the Issuer's common stock, indemnification rights and other obligations of the parties. Furthermore, the SPA contains certain covenants that the Issuer is obligated to comply with, such as holding a special meeting of stockholders for purposes of obtaining the Stockholder Approval and electing certain directors to the Issuer's board of directors. Furthermore, the Issuer and Reporting Person agree to be bound by certain covenants pursuant to the SPA, as more fully set forth therein. The Issuer also granted the Reporting Person a right to participate in subsequent financing transactions where the Issuer issues common stock or common stock equivalents for cash consideration, indebtedness or a combination thereof. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the 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.
	99.1 Securities Purchase Agreement, dated as of December 22, 2025, by and between the Issuer and David Lazar (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Indaptus Therapeutics, Inc. on December 23, 2025). https://www.sec.gov/Archives/edgar/data/1857044/000149315225029107/ex10-1.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.

Lazar David E.

Signature:	/s/ David E. Lazar
Name/Title:	David E. Lazar
Date:	03/02/2026

FAQ

What ownership stake in Indaptus Therapeutics (INDP) did David E. Lazar report?

David E. Lazar reported beneficial ownership of about 98% of Indaptus’s common stock. This is based on 111,000,000 shares tied to convertible preferred stock, compared with 2,242,324 shares outstanding as of January 21, 2026.

How did David E. Lazar acquire his Indaptus Therapeutics (INDP) position?

Lazar entered a Securities Purchase Agreement on December 22, 2025 to buy Series AA and Series AAA preferred stock. These securities are convertible into a total of 111,000,000 common shares for aggregate consideration of $6 million, following required stockholder approvals.

What are the conversion terms of Indaptus’s Series AA and Series AAA preferred held by Lazar?

Each Series AA preferred share converts into 20 common shares, totaling 6 million shares for 300,000 preferred shares. Each Series AAA preferred share converts into 150 common shares, totaling 105 million shares for 700,000 preferred shares, once stockholder approval was obtained.

What management roles does David E. Lazar hold at Indaptus Therapeutics (INDP)?

Effective December 23, 2025, Lazar became Co-Chief Executive Officer and a member of the board of directors. The agreement states that, upon his election to the board, he will serve as Chairman, further aligning his management and ownership influence.

Does David E. Lazar have board nomination rights at Indaptus Therapeutics (INDP)?

Yes. Under the Securities Purchase Agreement, Lazar obtained the right to recommend up to three individuals for election at a subsequent stockholder meeting. These nominations are subject to stockholder approval and compliance with Nasdaq Listing Rule 5640.

What rights does Lazar have in future Indaptus Therapeutics (INDP) financings?

The agreement grants Lazar participation rights in future financing transactions where Indaptus issues common stock or equivalents for cash, indebtedness, or combinations thereof. This allows him to maintain or adjust his economic exposure in subsequent capital raises.