Indaptus Therapeutics, Inc. 8-K

What Happened

• Indaptus Therapeutics, Inc. announced a Securities Purchase Agreement with investor David E. Lazar dated December 22, 2025 and closed on December 23, 2025. Mr. Lazar purchased 300,000 shares of Series AA Convertible Preferred Stock and 700,000 shares of Series AAA Convertible Preferred Stock at $6.00 per share for gross proceeds of $6.0 million.
• Each Series AA share converts (after stockholder approval) into 20 shares of common stock and each Series AAA share converts into 150 shares of common stock — a combined potential conversion into 111,000,000 common shares. The company filed Certificates of Designation for both series on December 23, 2025; the preferred shares rank senior to common stock and carry liquidation preferences and limited voting rights.
• The Purchase Agreement requires the company to use commercially reasonable efforts to hold a Special Meeting of stockholders no later than March 31, 2026 to seek approvals including: (i) issuance of common stock upon conversion, (ii) increasing authorized common shares, (iii) permitting majority written consents, (iv) election of three director designees of Mr. Lazar, and (v) a reverse stock split to be determined by the Board. If approvals fail, the company must attempt a Second Meeting, and if still not approved the Series AA will be amended to allow conversion into 19.99% of outstanding common (per Nasdaq rules).
• Following the transaction, the Board appointed David E. Lazar as Chairman and Co‑Chief Executive Officer (effective at Closing) and Avraham Ben‑Tzvi as a director; two directors (Robert E. Martell and Hila Karah) resigned. The Purchase Agreement also gives Mr. Lazar certain participation rights in future equity offerings (up to 25% of a new offering during the six‑month participation period).

Key Details

• Purchase amount: $6.0 million (1,000,000 preferred shares at $6.00 each).
• Potential conversion: up to 111,000,000 common shares (300,000 AA → 6,000,000; 700,000 AAA → 105,000,000).
• Special Meeting deadline: Company to hold by March 31, 2026 to vote on conversion issuance, charter amendments, board additions and a reverse split.
• Management & governance changes: David E. Lazar named Chairman and Co‑CEO; two directors resigned; Avraham Ben‑Tzvi appointed to Board. Executives agreed to modified employment/separation arrangements that include share and cash payments.

Why It Matters

• This transaction brings immediate cash of $6.0M to Indaptus for operations, severance and working capital, but it also creates a path for a very large potential increase in shares outstanding (up to 111 million common shares if converted as structured), which could materially dilute current common shareholders if conversions and related approvals occur.
• Governance and leadership have shifted: an influential investor, David Lazar, now holds preferred stock, a board seat as Chairman and a Co‑CEO role, and has rights to nominate additional directors (subject to Nasdaq rules). These changes can affect the company’s strategic direction, capital‑raising plans and shareholder votes (executive officers also agreed to vote in favor of Board proposals at the Special Meeting).
• Investors should watch the Special Meeting outcomes (by March 31, 2026), any subsequent amendment to conversion terms, and filings showing updated shares outstanding or additional financings.