UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On September 8, 2026, Indaptus Therapeutics, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the purchasers party thereto (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the “Private Placement”), an aggregate of 20,338,974 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, for aggregate gross proceeds of approximately $24.0 million, before deducting offering expenses.
The Company currently intends to use the net proceeds from the Private Placement for working capital, research and development and other general corporate purposes, which may include early-stage research and preclinical evaluation of a potential neurotechnology and neural-network-based device for certain sleep-related conditions, with a view toward a potential future FDA submission.
Pursuant to the Purchase Agreement, the purchase price per Share equals the “Nasdaq Minimum Price,” as defined in the Purchase Agreement, plus $0.015 per Share. The Nasdaq Minimum Price is defined as the lower of (i) the Nasdaq official closing price of the Company’s common stock on the trading day immediately preceding execution of the Purchase Agreement and (ii) the average Nasdaq official closing price of the Company’s common stock for the five trading days immediately preceding execution of the Purchase Agreement.
The closing of the Private Placement (the “Closing”) is subject to the satisfaction or waiver of customary closing conditions. The Purchase Agreement provides that the Closing will occur on the third business day following satisfaction or waiver of the applicable closing conditions, unless otherwise agreed by the Company and the applicable Purchaser, and in any event no later than the fifteenth business day following September 8, 2026.
Under the Purchase Agreement, following the Closing, the Company is required to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of the Shares and to use reasonable best efforts to cause the registration statement to become effective as promptly as practicable and remain effective until the Shares cease to constitute registrable securities under the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Purchasers.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Shares to be issued in the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
The Shares will be subject to applicable restrictions on transfer under the Securities Act and applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Stock Purchase Agreement, dated September 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 9, 2026
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Junyi Dai | |
| Name: | Junyi Dai | |
| Title: | Chief Executive Officer | |