NOTE 1: GENERAL

Indaptus Therapeutics, Inc. and its wholly-owned subsidiaries (collectively the “Company”), is a clinical-stage biotechnology company that has historically focused on developing a novel and patented systemically-administered anti-cancer and anti-viral immunotherapy platform. The Company seeks to better understand the relationship between sleep, physical recovery, neurological function, and immune status, which could potentially support future immunotherapy evaluation, patient recovery monitoring, and biomarker research.

During the three months ended June 30, 2026, the Company entered into a research collaboration with Kunming University of Science and Technology, located in Kunming China, for the study of neurological research and sleep as an extension of its immunotherapy research based on its Decoy platform.

On December 22, 2025, the Company entered into a Securities Purchase Agreement (the “December 2025 Purchase Agreement”) with David E. Lazar, pursuant to which he agreed to purchase from the Company 300,000 shares of Series AA Preferred Stock and 700,000 shares of Series AAA Preferred Stock (collectively the “Preferred Stock”) at a purchase price of $6.00 per share for aggregate gross proceeds of $6.0 million, subject to the terms and conditions thereunder (the “Investment Transaction”). The offering closed on December 23, 2025 and all shares of Preferred Stock were converted to shares of common stock during the three months ended March 31, 2026. For more details, see Note 6(e).

As part of the Investment Transaction, the Company is evaluating opportunities for a strategic transaction involving either an investment in or acquisition of an operating business (a “Post-Investment Transaction”) to create future growth opportunities for both the Company and its stockholders. Any investments in or acquisitions of strategic opportunities will be evaluated based on scientific validation, clinical and regulatory considerations, resource availability, strategic fit, and the Company’s overall long-term objectives.

The Company intends to continue evaluating opportunities related to its existing therapeutic development activities while also assessing how additional research capabilities, strategic investments, and potential business combinations may contribute to its longer-term development strategy. As part of this evaluation process, the Company may explore and selectively expand investments in complementary research initiatives, including areas related to sleep-related biological signals, neurophysiological activity patterns, and other data-driven health technologies, where such opportunities are determined to align with the Company’s strategic objectives. The scope, timing and extent of any such investments will depend on scientific validation, market opportunities, available resources, regulatory considerations and other business factors.

On June 17, 2026, the Company entered into a Stock Purchase Agreement (the “June 2026 Purchase Agreement”) pursuant to which the Company agreed to issue and sell an aggregate of 20,000,000 shares of its common stock at a purchase price of $0.60 per share (the “Private Placement”). The aggregate gross proceeds to the Company from the Private Placement were approximately $12.0 million before deducting offering expenses payable by the Company. For more details, see Note 6(f).

Risks and uncertainties

The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operations (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, and dependence on key individuals. In addition, the Company is subject to risks related to its ability to realize the anticipated benefits of the Investment Transaction in the event it is not able to identify and/or pursue a Post-Investment Transaction.

Going concern and management’s plans

The Company has incurred net losses and utilized cash in operations since inception. For the six months ended June 30, 2026, the Company incurred a net loss of approximately $4.3 million, and as of June 30, 2026, the Company had an accumulated deficit of approximately $85.6 million. In addition, during the six months ended June 30, 2026, the Company used approximately $8.9 million of cash in operations. The Company expects to continue to incur significant cash outflows and incur future additional losses as it actively explores strategic opportunities, including potential Post-Investment Transactions, the expansion of its research and development activities into new areas, and related investment opportunities. Based on its current operating plans and available financial resources, the Company believes that it has sufficient liquidity to fund its planned operations and investment activities through June 30, 2027. The Company may further strengthen its capital position through additional public or private equity or debt financings as appropriate to support its strategic objectives and long-term development.

As a result of these uncertainties, there is substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company was unable to continue as a going concern.

Reverse Split

On June 26, 2025, the Company effected a 1-for-28 reverse stock split of its common stock and began trading on a post-split basis on the Nasdaq Capital Market on June 27, 2025, which resulted in the Company regaining compliance with the Nasdaq minimum bid price requirement. As a result of the reverse stock split, every 28 shares of outstanding common stock were combined into one share of common stock. The reverse stock split decreased the Company’s outstanding common stock from 16,946,528 shares to 604,963 shares as of that date. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock. Share and per share amounts in these unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split.