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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Indaptus Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Yun Yao 8404 / 70 Southbank Boulevard, Southbank VIC, C3, 3006 0426 454 615 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/16/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Yao Yun | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
AUSTRALIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
41,991,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Indaptus Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Indaptus Therapeutics, Inc., 3 Columbus Circle, 15th Floor, New York,
NEW YORK
, 10019. | |
Item 1 Comment:
Explanatory Note.
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock") of Indaptus Therapeutics, Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D originally filed by Yun Yao ("Reporting Person") on behalf of Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng with the Securities and Exchange Commission ("SEC") on March 30, 2026, as amended by Amendment No. 1 filed on April 29, 2026 to report the disbandment of such group and Amendment No. 2 filed on June 26, 2026 (collectively, the "Initial Schedule 13D", and as amended and supplemented by this Amendment No. 3, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Initial Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Ms. Yun Yao, an individual. | |
| (b) | Ms. Yao's address is 8404 / 70 Southbank Boulevard, Southbank VIC 3006, Australia. | |
| (c) | Ms. Yao's present principal occupation is private investor. | |
| (d) | During the last five years, Ms. Yao has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, Ms. Yao has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Ms. Yao is a citizen of Australia. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Series AAA Preferred Stock was purchased by Ms. Yao pursuant to the Securities Purchase Agreement, dated as of March 19, 2026 (the "Purchase Agreement") between David Lazar, Yun Yao, Sino Lion Ventures Limited, Junyi Dai, Ting Yang, and Lina Deng. The Purchase Agreement closed on March 23, 2026. Ms. Yao used personal funds in the aggregate amount of $4,317,206.43 to fund her purchase. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 in the Initial Schedule 13D is incorporated herein by reference. This Amendment No. 3 is being filed to report a decrease of more than 1% in the percentage of the outstanding Common Stock beneficially owned by the Reporting Person, resulting solely from the issuance of 20,338,974 shares of Common Stock in connection with the closing of the Issuer's private placement on October 16, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on October 20, 2026. The Reporting Person did not acquire or dispose of any shares of Common Stock in connection therewith. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The percentage reported herein is based on 153,581,298 shares of Common Stock outstanding, consisting of (i) 133,242,324 shares of Common Stock outstanding as of August 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, plus (ii) 20,338,974 shares of Common Stock issued or issuable upon the closing of the Issuer's private placement on October 16, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on October 20, 2026. | |
| (b) | The following table sets forth the number of Common Stock as to which the Reporting Person has (i) the sole power to vote or direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition, or (iv) shared power to dispose or to direct disposition: Reporting Person Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Yun Yao 41,991,000.00 0 41,991,000.00 0 | |
| (c) | The Reporting Person has not effected any transaction in the shares of Common Stock during the past 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the common stock beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 in the Initial Schedule 13D is incorporated herein by reference. The information set forth in Item 3 and Item 4 above is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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