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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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).
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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 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.
On 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 | |
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.
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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.
As 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
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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.
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INDAPTUS THERAPEUTICS, INC.
Unaudited Condensed Consolidated Statements of Operations
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Three Months 2026 |
Three Months 2025 |
Six Months 2026 |
Six Months 2025 |
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| 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 | ) | - | (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.
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INDAPTUS THERAPEUTICS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
|
Six Months Ended June 30, 2026 |
Six Months Ended June 30, 2025 |
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| 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 | $ | - | ||||
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