INDP 8-K
Indaptus Therapeutics, Inc. (INDP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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As previously disclosed, on December 22, 2025, Indaptus Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar (“Mr. Lazar”) pursuant to which he purchased from the Company 300,000 shares of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) and 700,000 shares of Series AAA Convertible Preferred Stock (the “Series AAA Preferred Stock” and, together with the Series AA Preferred Stock, the “Preferred Stock”) of the Company at a purchase price of $6.00 per share of Preferred Stock for aggregate gross proceeds of $6.0 million (the “Investment Transaction”). As part of the Investment Transaction, the Company plans to pursue a strategic transaction involving either an investment in or acquisition of an operating business (the “Target Company”), referred to as the “Post-Investment Transaction.” As further described below, at a Special Meeting of Stockholders of the Company held on February 26, 2026 (the “Special Meeting”), stockholders voted on certain proposals related to the Investment Transaction, which the Company agreed to present pursuant to the Purchase Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
As described below under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, stockholders of the Company approved a proposal granting the board of directors of the Company (the “Board”) authority to effect up to two reverse stock splits (individually a “Reverse Stock Split” and collectively, the “Reverse Stock Splits”) with respect to the Company’s issued and outstanding shares of common stock having an aggregate ratio of 1-for-2 to 1-for-199 (the “Range”), with the ratio at which the Reverse Stock Split would be effected to be a ratio within the Range to be determined at the discretion of the Company’s Board. If and when implemented by the Board, the Reverse Stock Split will be effected by an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”).
The Reverse Stock Split, once implemented, will result in a reduction in the number of shares of common stock outstanding and may affect certain rights of security holders, including voting rights and the number of shares available for future issuance. Additional details regarding the Reverse Stock Split and its impact on stockholders will be provided in subsequent disclosures as the Board determines the final ratio and timing of the Reverse Stock Split.
In addition, as further described in Item 5.03 of this Current Report on Form 8-K, at the Special Meeting, stockholders of the Company approved amendments to the Company’s Charter to (i) increase the number of authorized shares of our common stock to 1,000,000,000 (one billion) shares (the “Authorized Stock Increase Amendment”), and (ii) permit stockholder approval by written consent in lieu of a meeting (the “Written Consent Amendment”).
The Authorized Stock Increase Amendment provides the Company with a greater number of options and flexibility to identify and successfully pursue a Target Company for a Post-Closing Transaction. In addition, the Authorized Stock Increase Amendment provides flexibility to issue additional shares of the Company’s common stock and/or and securities or equity awards which may be convertible, exercisable or otherwise settleable in common stock for business and financial purposes in the future.
The Written Consent Amendment would allow for any action required or permitted to be taken by the Company’s stockholders at a meeting of stockholders to be effected by written consent, assuming such consent is signed by the requisite holders necessary to authorize or take such action.
The information and disclosure in Item 5.03 is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant
As described below under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, stockholders of the Company approved the issuance of common stock upon the conversion of the Preferred Stock. Following the filing of the Certificate of Amendment with the Secretary of State of Delaware described in Item 5.03 below, all of the shares of Preferred Stock are convertible by Mr. Lazar, at his option, into 111.0 million shares of common stock. As a result of the full conversion of the Preferred Stock, 111.0 million shares of common stock are issuable, which collectively represent approximately 96.4% of the total number of shares of common stock currently outstanding on a fully diluted basis.
In addition, as described below under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, Jerome Jabbour and Matthew McMurdo were elected as directors of the Company. Together with David Natan, Avraham Ben-Tzvi and Mr. Lazar himself as Chairman, Mr. Lazar has five nominees appointed to the Board and as a result of the resignations of Mark Gilbert and Michael Newman that went into effect immediately after the Special Meeting, such members of the Board constitute a majority of the nine-member Board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described below under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, stockholders of the Company approved amendments to the Company’s Charter to (i) increase the number of authorized shares of our common stock to 1,000,000,000 (one billion) shares, and (ii) permit stockholder approval by written consent in lieu of a meeting. The increase in the number of authorized shares of common stock and the amendment to permit stockholder approval by written consent in lieu of a meeting was each effected pursuant to a Certificate of Amendment to the Charter (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on February 27, 2026 and was effective as of such date.
The above description is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Additionally, upon filing of the Certificate of Amendment with the Secretary of State of Delaware, Section 2.13 of the Company’s Amended and Restated Bylaws shall be deemed to be amended as follows: “Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.”
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 26, 2026, the Company held the Special Meeting. A total of 777,587 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, representing approximately 34.7% of the Company’s outstanding common stock as of the January 21, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Special Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 21, 2026 (the “Proxy Statement”).
Proposal 1. Election of Jerome Jabbour as Class I and Matthew McMurdo as Class III directors, to serve until the 2028 and 2027 annual meeting of stockholders, respectively, and until their respective successors have been duly elected and qualified.
| Votes FOR | Votes WITHHELD | |||||||
| Jerome Jabbour | 768,029 | 9,558 | ||||||
| Matthew McMurdo | 767,877 | 9,710 | ||||||
Proposal 2. Approval of, in accordance with Nasdaq Listing Rule 5635(b), the issuance of shares of the Company’s common stock upon conversion of Series AA Convertible Preferred Stock and Series AAA Convertible Preferred Stock (collectively, the “Preferred Stock”).
| Votes FOR | Votes AGAINST | Votes ABSTAINED | ||||||||
| 746,109 | 31,345 | 133 | ||||||||
Proposal 3. Approval of, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of the Company’s common stock issuable upon the conversion of Preferred Stock to the Co-Chief Executive Officer and Chairman of the Company:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | ||||||||
| 743,660 | 33,856 | 71 | ||||||||
Proposal 4. Approval of, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock issuable upon the conversion of Preferred Stock:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | ||||||||
| 756,239 | 21,237 | 111 | ||||||||
Proposal 5. Approval of an amendment to the Company’s Charter, to effect two Reverse Stock Splits with respect to the Company’s issued and outstanding shares of common stock having an aggregate ratio of 1-for-2 to 1-for-199, with the ratio at which the Reverse Stock Split would be effected to be a ratio within the range to be determined at the discretion of the Company’s Board and included in a public announcement by the Company before the effectiveness of the Reverse Stock Split:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | ||||||||
| 750,074 | 27,430 | 83 | ||||||||
Proposal 6. Approval of an amendment to the Company’s Charter, to increase the authorized shares of common stock from 200,000,000 to up to 1,000,000,000 at the discretion of the Board of Directors:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | ||||||||
| 732,746 | 44,715 | 126 | ||||||||
Proposal 7. Approval of an amendment to the Company’s Charter, to allow the taking of stockholder action via written consent in lieu of a meeting:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | ||||||||
| 750,855 | 26,558 | 174 | ||||||||
Based on the foregoing votes, Jerome Jabbour and Matthew McMurdo were elected as Class I and Class III directors, respectively, and Proposals 2 through 7 were approved. As there were sufficient votes to approve the proposals, the Adjournment Proposal was not presented to the Company’s stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File |
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: February 27, 2026
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Nir Sassi | |
| Name: | Nir Sassi | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INDAPTUS THERAPEUTICS, INC.
Indaptus Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:
A. The name of the Corporation is Indaptus Therapeutics, Inc. The Corporation was originally incorporated under the name of Intec Parent, Inc., and the original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 24, 2021.
B. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware, and has been duly approved by the stockholders of the Corporation.
C. The first sentence of first paragraph of Article IV of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one billion and five million shares, consisting of (a) one billion shares of common stock, $0.01 par value per share (“Common Stock”), and (b) five million shares of undesignated preferred stock, $0.01 par value per share (“Preferred Stock”).”
D. Article VII(A) of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation at a duly called annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by all the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in the manner required by the DGCL.”
E. All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, Indaptus Therapeutics, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 27th day of February, 2026.
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Jeffrey Meckler | |
| Name: | Jeffrey Meckler | |
| Title: | Co-Chief Executive Officer | |