Indaptus Therapeutics, Inc. Form 8-K Filing

Indaptus Therapeutics, Inc. has entered into a Securities Purchase Agreement with David E. Lazar for the purchase of 300,000 shares of Series AA Convertible Preferred Stock and 700,000 shares of Series AAA Convertible Preferred Stock at $6.00 per share, totaling $6.0 million in gross proceeds. The offering closed on December 23, 2025. The agreement mandates the company to use commercially reasonable efforts to hold a special stockholder meeting by March 31, 2026, to approve several proposals, including the issuance of common stock to Mr. Lazar, amendments to the company's charter to increase authorized shares and allow for future shareholder action by written consent, the election of three additional designees of Mr. Lazar to the board of directors, and a potential reverse stock split. If stockholder approval is not obtained, further meetings and potential amendments to the Series AA Certificate of Designation are outlined. Proceeds are intended for ongoing operations, severance, general corporate and working capital purposes. The agreement also includes a participation right for Mr. Lazar in future equity offerings for a six-month period. Concurrently, Robert E. Martell and Hila Karah resigned from the board, and Mr. Lazar was appointed Chairman of the Board and Co-Chief Executive Officer, effective upon closing. Avraham Ben-Tzvi was also appointed as a member of the Board and the Audit Committee. Dr. Roger Pomerantz will continue as a board member and will serve as Chairperson of the Nominating Committee. Employment modification agreements were made with existing executive officers, and Dr. Roger Waltzman resigned as Chief Medical Officer. A voting agreement was entered into by the executive officers to support the board's recommendations at the special meeting. Certificates of Designation for Series AA and Series AAA Preferred Stock were filed, outlining their terms, conversion rights, and liquidation preferences, ranking senior to common stock.