Form 8-K/A

8-K/A — Indaptus Therapeutics, Inc.

Accession: 0001493152-26-041636

Filed: 2026-09-08

Period: 2026-08-28

CIK: 0001857044

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K/A

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 28, 2026

INDAPTUS

THERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40652

86-3158720

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

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 ☐

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. ☐

EXPLANATORY

NOTE

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Indaptus Therapeutics,

Inc. with the U.S. Securities and Exchange Commission on September 1, 2026 (the “Original Form 8-K”). This

Amendment is being filed solely to update the Original Form 8-K to reflect the Company’s filing of Amendment No. 1 to the prospectus

supplement dated August 31, 2026, which updates certain disclosure in the section entitled “Dilution” hereof. Except as expressly

set forth herein, no other changes have been made to the Original Form 8-K. This Amendment should be read in conjunction with the Original

Form 8-K.

Item

1.01. Entry into a Material Definitive Agreement.

August 28, 2026, Indaptus Therapeutics, Inc. (the “Company”) entered into an Amended and Restated At the Market

Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”),

which amends and restates in its entirety, and supersedes and replaces, the At The Market Offering Agreement, dated June 1, 2022, between

the Company and Wainwright (the “Original Agreement”). The Sales Agreement provides for the sale and issuance

by the Company of shares of its common stock, par value $0.01 per share (the “Common Stock”), from time to

time, through or to Wainwright as the Company’s sales agent and/or principal in an “at the market offering” program

and as otherwise set forth in the Sales Agreement (the “Offering”).

Pursuant

to the Sales Agreement, the Company may issue and sell through or to Wainwright shares of Common Stock having an aggregate maximum offering

price of up to $100,000,000, subject to the limitations set forth in the Sales Agreement, including the number of authorized but unissued

shares of Common Stock available for issuance and the Company’s continued satisfaction of the eligibility and transaction requirements

for use of Form S-3. The $100,000,000 maximum aggregate gross sales price applies solely to shares sold on or after the execution date

of the Sales Agreement. Shares sold pursuant to the Original Agreement prior to the date of the Sales Agreement will not be counted toward

such limit.

August 31, 2026, the Company filed a prospectus supplement, dated August 31, 2026, as amended by Amendment No. 1 thereto, dated September

4, 2026, including an accompanying base prospectus, dated August 20, 2025 (the “ATM Prospectus Supplement”),

which together form a part of the Company’s shelf registration statement on Form S-3 (File No. 333-289573), initially filed by

the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 13, 2025 and declared effective

by the SEC on August 20, 2025 (the “Registration Statement”), in connection with the offer and sale of shares

of Common Stock pursuant to the Sales Agreement.

Pursuant

to the Sales Agreement, Wainwright has agreed to use its commercially reasonable efforts to sell shares of Common Stock from time to

time, subject to the terms and conditions of the Sales Agreement. The Company will designate the maximum amount of shares of Common Stock

to be sold by Wainwright on any trading day and the minimum price per share at which such shares may be sold. The gross sales price of

shares of Common Stock sold by Wainwright as sales agent under the Sales Agreement will be the market price for the shares of Common

Stock on the applicable trading market at the time of sale.

Subject

to the terms and conditions of the Sales Agreement, Wainwright may sell shares of Common Stock by any method permitted by law deemed

to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities

Act”), including, without limitation, sales made directly on the applicable trading market, on any other existing trading

market for the Common Stock or to or through a market maker. Wainwright may also sell shares of Common Stock in privately negotiated

transactions with the Company’s prior written approval and to the extent provided for in the applicable prospectus supplement.

In addition, if the Company wishes to sell shares in a manner other than through sales by Wainwright as sales agent, the Company and

Wainwright may enter into a separate terms agreement pursuant to which Wainwright may purchase shares of Common Stock as principal on

terms agreed upon by the parties.

The

Company has no obligation to sell any shares of Common Stock under the Sales Agreement. The Company or Wainwright may suspend the offering

of shares under the Sales Agreement at any time in accordance with the terms thereof. Wainwright is not obligated to purchase any shares

of Common Stock on a principal basis under the Sales Agreement except as otherwise specifically agreed by Wainwright and the Company

pursuant to a separate terms agreement. No assurance can be given that the Company will sell any shares of Common Stock under the Sales

Agreement or, if any sales occur, as to the price or number of shares that will be sold or the dates on which any such sales will take

place.

Pursuant

to the terms of the Sales Agreement, the Company will pay Wainwright a placement fee equal to 3.0% of the gross sales price of shares

of Common Stock sold by Wainwright as sales agent pursuant to the Sales Agreement. The foregoing rate of compensation does not apply

when Wainwright acts as principal, in which case the Company may sell shares to Wainwright at a price agreed upon pursuant to the applicable

terms agreement.

The

Company has agreed to provide Wainwright and certain related persons with customary indemnification and contribution rights, including

with respect to certain liabilities under the Securities Act. The Company has also agreed to reimburse Wainwright for certain fees and

expenses, including certain fees and expenses of Wainwright’s legal counsel, in each case subject to the terms and limitations

set forth in the Sales Agreement.

The

Sales Agreement contains customary representations and warranties, covenants and conditions to the sale of shares of Common Stock pursuant

thereto.

The

foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales

Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the opinion of McCarter & English, LLP regarding the validity of the shares of Common Stock that may be issued pursuant

to the Sales Agreement is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,

nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

1.1*#

Amended and Restated At the Market Offering Agreement, dated as of August 28, 2026, by and between the Company and H.C. Wainwright & Co., LLC

5.1#

Opinion of McCarter & English, LLP

23.1#

Consent of McCarter & English, LLP (included in Opinion of McCarter & English, LLP filed as Exhibit 5.1)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted

exhibit or schedule will be furnished to the SEC or its staff upon request.

Previously filed.

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 4, 2026

INDAPTUS

THERAPEUTICS, INC.

By:

/s/

Junyi Dai

Name:

Junyi Dai

Title:

Chief Executive Officer

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Aug. 28, 2026

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Amendment Description

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Indaptus Therapeutics,

Inc. with the U.S. Securities and Exchange Commission on September 1, 2026 (the “Original Form 8-K”). This

Amendment is being filed solely to update the Original Form 8-K to reflect the Company’s filing of Amendment No. 1 to the prospectus

supplement dated August 31, 2026, which updates certain disclosure in the section entitled “Dilution” hereof. Except as expressly

set forth herein, no other changes have been made to the Original Form 8-K. This Amendment should be read in conjunction with the Original

Form 8-K.

Document Period End Date

Aug. 28, 2026

Entity File Number

001-40652

Entity Registrant Name

INDAPTUS

THERAPEUTICS, INC.

Entity Central Index Key

0001857044

Entity Tax Identification Number

86-3158720

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3 Columbus Circle 15th

Floor

Entity Address, City or Town

New

York

Entity Address, State or Province

Entity Address, Postal Zip Code

10019

City Area Code

(646)

Local Phone Number

427-2727

Written Communications

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Pre-commencement Tender Offer

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Pre-commencement Issuer Tender Offer

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Title of 12(b) Security

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Trading Symbol

INDP

Security Exchange Name

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