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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)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 15, 2026

 

INDAPTUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40652   86-3158720

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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 ☐

 

If 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.

 

On May 15, 2026, Indaptus Therapeutics, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 31, 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 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release of Indaptus Therapeutics, Inc., dated May 15, 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: May 15, 2026

 

  INDAPTUS THERAPEUTICS, INC.
     
  By: /s/ Yu Ding
  Name: Yu Ding
  Title: Chief Financial Officer

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Indaptus Therapeutics Reports First Quarter 2026 Financial Results and Provides Corporate Update

 

NEW YORK (May 15, 2026) – Indaptus Therapeutics, Inc. (Nasdaq: INDP) (“Indaptus” or the “Company”), a clinical-stage biotechnology company, today announced financial results for the first quarter ended March 31, 2026, and provided a strategic corporate update.

 

Junyi Dai, Indaptus Therapeutics’ Chief Executive Officer and Chairman of the Board, commented, “Following recent changes in executive management, the Company has conducted a review of its development programs, operating resources and ongoing corporate initiatives. While this transition period involves certain operational and organizational adjustments, the Company remains focused on supporting and advancing its therapeutic and research activities.”

 

“Currently we are evaluating our Decoy platform, including its preclinical data and underlying scientific rationale, as we assess its potential relevance to the Company’s ongoing therapeutic, immunological and translational research activities. As part of this process, we believe it is prudent to reassess the Company’s development priorities, operating initiatives and resource allocation considerations,” Mr. Dai commented.

 

Key Highlights

 

● Executive management transition. Recent changes in executive management have resulted in a transition period during which certain operational and organizational adjustments are underway. The Company continues to evaluate operational priorities, ongoing corporate initiatives and resource allocation matters.
● Corporate and development evaluation activities. The Company continues to evaluate corporate initiatives, research activities and potential development opportunities intended to support the Company’s long-term operational and therapeutic objectives. Any such activities will be assessed based on scientific validation, clinical and regulatory considerations, resource availability and overall development planning.
● Preferred stock conversion completed. During the first quarter of 2026, all outstanding shares of the Company’s Series AA Preferred Stock and Series AAA Preferred Stock were converted into shares of common stock.

 

Financial Highlights for the First Quarter Ended March 31, 2026

 

Research and development expenses for the three months ended March 31, 2026 were approximately $0.5 million, a decrease of approximately $2.3 million from approximately $2.8 million in the three months ended March 31, 2025. The change was primarily due to a decrease of approximately $1.9 million in clinical costs related to the Company’s Phase 1 study, as well as a decrease of approximately $0.4 million in payroll and related expenses due to reductions in headcount and base salaries.

 

General and administrative expenses for the three months ended March 31, 2026 were approximately $1.7 million, a decrease of approximately $0.1 million, or 5%, from approximately $1.8 million for the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in certain expenses related to operating as a public company and the transition of management.

 

Net loss for the three months ended March 31, 2026 was approximately $2.5 million, compared with a net loss of approximately $4.5 million for the three months ended March 31, 2025. Loss per share for the three months ended March 31, 2026 was approximately $0.23, compared with approximately $9.11 for the three months ended March 31, 2025. The change in our other income (expense)was approximately $0.4 million and consists primarily of the warrant repricing as well as income earned on the Company’s cash and cash equivalent accounts. All share and per-share amounts have been retroactively adjusted to reflect the Company’s one-for-twenty-eight reverse stock split effected on June 27, 2025.

 

 

 

As of March 31, 2026, the Company had cash and cash equivalents of approximately $1.5 million, compared with approximately $8.5 million as of December 31, 2025. The Company will need to raise additional capital to support its business objectives, and there can be no assurance that such financing will be available on acceptable terms, or at all. The Company continues to assess financing alternatives and strategic options that would support its corporate strategy.

 

Net cash used in operating activities was approximately $7.0 million for the three months ended March 31, 2026, compared with net cash used in operating activities of approximately $5.0 million for the three months ended March 31, 2025. The increase in net cash used in operating activities was primarily attributable to a decrease in accounts payable and other current liabilities, partially offset by a decrease in net loss.

 

There was no net cash provided by financing activities during the three months ended March 31, 2026, compared with net cash provided by financing activities of approximately $3.2 million for the three months ended March 31, 2025, which was primarily provided by the issuance and sale of common stock and warrants in the January 2025 financing and the issuance and sale of common stock under the Company’s standby equity purchase agreement.

 

About Indaptus Therapeutics

 

Indaptus Therapeutics is a clinical biotechnology company developing a novel and patented systemically-administered anti-cancer and anti-viral immunotherapy. The Company’s approach is based on the hypothesis that efficient activation of both innate and adaptive immune cells and associated anti-tumor and anti-viral immune responses requires a multi-targeted package of immune system-activating signals that can be administered safely intravenously. The Company’s patented technology is composed of single strains of attenuated and killed, non-pathogenic, Gram-negative bacteria designed to have reduced i.v. toxicity, but largely uncompromised ability to prime or activate many of the cellular components of innate and adaptive immunity.

 

The Company is currently reassessing its development priorities, operating initiatives and resource allocation considerations as part of its ongoing review of corporate and research activities. The Company expects that any future development or collaborative opportunities under evaluation will be assessed based on scientific validation, clinical and regulatory considerations, resource availability and overall development planning.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act . These include statements regarding management’s expectations, beliefs and intentions regarding, among other things, the sufficiency of the Company’s cash and cash equivalents to fund its ongoing activities; the Company’s ability to raise additional capital; the Company’s plans regarding Decoy20, the Combination Study and any future clinical development activities; the Company’s strategic review and potential strategic transactions, including a potential investment in or acquisition of an operating business; the Company’s appointment of a scientific consultant and potential immunotherapy-related business area; and the anticipated effects and development potential of the Company’s product candidates, including Decoy20.

 

Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or “anticipate,” or their negatives or variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical matters. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause the Company’s actual results to differ materially from any future results expressed or implied by the forward-looking statements.

 

Many factors could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to: the Company’s limited operating history; conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern; the need for, and the Company’s ability to raise, additional capital given its lack of current cash flow; the Company’s clinical and preclinical development activities, which involve lengthy and expensive processes with uncertain outcomes; the Company’s decision to discontinue further enrollment in the Combination Study and not currently plan a new clinical trial; the Company’s ability to identify, evaluate and complete any strategic transaction; risks related to management transition and associated operational and governance uncertainties;the Company’s ability to successfully develop or commercialize Decoy20 or any future product candidates; reliance on third parties to conduct preclinical studies, clinical trials and manufacturing activities; competition from other product candidates and technologies; the Company’s ability to adequately protect its proprietary or licensed technology; compliance with healthcare, securities and other applicable laws and regulations; information technology system failures, cyberattacks or deficiencies in cybersecurity; and unfavorable global economic conditions.

 

These and other important factors discussed under the caption “Risk Factors” included in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, and in the Company’s other SEC filings, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. 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. The Company undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by applicable law.

 

Contact: investors@indaptusrx.com

 

 

 

INDAPTUS THERAPEUTICS, INC.

 

Unaudited Condensed Consolidated Balance Sheets

 

    As of March 31,     As of December 31,  
    2026     2025  
Assets                
Current assets:                
Cash and cash equivalents   $ 1,497,635     $ 8,507,628  
Prepaid expenses and other current assets     683,221       802,540  
                 
Total current assets   $ 2,180,856     $ 9,310,168  
                 
Liabilities and stockholders’ equity                
Current liabilities:                
Accounts payable and other current liabilities   $ 932,999     $ 6,158,575  
                 
Total current liabilities     932,999       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 March 31, 2026 and December 31, 2025; 113,242,324 shares issued and outstanding as of March 31, 2026 and 2,167,324 shares issued and outstanding as of December 31, 2025     1,132,424       21,674  
Preferred stock: $0.01 par value, 5,000,000 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued and outstanding as of March 31, 2026 and 1,000,000 shares issued and outstanding as of December 31, 2025     -       10,000  
Additional paid in capital     83,944,602       84,408,018  
Accumulated deficit     (83,829,169 )     (81,288,099 )
                 
Total stockholders’ equity     1,247,857       3,151,593  
                 
Total liabilities and stockholders’ equity   $ 2,180,856     $ 9,310,168  

 

*   Retroactively restated for one-for-twenty-eight share consolidation on June 27, 2025.

 

 

 

Unaudited Condensed Consolidated Statements of Operations

 

    For the Three Months Ended March 31,  
    2026     2025  
             
Operating expenses:                
Research and development   $ 491,134     $ 2,810,840  
General and administrative     1,668,454       1,761,719  
                 
Total operating expenses     2,159,588       4,572,559  
                 
Loss from operations     (2,159,588 )     (4,572,559 )
                 
Other income (expense):                
Warrant repricing     (410,154 )     -  
Other income, net     28,672       40,129  
                 
Total other income (expense), net     (381,482 )     40,129  
                 
Net loss   $ (2,541,070 )   $ (4,532,430 )
                 
Net loss available to common shareholders per share of common stock, basic and diluted*   $ (0.23 )   $ (9.11 )
                 
Weighted average number of shares used in calculating net loss per share, basic and diluted*     10,956,650       497,794  

 

* Retroactively restated for one-for-twenty-eight share consolidation on June 27, 2025.

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows

 

    For the Three Months Ended March 31,  
    2026     2025  
Cash flows from operating activities:                
Net loss   $ (2,541,070 )   $ (4,532,430 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock-based compensation     227,180       240,891  
Warrant repricing     410,154       -  
Changes in operating assets and liabilities:                
Prepaid expenses and other current assets     119,319       7,346  
Accounts payable and other current liabilities     (5,225,576 )     (762,338 )
Operating lease right-of-use asset and liability, net     -       (596 )
                 
Net cash used in operating activities     (7,009,993 )     (5,047,127 )
                 
Cash flows from financing activities:                
Proceeds from issuance of shares of common stock and warrants     -       3,482,650  
Issuance costs     -       (331,255 )
                 
Net cash provided by financing activities     -       3,151,395  
                 
Net change in cash and cash equivalents     (7,009,993 )     (1,895,732 )
                 
Cash and cash equivalents, beginning of period     8,507,628       5,786,753  
                 
Cash and cash equivalents, end of period   $ 1,497,635     $ 3,891,021  
                 
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     $ -  

 

* Retroactively restated for one-for-twenty-eight share consolidation on June 27, 2025.