Form 8-K

8-K — Indaptus Therapeutics, Inc.

Accession: 0001493152-26-037574

Filed: 2026-08-13

Period: 2026-08-10

CIK: 0001857044

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-08-10

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported) August 10, 2026

INDAPTUS

THERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40652

86-3158720

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

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. ☐

Item

2.02. Results of Operations and Financial Condition.

August 13, 2026, Indaptus Therapeutics, Inc. (the “Company”) issued a press release (the “Press

Release”) announcing its financial results for the quarter ended June 30, 2026. A copy of the Press Release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K.

The

Press Release contains certain business updates and forward-looking statements regarding the Company’s expectations, plans and

prospects. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

5.07. Submission of Matters to a Vote of Security Holders.

August 10, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). As of the

June 12, 2026 (the “Record Date”), there were 113,242,324 shares of the Company’s common stock, par value

$0.01 per share (the “Common Stock”) outstanding and entitled to notice of and to vote at the Annual Meeting.

A total of 109,556,567 shares of the Common Stock were present in person or represented by proxy at the Annual Meeting, representing

approximately 96.75% of the outstanding Common Stock as of the Record Date.

The

following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the

Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 16, 2026.

Proposal

1. Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders to be

held in 2029 and until their respective successors have been duly elected and qualified or until each such director’s earlier death,

resignation or removal.

Votes FOR

Votes WITHHELD

Broker Non-Votes

David Natan

109,029,775

12,547

514,245

Tim Ruan

109,039,888

2,434

514,245

Dr. Johnny Fox Arrowsmith (Yi Zhang)

109,039,709

2,613

514,245

Proposal

2. Ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting

firm for the fiscal year ending December 31, 2026.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

109,550,863

3,843

1,861

N/A

Proposal

3. Approval of the Indaptus Therapeutics, Inc. 2026 Equity Incentive Plan:

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

109,016,500

25,093

727

514,247

Based

on the foregoing votes, David Natan, Tim Ruan and Dr. Johnny Fox Arrowsmith were elected as Class II directors, and Proposals 2 and 3

were approved.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Indaptus Therapeutics, Inc., dated August 13, 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:

August 13, 2026

INDAPTUS

THERAPEUTICS, INC.

By:

/s/

Yu Ding

Name:

Yu Ding

Title:

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Indaptus

Therapeutics Reports Second Quarter 2026 Financial Results and Provides Corporate Update

NEW

YORK (August 13, 2026) - Indaptus Therapeutics, Inc. (Nasdaq: INDP) (“Indaptus” or the “Company”), a biotechnology

company dedicated to immunotherapy research, today announced financial results for the second quarter and six months ended June 30, 2026,

and provided a corporate update.

Junyi

Dai, Indaptus Therapeutics’ Chief Executive Officer and Chairman of the Board, commented, “During the second quarter, we

strengthened the Company’s balance sheet through a $12.0 million private placement and continued our review of the Decoy platform,

our research activities and broader strategic alternatives. We are evaluating how our existing therapeutic assets, complementary research

capabilities and potential strategic investments or business combinations may support the Company’s long-term objectives.”

“We

also began a research collaboration in neurological disorders and sleep as an extension of our immunotherapy research. As we allocate

capital and evaluate potential opportunities, we intend to proceed in a disciplined manner based on scientific validation, strategic

fit, regulatory considerations and available resources,” Mr. Dai continued.

Key

Highlights

● June

2026 private placement completed. On June 17, 2026, the Company issued and sold 20,000,000

shares of common stock at $0.60 per share for aggregate gross proceeds of approximately $12.0

million before offering expenses. The transaction closed on the same day.

● Strategic

review and Decoy20 status. The Company has discontinued further enrollment in its combination

study, has no participants remaining in any ongoing Decoy20 clinical study and currently

has no active clinical development programs. The Company has reduced activities related to

further development of Decoy20 while it evaluates strategic alternatives for its Decoy20

program and broader operations, including research collaborations, investments in or acquisitions

of operating businesses and other potential growth opportunities. During the second quarter,

the Company began a research collaboration in neurological disorders and sleep as an extension

of its immunotherapy research.

● Liquidity

position. As of June 30, 2026, the Company had approximately $7.6 million in cash and

cash equivalents and $4.0 million in short-term investments. Based on current operating plans

and available financial resources, management believes that the Company’s liquidity

position has been strengthened compared to the first quarter end.

Financial

Highlights for the Second Quarter and Six Months Ended June 30, 2026

Research

and development expenses decreased 83% to approximately $0.4 million for the second quarter of 2026, compared with $2.2 million for the

same period in 2025. For the first six months of 2026, expenses also decreased 83% to approximately $0.9 million, compared with $5.0

million in 2025. The decreases were primarily due to lower clinical costs for the Decoy20 Phase 1 study and lower payroll and related

expenses following reductions in headcount and base salaries.

Page 1

General

and administrative expenses decreased 37% to approximately $1.4 million for the second quarter of 2026, compared with $2.3 million for

the same period in 2025. For the first six months of 2026, expenses decreased 23% to approximately $3.1 million, compared with $4.1 million

in 2025. The decreases were primarily due to lower payroll and related costs following reductions in headcount and base salaries, as

well as changes in certain public-company costs during the management transition.

Net

loss decreased to approximately $1.8 million for the second quarter of 2026, compared with $5.2 million for the same period in 2025.

For the first six months of 2026, net loss decreased to approximately $4.3 million, compared with $9.8 million in 2025. Basic and diluted

net loss per share was approximately $0.02 and $0.07 for the respective periods, compared with $9.09 and $18.09 in 2025.

of June 30, 2026, the Company had approximately $11.6 million in cash, cash equivalents and short-term investments, consisting of $7.6

million in cash and cash equivalents and $4.0 million in short-term investments. The Company’s liquidity position improved primarily

due to the $12.0 million financing completed in June 2026. The Company may seek additional public or private equity or debt financing

to support its operations and strategic objectives.

About

Indaptus Therapeutics

Indaptus

Therapeutics is a biotechnology company dedicated to immunotherapy research. The Company’s patented Decoy technology uses attenuated

and killed, non-pathogenic Gram-negative bacteria designed to activate multiple components of innate and adaptive immunity while reducing

systemic toxicity. The Company is evaluating the Decoy platform and existing therapeutic assets while also assessing complementary research

capabilities, strategic investments and potential business combinations.

The

Company seeks to better understand the relationship among sleep, physical recovery, neurological function and immune status, which could

potentially support future immunotherapy evaluation, patient recovery monitoring and biomarker research. The scope and timing of any

such activities will depend on scientific validation, strategic fit, market opportunities, available resources, regulatory considerations

and other business factors.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include

statements regarding management’s expectations, beliefs and intentions concerning, among other things, the sufficiency of the Company’s

cash, cash equivalents and short-term investments to fund its activities; the Company’s cash runway and ability to raise additional

capital; the use of proceeds from the June 2026 private placement; the Company’s review of the Decoy platform and Decoy20; the

discontinuation and wind-down of clinical development activities; the Company’s evaluation of complementary research areas; the

Company’s strategic review and potential Post-Investment Transaction, including a potential investment in or acquisition of an

operating business; and the anticipated effects and development potential of the Company’s technologies and any future product

candidates.

Forward-looking

statements can be identified by words such as ‘believe,’ ‘expect,’ ‘intend,’ ‘plan,’

‘may,’ ‘should,’ ‘could,’ ‘might,’ ‘seek,’ ‘target,’ ‘will,’

‘project,’ ‘forecast,’ ‘continue’ or ‘anticipate,’ or their negatives or variations,

or by the fact that the statements do not relate strictly to historical matters. Forward-looking statements are inherently subject to

risks and uncertainties that could cause actual results to differ materially, including: the Company’s limited operating history

and history of losses; conditions and events that raise substantial doubt about its ability to continue as a going concern; the need

for, and ability to raise, additional capital; dilution from future financings; the Company’s ability to identify, negotiate and

complete a Post-Investment Transaction and realize anticipated benefits; risks associated with investments, acquisitions and expansion

into new research or business areas; the absence of active clinical development programs and the discontinuation and wind-down of Decoy20

clinical activities; uncertain outcomes and costs of clinical and preclinical development; reliance on third parties; competition; protection

of proprietary or licensed technology; compliance with healthcare, securities and other laws; information technology failures, cyberattacks

and cybersecurity deficiencies; Nasdaq continued-listing risks; stock-price volatility; and unfavorable global economic conditions.

These

and other important factors discussed under ‘Risk Factors’ in the Company’s most recent Annual Report on Form 10-K

and Quarterly Reports on Form 10-Q, and in the Company’s other filings with the Securities and Exchange Commission, could cause

actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements speak only

as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included herein. Except

as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement to reflect subsequent

events or circumstances.

Contact:

investors@indaptusrx.com

Page 2

INDAPTUS

THERAPEUTICS, INC.

Unaudited

Condensed Consolidated Balance Sheets

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$ 7,553,820

$ 8,507,628

Short-term investments

4,000,000

Prepaid expenses and other current assets

434,136

802,540

Total assets

$ 11,987,956

$ 9,310,168

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable and other current liabilities

$ 615,426

$ 6,158,575

Total liabilities

615,426

6,158,575

Commitments and contingencies (Note 7)

Stockholders’ equity:

Common stock: $0.01 par value; 1,000,000,000 and 200,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 133,242,324 and 2,167,324 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

1,332,424

21,674

Preferred stock: $0.01 par value; 5,000,000 shares authorized as of June 30, 2026 and December 31, 2025; no shares and 1,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

10,000

Additional paid-in capital

95,664,138

84,408,018

Accumulated deficit

(85,624,032 )

(81,288,099 )

Total stockholders’ equity

11,372,530

3,151,593

Total liabilities and stockholders’ equity

$ 11,987,956

$ 9,310,168

Share and per-share amounts have been retroactively adjusted for the one-for-28 reverse stock split effected in June 2025.

Page 3

INDAPTUS

THERAPEUTICS, INC.

Unaudited

Condensed Consolidated Statements of Operations

Three Months

2026

Three Months

2025

Six Months

2026

Six Months

2025

Operating expenses:

Research and development

$ 363,127

$ 2,167,114

$ 854,261

$ 4,977,954

General and administrative

1,445,739

2,289,649

3,114,193

4,051,368

Total operating expenses

1,808,866

4,456,763

3,968,454

9,029,322

Loss from operations

(1,808,866 )

(4,456,763 )

(3,968,454 )

(9,029,322 )

Other income (expense):

Warrant repricing

(410,154 )

Change in fair value of convertible promissory notes

(787,703 )

Other income, net

14,003

15,547

42,675

55,676

Total other income (expense)

14,003

(772,156 )

(367,479 )

(732,027 )

Net loss

$ (1,794,863 )

$ (5,228,919 )

$ (4,335,933 )

$ (9,761,349 )

Net loss available to common stockholders per share, basic and diluted*

$ (0.02 )

$ (9.09 )

$ (0.07 )

$ (18.09 )

Weighted average shares used in calculating net loss per share, basic and diluted*

116,131,213

574,923

64,112,185

539,538

Share and per-share amounts have been retroactively adjusted for the one-for-28 reverse stock split effected in June 2025.

Page 4

INDAPTUS

THERAPEUTICS, INC.

Unaudited

Condensed Consolidated Statements of Cash Flows

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

Cash flows from operating activities:

Net loss

$ (4,335,933 )

$ (9,761,349 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

162,897

421,654

Change in fair value of convertible promissory notes

787,703

Warrant repricing

410,154

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

368,404

821,899

Accounts payable and other current liabilities

(5,543,149 )

(1,334,030 )

Operating lease right-of-use asset and liability, net

(1,193 )

Net cash used in operating activities

(8,937,627 )

(9,065,316 )

Cash flows from investing activities:

Purchase of short-term investments

(4,000,000 )

Net cash used in investing activities

(4,000,000 )

Cash flows from financing activities:

Proceeds from issuance of convertible promissory notes

5,714,800

Proceeds from issuance of shares of common stock and warrants

12,000,000

4,057,719

Issuance costs

(16,181 )

(336,255 )

Net cash provided by financing activities

11,983,819

9,436,264

Net change in cash and cash equivalents

(953,808 )

370,948

Cash and cash equivalents, beginning of period

8,507,628

5,786,753

Cash and cash equivalents, end of period

$ 7,553,820

$ 6,157,701

Noncash investing and financing activities:

Transaction costs in accounts payable and other current liabilities

$ -

$ 5,000

Issuance of commitment shares

$ -

$ 109

Conversion of Series AA and Series AAA preferred stock

$ 1,100,000

$ -

Page 5

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Period Type:

duration