Indaptus Therapeutics, Inc 8-K/A, filed Sep 8, 2026
Indaptus Therapeutics, Inc. (INDP)
About this 8-K/A
Indaptus Therapeutics, Inc filed this 8-K/A on September 8, 2026, reporting on events of August 28, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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EXPLANATORY NOTE
Item 1.01. Entry into a Material Definitive Agreement.
On August 28, 2026, Indaptus Therapeutics, Inc. (the “Company”) entered into an Amended and Restated At the Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), which amends and restates in its entirety, and supersedes and replaces, the At The Market Offering Agreement, dated June 1, 2022, between the Company and Wainwright (the “Original Agreement”). The Sales Agreement provides for the sale and issuance by the Company of shares of its common stock, par value $0.01 per share (the “Common Stock”), from time to time, through or to Wainwright as the Company’s sales agent and/or principal in an “at the market offering” program and as otherwise set forth in the Sales Agreement (the “Offering”).
Pursuant to the Sales Agreement, the Company may issue and sell through or to Wainwright shares of Common Stock having an aggregate maximum offering price of up to $100,000,000, subject to the limitations set forth in the Sales Agreement, including the number of authorized but unissued shares of Common Stock available for issuance and the Company’s continued satisfaction of the eligibility and transaction requirements for use of Form S-3. The $100,000,000 maximum aggregate gross sales price applies solely to shares sold on or after the execution date of the Sales Agreement. Shares sold pursuant to the Original Agreement prior to the date of the Sales Agreement will not be counted toward such limit.
On August 31, 2026, the Company filed a prospectus supplement, dated August 31, 2026, as amended by Amendment No. 1 thereto, dated September 4, 2026, including an accompanying base prospectus, dated August 20, 2025 (the “ATM Prospectus Supplement”), which together form a part of the Company’s shelf registration statement on Form S-3 (File No. 333-289573), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 13, 2025 and declared effective by the SEC on August 20, 2025 (the “Registration Statement”), in connection with the offer and sale of shares of Common Stock pursuant to the Sales Agreement.
Pursuant to the Sales Agreement, Wainwright has agreed to use its commercially reasonable efforts to sell shares of Common Stock from time to time, subject to the terms and conditions of the Sales Agreement. The Company will designate the maximum amount of shares of Common Stock to be sold by Wainwright on any trading day and the minimum price per share at which such shares may be sold. The gross sales price of shares of Common Stock sold by Wainwright as sales agent under the Sales Agreement will be the market price for the shares of Common Stock on the applicable trading market at the time of sale.
Subject to the terms and conditions of the Sales Agreement, Wainwright may sell shares of Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the applicable trading market, on any other existing trading market for the Common Stock or to or through a market maker. Wainwright may also sell shares of Common Stock in privately negotiated transactions with the Company’s prior written approval and to the extent provided for in the applicable prospectus supplement. In addition, if the Company wishes to sell shares in a manner other than through sales by Wainwright as sales agent, the Company and Wainwright may enter into a separate terms agreement pursuant to which Wainwright may purchase shares of Common Stock as principal on terms agreed upon by the parties.
The Company has no obligation to sell any shares of Common Stock under the Sales Agreement. The Company or Wainwright may suspend the offering of shares under the Sales Agreement at any time in accordance with the terms thereof. Wainwright is not obligated to purchase any shares of Common Stock on a principal basis under the Sales Agreement except as otherwise specifically agreed by Wainwright and the Company pursuant to a separate terms agreement. No assurance can be given that the Company will sell any shares of Common Stock under the Sales Agreement or, if any sales occur, as to the price or number of shares that will be sold or the dates on which any such sales will take place.
Pursuant to the terms of the Sales Agreement, the Company will pay Wainwright a placement fee equal to 3.0% of the gross sales price of shares of Common Stock sold by Wainwright as sales agent pursuant to the Sales Agreement. The foregoing rate of compensation does not apply when Wainwright acts as principal, in which case the Company may sell shares to Wainwright at a price agreed upon pursuant to the applicable terms agreement.
The Company has agreed to provide Wainwright and certain related persons with customary indemnification and contribution rights, including with respect to certain liabilities under the Securities Act. The Company has also agreed to reimburse Wainwright for certain fees and expenses, including certain fees and expenses of Wainwright’s legal counsel, in each case subject to the terms and limitations set forth in the Sales Agreement.
The Sales Agreement contains customary representations and warranties, covenants and conditions to the sale of shares of Common Stock pursuant thereto.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of McCarter & English, LLP regarding the validity of the shares of Common Stock that may be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1*# | Amended and Restated At the Market Offering Agreement, dated as of August 28, 2026, by and between the Company and H.C. Wainwright & Co., LLC | |
| 5.1# | Opinion of McCarter & English, LLP | |
| 23.1# | Consent of McCarter & English, LLP (included in Opinion of McCarter & English, LLP filed as Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished to the SEC or its staff upon request.
# Previously filed.
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: September 4, 2026
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Junyi Dai | |
| Name: | Junyi Dai | |
| Title: | Chief Executive Officer | |