INDP 8-K
Indaptus Therapeutics, Inc. (INDP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously reported on its Current Report on Form 8-K filed on June 13, 2025 (the “Prior 8-K”), on June 12, 2025, Indaptus Therapeutics, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”) for the offering (the “Offering”) in an ongoing private placement of convertible promissory notes in the aggregate principal amount of approximately $2.3 million (the “Notes”) and warrants (the “Warrants”) to purchase shares of common stock, par value $0.01 per share (“Common Stock”). The first closing of the private placement occurred on June 12, 2025.
On June 30, 2025, the Company entered into additional Purchase Agreements with Purchasers for the offering in the private placement of Notes in the aggregate principal amount of approximately $3.4 million and Warrants to purchase shares of Common Stock, which closed on the same day. The aggregate principal amount of the second and final closing of the private placement together with the first closing, was approximately $5.7 million, before deducting the placement agent’s fees and other offering expenses.
The Company intends to use the net proceeds from the Offering for research and development activities including the funding of a Phase 1b/2 clinical trial as well as for working capital and general corporate purposes.
The Notes bear interest at the rate of 6% per year and will mature on July 28, 2026 (the “Maturity Date”). The Notes will convert, together with accrued interest, into shares of the Company’s Common Stock (the “Conversion Shares”) on the date (the “Conversion Date”) which is the earlier of (i) the date that is 30 days from the effectiveness of a reverse split effected by the Company on Nasdaq (i.e. July 27, 2025), and (ii) the one-year anniversary from the issuance of the Notes. The conversion price per share of Common Stock (the “Conversion Price”) will be equal to 80% of the average Nasdaq official closing price of the Common Stock for the five trading days immediately preceding and including the Conversion Date, subject to a maximum conversion price of $11.20.
If after giving effect to the conversion of the Notes, any such holder of the Notes would beneficially own in excess of 4.99% or 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion, then in lieu of receipt of shares of Common Stock upon conversion, the holder shall receive such pre-funded warrants, in substantially the same form as the Warrants, but with an exercise price for the pre-funded warrants of $0.01 per share and no expiration date (the “Pre-Funded Warrants”).
Within 10 days of the later of the Conversion Date and the date stockholder approval is obtained, each Purchaser will receive a Warrant exercisable for shares of the Company’s Common Stock in a number equal to 200% of the Conversion Shares. The Warrants are exercisable on the date which is the later of (i) the Conversion Date and (ii) the date stockholder approval is obtained and will expire on the five year anniversary thereafter. The Warrants will have an exercise price equal to the Conversion Price. Pursuant to the Purchase Agreements, the Company has agreed to file a registration statement within 30 days of the Conversion Date providing for the resale of the Conversion Shares and shares of Common Stock underlying the Warrants (the “Warrant Shares”). The Company has also agreed to use commercially reasonable efforts to cause such registration statement to become effective within 60 days following the Conversion Date and to use commercially reasonable efforts to keep such registration statement effective at all times until the earlier of (i) the date that no Purchaser owns any Conversion Shares, Warrants or Warrant Shares issuable upon exercise thereof and (ii) the two year anniversary of the closing date.
In compliance with Nasdaq Listing Rule 5635(d), the Company and the Purchasers agreed that the Company will not issue Conversion Shares if it would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Convertible Notes without breaching the Company’s obligations under Nasdaq Listing Rule 5635(d). Pursuant to the Purchase Agreement, the Company agreed to hold a special stockholder meeting in order to seek stockholder approval which is currently scheduled to be held on July 25, 2025.
The foregoing descriptions of the Purchase Agreement, Notes and Warrants are qualified by reference to the full text of such documents, a form of each of which are filed as Exhibits 10.1, 10.2 and 10.3 to the Prior 8-K and are incorporated by reference herein.
Paulson Investment Company, LLC (“Paulson”) served as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to a Placement Agent Agreement (the “PAA”) between the Company and Paulson. As compensation for such placement agent services, the Company has agreed to pay Paulson an aggregate cash fee equal to 12.0% of the gross proceeds received by the Company from the offering, and a non-accountable expense of $25,000. In addition, Paulson is entitled to certain tail rights for a period of one year following the termination or expiration of the PAA. The Placement Agent will also receive warrants (the “Placement Agent Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 12.0% of the Conversion Shares issuable upon conversion of the Notes sold in the offering. The Placement Agent Warrants will have the same terms as the Warrants (except that the Placement Agent Warrants contain a cashless exercise feature) and expire on the fifth anniversary of the issue date. The PAA contains certain customary representations and warranties and indemnification obligations of the Company and Paulson.
A description of the PAA is qualified by reference to the full text of such document, a form of which is filed as Exhibit 10.4 to the Prior 8-K and is incorporated by reference herein.
This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description of the Notes contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 relating to the Notes, Pre-Funded Warrants, Warrants, Placement Agent Warrants and the shares of common stock issuable upon the conversion or exercise of the Notes, Pre-Funded Warrants, Warrants and Placement Agent Warrants are incorporated by reference into this Item 3.02 in its entirety. Based in part upon the representations of the Purchasers in the Purchase Agreements and Paulson in the PAA, the offering and sale of the Notes, Pre-Funded Warrants, Warrants and Placement Agent Warrants and the shares of Common Stock underlying each of the foregoing will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(c) of Regulation D promulgated under the Securities Act. The issuances and sales of the Notes, Pre-Funded Warrants, Warrants, Placement Agent Warrants and the shares of Common Stock underlying each of the foregoing will not be registered under the Securities Act or any state securities laws, and such securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.
| Item 7.01. | Regulation FD Disclosure. |
On July 1, 2025, the Company issued a press release announcing the pricing of the private placement described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in any such filing, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2025
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Nir Sassi | |
| Name: | Nir Sassi | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Indaptus Therapeutics, Inc. Announces Additional Sale of $3.4 Million in Private Placement of Convertible Notes and Warrants
NEW YORK, July 1, 2025 (GLOBE NEWSWIRE) — Indaptus Therapeutics, Inc. (Nasdaq: INDP) (“Indaptus”), a clinical stage biotechnology company dedicated to pioneering innovative cancer and viral infection treatments, today announced the additional sale of approximately $3.4 million in aggregate principal amount of convertible promissory notes and accompanying warrants. Together with a prior sale of $2.3 million of convertible promissory notes and accompanying warrants, the Company raised an aggregate of $5.7 million in gross proceeds in this offering.
The notes bear interest at the rate of 6% per year and will mature on July 28, 2026. The notes will convert, together with accrued interest, into shares of common stock on the date which is the earlier of (i) the date that is 30 days from the effectiveness of a reverse split effected by the Company on Nasdaq, and (ii) the one-year anniversary from the issuance of the notes. The conversion price per share of common stock will be equal to 80% of the average Nasdaq official closing price of the common stock for the five trading days immediately preceding and including the conversion date, subject to a maximum conversion price of $11.20.
Warrants to purchase 200% of the conversion shares will be issued following the conversion of the notes and obtaining stockholder approval. The warrants will have an exercise price equal to the conversion price of the notes and have a term of five years from the date of issuance.
Paulson Investment Company, LLC is acting as the exclusive placement agent in connection with the offering.
Indaptus intends to use the net proceeds from the offering for research and development activities including the funding of a Phase 1b/2 clinical trial as well as for working capital and general corporate purposes.
The securities to be issued in the private placement and shares issuable upon conversion or exercise of such notes and warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(c) of Regulation D promulgated thereunder, have not been registered under the Securities Act or applicable state securities laws and may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding anticipated use of the net proceeds. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. Forward-looking statements can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”, “may”, “should”, “could”, “might”, “seek”, “target”, “will”, “project”, “forecast”, “continue” or “anticipate” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to the following: our limited operating history; conditions and events that raise substantial doubt regarding our ability to continue as going concern; the need for, and our ability to raise, additional capital given our lack of current cash flow; our clinical and preclinical development, which involves a lengthy and expensive process with an uncertain outcome; our incurrence of significant research and development expenses and other operating expenses, which may make it difficult for us to attain profitability; our pursuit of a limited number of research programs, product candidates and specific indications and failure to capitalize on product candidates or indications that may be more profitable or have a greater likelihood of success; our ability to obtain and maintain regulatory approval of any product candidate; the market acceptance of our product candidates; our reliance on third parties to conduct our preclinical studies and clinical trials and perform other tasks; our reliance on third parties for the manufacture of our product candidates during clinical development; our ability to successfully commercialize Decoy20 or any future product candidates; our ability to obtain or maintain coverage and adequate reimbursement for our products; the impact of legislation and healthcare reform measures on our ability to obtain marketing approval for and commercialize Decoy20 and any future product candidates; product candidates of our competitors that may be approved faster, marketed more effectively, and better tolerated than our product candidates; our ability to adequately protect our proprietary or licensed technology in the marketplace; the impact of, and costs of complying with healthcare laws and regulations, and our failure to comply with such laws and regulations; information technology system failures, cyberattacks or deficiencies in our cybersecurity; and unfavorable global economic conditions. These and other important factors discussed under the caption “Risk Factors” included in our most recent Annual Report on Form 10-K filed with the SEC on March 13, 2025, and our other filings with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release. We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by applicable law.
Contact: [email protected]
Investor
Relations Contact:
CORE IR
Louie Toma
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