UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 2618, 2026

INDAPTUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40652

86-3158720

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Columbus Circle 15th Floor

New York, New York

10019

(Address of principal executive offices)

(Zip Code)

(646) 427-2727

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		INDP		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

AsItem ~~previously disclosed, on December 22, 2025, Indaptus Therapeutics, Inc~~5. ~~(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E~~01. ~~Lazar~~Changes (“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 orControl ~~acquisition~~ of ~~an operating business (the “Target Company”), referred to as the “Post-Investment Transaction~~Registrant.” 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~~As 3described in Item 1.0301 of the Current Report on Form 8-K filed by Indaptus Therapeutics, Inc. ~~Material~~(the ~~Modification~~“Company”) on December 23, 2025, on December 22, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar, pursuant to ~~Rights~~which he purchased from the Company 300,000 shares of ~~Security~~Series ~~Holders~~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. Each share of Series AA Preferred Stock is convertible into 20 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and each share of Series AAA Preferred Stock is convertible into 150 shares of Common Stock for a combined total of 111,000,000 shares of Common Stock.

AsThe ~~described~~Company ~~below~~has ~~under~~been ~~Item~~advised ~~5.07~~that, ofpursuant ~~this~~to ~~Current~~a ~~Report~~share onsale ~~Form~~agreement ~~8-K, at~~ (the ~~Special~~“March ~~Meeting~~2026 SPA”), ~~stockholders~~on ofMarch ~~the~~23, ~~Company~~2026, ~~approved a proposal~~David ~~granting~~Lazar ~~the~~sold, ~~board~~in ofaccordance ~~directors~~with of the ~~Company~~rights ~~(the~~afforded ~~“Board”) authority~~ to ~~effect~~Mr. upLazar toin ~~two~~the ~~reverse~~Purchase ~~stock~~Agreement, ~~splits~~all ~~(individually a~~of ~~“Reverse~~his ~~Stock~~interest ~~Split”~~ and ~~collectively,~~rights ~~the~~in ~~“Reverse Stock Splits”) with respect to~~ the ~~Company’s issued~~700,000 ~~and outstanding~~ shares of ~~common~~Series ~~stock~~AAA ~~having~~Preferred anStock ~~aggregate~~and ~~ratio~~all of ~~1-for-2~~his tointerest ~~1-for-199~~and ~~(the~~rights ~~“Range”)~~to 196,800 ~~with~~shares ~~the~~of ~~ratio~~Series ~~at which~~AA ~~the~~Preferred ~~Reverse~~ Stock ~~Split would be effected~~ to beYun aYao, ~~ratio~~Sino Lion ~~within~~Ventures ~~the~~Limited, ~~Range~~Junyi toDai, beTing ~~determined~~Yang, atand ~~the~~Lina ~~discretion~~Deng of (the ~~Company’s Board.~~“Purchasers”) Ifin ~~and~~certain ~~when~~percentages ~~implemented~~set byforth ~~the~~in ~~Board,~~ the ~~Reverse~~definitive agreements ~~Stock~~related ~~Split~~to ~~will~~such betransaction, ~~effected~~for by an ~~amendment~~aggregate topurchase ~~the~~price ~~Company’s Amended and Restated Certificate~~ of ~~Incorporation~~$11,200,000 (the “~~Charter~~Purchase Price”).

The ~~Reverse~~table ~~Stock~~below ~~Split,~~shows ~~once~~the ~~implemented,~~allocation ~~will~~of ~~result~~the inPurchase aPrice ~~reduction~~and in the ~~number~~acquired ofstock ~~shares~~for ofeach ~~common~~Purchaser, ~~stock~~the ~~outstanding~~sources ~~and~~of ~~may~~the ~~affect~~funds used ~~certain~~by ~~rights~~each of ~~security~~the ~~holders~~Purchasers, ~~including~~as ~~voting~~well ~~rights~~as ~~and~~ the ~~number~~portion of ~~shares~~the ~~available~~Company’s ~~for~~issued ~~future~~and ~~issuance.~~outstanding ~~Additional~~Common ~~details~~Stock to be held by each ~~regarding~~Purchaser on the ~~Reverse~~assumption ~~Stock~~that ~~Split~~all ~~and~~the ~~its~~Purchasers ~~impact~~as onwell ~~stockholders~~as Mr. Lazar will beconvert ~~provided~~all inPreferred ~~subsequent~~Stock ~~disclosures~~into asshares ~~the~~of ~~Board~~Common Stock ~~determines~~and the ~~final~~ ~~ratio~~Company ~~and~~will ~~timing~~have of113,242,324 ~~the~~shares ~~Reverse~~of Common Stock ~~Split~~outstanding as of such conversions.

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”).

Purchaser	Portion of Purchase Price (USD)		Sources of Funds		Series AA Preferred Stock*		Series AAA Preferred Stock**		Converted		Percentage of Shares Beneficially Owned
Yun Yao	$	4,317,206.43		Personal Funds		196,800		253,700		41,991,000		37.08	%
Sino Lion Ventures Limited	$	3,998,898.44		Working Capital		0		259,300		38,895,000		34.35	%
Junyi Dai	$	1,156,642.43		Personal Funds		0		75,000		11,250,000		9.93	%
Ting Yang	$	1,156,642.43		Personal Funds		0		75,000		11,250,000		9.93	%
Lina Deng	$	570,610.27		Personal Funds		0		37,000		5,550,000		4.90	%
TOTAL:	$	11,200,000				196,800		700,000		108,936,000		96.20	%

~~The~~* ~~Authorized~~Each ~~Stock~~share ~~Increase Amendment provides the Company with a greater number~~ of ~~options~~Series ~~and~~AA ~~flexibility to~~Preferred ~~identify and successfully pursue a Target Company for a Post-Closing Transaction. In addition, the Authorized~~ Stock ~~Increase~~converts ~~Amendment provides~~into ~~flexibility~~20 ~~to issue additional~~ shares of ~~the~~Common ~~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.~~Stock

~~The~~** ~~Written~~Each ~~Consent~~share ~~Amendment~~of ~~would~~Series ~~allow~~AAA ~~for~~Preferred ~~any~~Stock ~~action~~converts ~~required~~into or150 ~~permitted~~shares ~~to be taken by the Company’s stockholders at a meeting~~ of ~~stockholders~~Common ~~to be effected by written consent, assuming such consent is signed by the requisite holders necessary to authorize or take such action.~~ Stock

The Company has been advised by the Purchasers ~~information~~that they will be jointly filing a Schedule 13D pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and ~~disclosure~~their ~~in Item~~Joint 5Filing Agreement, by and among the Purchasers which will be attached to such Schedule 13D as Exhibit 99.032. isThe ~~incorporated~~Purchasers byhave ~~reference~~further ~~into~~advised ~~this Item~~the Company that the Purchasers may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act by virtue of the March 2026 SPA.03 Each Purchaser has expressly disclaimed beneficial ownership of any shares of Common Stock held by any other Purchaser except to the extent of such Purchaser’s pecuniary interest therein, and except as may be otherwise specifically disclosed in a Schedule 13D, each Purchaser has sole voting and dispositive power with respect to the shares it beneficially owns.

~~Item~~If 5the Purchasers and Mr.01 ~~Changes~~Lazar inconvert ~~Control~~all the Preferred Stock into shares of ~~Registrant~~Common Stock, following such conversions, Mr. Lazar’s ownership will be approximately 1.82% of the issued and outstanding shares of Common Stock.

AsThere ~~described~~were ~~below~~no ~~under~~arrangements ~~Item~~or 5understandings amongst Mr.07 ofLazar ~~this~~and ~~Current~~the ~~Report~~Purchasers onand ~~Form~~their ~~8-K,~~associates atwith ~~the~~respect ~~Special~~to ~~Meeting,~~the ~~stockholders~~election of ~~the~~directors or ~~Company~~other ~~approved~~matters, ~~the issuance~~other ofthan ~~common~~with ~~stock~~respect ~~upon~~to the ~~conversion~~appointment of ~~the~~Junyi ~~Preferred~~Dai ~~Stock.~~as ~~Following~~an ~~the~~officer ~~filing~~ of the ~~Certificate~~Company, ofthe ~~Amendment~~resignation ~~with~~of ~~the~~Mr. ~~Secretary~~Lazar ofas ~~State~~Chairman of ~~Delaware~~the ~~described~~Board inand ~~Item~~co-Chief ~~5.03~~Executive ~~below,~~Officer ~~all~~ of the ~~shares~~Company, ofand ~~Preferred~~the ~~Stock~~Purchasers’ ~~are~~agreement ~~convertible~~to bycause ~~Mr.~~the ~~Lazar,~~Company atto ~~his~~include the ~~option~~2, ~~into~~064,000 ~~111.0 million~~ shares of ~~common~~Common ~~stock.~~Stock Asunderlying ~~a result of~~ the ~~full~~103,200 ~~conversion~~shares of ~~the~~Series AA Preferred Stock, ~~111.0~~being ~~million~~retained ~~shares~~by ofMr. ~~common stock~~Lazar ~~are~~in ~~issuable,~~a ~~which~~resale registration ~~collectively~~statement ~~represent~~to ~~approximately~~be ~~96.4%~~filed ofby the ~~total~~Company ~~number~~within ofthirty ~~shares~~(30) days of ~~common~~March ~~stock~~23, ~~currently outstanding on a fully diluted basis~~2026.

~~In addition, as described below under~~ Item 5.0702. ofDeparture ~~this Current Report on Form 8-K, at the Special Meeting, Jerome Jabbour and Matthew McMurdo were elected as directors~~ of ~~the~~Directors ~~Company.~~or ~~Together~~Certain ~~with~~Officers; ~~David~~Election ~~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~~Directors; ~~resignations~~Appointment of ~~Mark~~Certain ~~Gilbert~~Officers; ~~and~~Compensatory ~~Michael~~Arrangements ~~Newman that went into effect immediately~~of ~~after~~Certain ~~the Special Meeting, such members of the Board constitute a majority of the nine-member Board~~Officers.

~~Item~~Resignation ~~5.03. Amendments to Articles~~ of ~~Incorporation~~Directors orand ~~Bylaws; Change in Fiscal Year.~~Officers

AsJeffrey ~~described~~A. ~~below~~Meckler, ~~under~~Roger ~~Item 5~~J.07 ~~of this Current Report on Form 8-K~~Pomerantz, atAnthony ~~the~~J. ~~Special Meeting~~Maddaluna, ~~stockholders~~and ofWilliam ~~the~~B. ~~Company~~Hayes ~~approved~~(together, ~~amendments to~~ the ~~Company’s~~“Resigning ~~Charter to (i~~Directors”) ~~increase~~resigned on ~~the~~March ~~number~~18, of2026. ~~authorized~~Mr. ~~shares~~Meckler ofalso ~~our~~resigned ~~common~~as ~~stock~~co-Chief toExecutive ~~1,000,000,000~~Officer ~~(one~~on ~~billion)~~March ~~shares~~18, ~~and~~ ~~(ii)~~2026. ~~permit~~David ~~stockholder~~Lazar ~~approval~~resigned byas ~~written~~co-Chief ~~consent~~Executive Officer inon ~~lieu~~March of18, a2026, ~~meeting.~~but ~~The~~remains ~~increase~~on in the ~~number~~Board of ~~authorized~~Directors, ~~shares~~while ofstepping ~~common stock~~down ~~and~~as ~~the~~Chairman. ~~amendment~~The toresignation ~~permit~~of ~~stockholder~~each ~~approval by written consent in lieu~~ of athe ~~meeting~~Resigning Directors ~~was~~and ~~each~~Mr. ~~effected~~Lazar ~~pursuant~~as toco-Chief aExecutive ~~Certificate of~~Officer ~~Amendment~~is tonot ~~the~~based ~~Charter~~on ~~(the~~any ~~“Certificate~~disagreement ~~of Amendment”) filed~~ with the ~~Secretary~~Company ofon ~~State~~any ofmatter ~~the~~relating ~~State~~to ~~of Delaware on~~the ~~February~~Company’s 27operations, ~~2026~~policies, ~~and~~or ~~was effective as of such date~~practices.

~~The~~Committee 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.Appointments

~~Additionally,~~To ~~upon~~fill ~~filing of~~ the ~~Certificate~~vacancies ofleft ~~Amendment~~on ~~with~~ the ~~Secretary of State of Delaware, Section 2.13 of the~~ Company’s ~~Amended~~committees ~~and Restated~~by ~~Bylaws~~the ~~shall~~Resigning beDirectors, ~~deemed~~Matthew toMcMurdo bewas ~~amended~~appointed as ~~follows:~~a ~~“Unless~~member ~~otherwise~~of ~~provided in~~ the Audit ~~Certificate of Incorporation~~Committee, ~~any~~Avraham ~~action required~~Ben-Tzvi orwas ~~permitted~~appointed toas beChairman ~~taken by the stockholders~~ of the ~~Corporation~~Nominating ~~must~~Committee, beDavid ~~effected~~Natan atwas aappointed ~~duly~~to ~~called~~the ~~annual~~Compensation Committee orand ~~special~~as ~~meeting of~~Chairman ~~stockholders~~ of the ~~Corporation~~Audit Committee, and ~~may~~Jerome ~~not~~Jabbour bewas ~~effected~~appointed byto ~~any~~the ~~consent~~Nominating inCommittee ~~writing~~and byas ~~such~~Chairman of ~~stockholders~~the Compensation Committee.”

~~Item~~Appointment ~~5.07. Submission~~ of ~~Matters~~Director toand ~~a Vote of Security Holders.~~Officer

On ~~February~~March 2618, 2026, the ~~Company~~Board ~~held~~of ~~the~~Directors ~~Special~~appointed ~~Meeting.~~Junyi ADai ~~total~~as ofChairman ~~777,587 shares~~ of the ~~Company’s~~Board ~~common~~of ~~stock~~Directors, ~~were~~effective ~~present~~March ~~in person or represented by proxy at the Special Meeting~~18, ~~representing approximately 34~~2026.7% ~~of the Company’s outstanding common stock~~Furthermore, ason ofMarch ~~the January 21~~18, 2026, ~~record date. The following are~~ the ~~voting~~Board ~~results~~appointed ~~for~~Junyi ~~the~~Dai ~~proposals~~as ~~considered and voted upon at~~ the ~~Special Meeting,~~Chief ~~each~~Executive Officer of ~~which were described in~~ the Company’s, ~~Definitive~~effective ~~Proxy~~at ~~Statement~~Closing ~~filed~~of ~~with~~ the ~~Securities and Exchange Commission on January 21,~~ March 2026 ~~(the “Proxy Statement”)~~SPA.

~~Proposal~~Junyi 1Dai, 39, has been appointed as Chief Executive Officer and Chairman of the Board of Directors. ~~Election~~Mr. Dai most recently served as an independent director of ~~Jerome~~Mega ~~Jabbour~~Matrix Inc. from 2024 to 2025. Prior to that, Mr. Dai served as ~~Class~~Managing IDirector of FLMD Pty Ltd, a real estate investment and ~~Matthew~~asset ~~McMurdo~~management asfirm ~~Class~~based ~~III~~in ~~directors~~Sydney, Australia, from 2015 to ~~serve~~2024, ~~until~~where he oversaw acquisition strategy, capital allocation and portfolio performance. Mr. Dai holds a Bachelor of Commerce from the ~~2028~~University of New South Wales. The Board of Directors believes that Mr. Dai’s experience in investment management and ~~2027~~public ~~annual~~company governance qualifies him to serve as ~~meeting~~the ofCompany’s ~~stockholders,~~Chief ~~respectively,~~Executive Officer and ~~until~~as ~~their~~a ~~respective~~member ~~successors~~of ~~have~~the ~~been~~Board ~~duly~~of ~~elected~~Directors and ~~qualified~~its Chairman.

	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~~March 2724, 2026

	INDAPTUS THERAPEUTICS, INC.

	By:	/s/ Nir Sassi
	Name:	Nir Sassi
	Title:	Chief Financial Officer

Filing Compare · Indaptus Therapeutics, Inc.