Form 8-K/A
8-K/A — Indaptus Therapeutics, Inc.
Accession: 0001493152-26-018954
Filed: 2026-04-24
Period: 2026-04-22
CIK: 0001857044
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No.1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 22, 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 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. ☐
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 April 23, 2026 (the “Original Report”). This Amendment is
being filed solely to reflect that, subsequent to the filing of the Original Report, the Company was informed by the director identified
in the Original Report as Yí Zhang (Johnny) that he had changed his legal name to Johnny Fox Arrowsmith. Dr. Arrowsmith uses “Yi
Zhang” as his professional name. The disclosure in the Original Report has been updated accordingly to reflect the director’s
current legal name. Except as expressly set forth herein, this Amendment does not modify or update any other disclosures contained in
the Original Report, and this Amendment should be read in conjunction with the Original Report. The Original Report otherwise continues
to speak as of the date originally filed.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Directors
On
April 17, 2026, the Board of Directors (the “Board”) of Indaptus Therapeutics, Inc. (the “Company”)
appointed Mr. Tim Ruan and Dr. Johnny Fox Arrowsmith as independent directors of the Board, effective April 22, 2026.
Tim
Ruan, 40, is a seasoned financial executive with extensive experience in capital markets, investment banking, and the biotechnology
sector. He currently serves as the Chief Financial Officer of Ocumension Therapeutics, where he oversees financial management, risk,
mergers and acquisitions, and investor relations. His career includes senior leadership roles at premier global financial institutions,
including serving as an Executive Director at Goldman Sachs (Asia) LLC and a Vice President at Morgan Stanley Asia Limited. Throughout
his career, Mr. Ruan has successfully executed numerous high-profile IPOs and cross-border transactions for leading healthcare and technology
companies. He holds a Master of Science in Biotechnology from the Hong Kong University of Science and Technology and a Bachelor of Commerce
(Finance) and a Bachelor of Laws from the University of New South Wales.
Johnny
Fox Arrowsmith (Yi Zhang), 48, is an expert in intellectual property and life sciences, with a distinguished career spanning
both law and scientific research. As a Partner at JunHe, he focuses on U.S.-China cross-border intellectual property matters, patent
portfolio management, and freedom-to-operate analyses. Dr. Arrowsmith has extensive experience advising on intellectual property diligence
for strategic investments and mergers and acquisitions across the life sciences, chemistry, and robotics industries. Before transitioning
to law, he spent over a decade in scientific research, specializing in neuronal stem cell differentiation. He is a registered patent
attorney with the U.S. Patent and Trademark Office and is admitted to practice law in California, Illinois, and Texas. Dr. Arrowsmith
earned his Ph.D. in Molecular, Cellular, and Developmental Biology from Iowa State University and a Juris Doctor (J.D.) from Georgetown
University Law Center.
The
Board has determined that Mr. Ruan and Dr. Arrowsmith are each independent directors as defined in the listing standards of The Nasdaq
Stock Market LLC. In connection with their appointments, the Company entered into independent director agreements (the “Director
Agreements”) and indemnification agreements (the “Indemnification Agreements”) with each of Mr. Ruan and
Dr. Arrowsmith, effective April 22, 2026. Pursuant to the Director Agreements, each director will receive an annual cash retainer of
$30,000, payable quarterly, and reimbursement for reasonable out-of-pocket expenses incurred in connection with their service as directors.
The
Indemnification Agreements provide that the Company will indemnify each director to the fullest extent permitted by Delaware law against
certain liabilities that may arise by reason of their service as directors to the Company. The foregoing summaries of the Director Agreements
and the Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of
such agreements, forms of which were filed as Exhibits 10.1 and 10.2, respectively, to the Original Report and are incorporated herein
by reference.
Except
as disclosed in this Report, there are no arrangements or understandings between either of Mr. Ruan or Dr. Arrowsmith, on the one hand,
and any other person, on the other hand, pursuant to which either was selected as a director. Neither Mr. Ruan nor Dr. Arrowsmith has
a family relationship with any of the Company’s directors or executive officers. Furthermore, neither director has any direct or
indirect material interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The
Board is divided into three classes of directors, with each class serving staggered three-year terms. Mr. Ruan and Dr. Arrowsmith have
been appointed as Class II directors, with terms expiring at the Company’s 2026 annual meeting of stockholders. Junyi Dai and Qinglai
Lu, who were previously appointed to the Board on March 18, 2026 and April 8, 2026, respectively, serve as Class III directors, with
terms expiring at the Company’s 2027 annual meeting of the stockholders.
Committee
Appointments
Effective
as of their respective appointment dates to the Board:
Mr.
Ruan was appointed to serve as a member of the Audit Committee of the Board. The Board has determined that Mr. Ruan qualifies as an “audit
committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
Dr.
Arrowsmith was appointed to serve as a member of the Nominating Committee of the Board.
Resignation
of Directors and Officers
On
April 22, 2026, Matthew McMurdo resigned as a director of the Company. Mr. McMurdo’s resignation did not result from any disagreement
with the Company on any matter relating to the Company’s operations, policies, or practices.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
Description
10.1
Form of Independent Director Agreement*
10.2
Form of Indemnification Agreement*
104
Cover
Page Interactive Data File
*
Previously
filed with the Original Report.
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:
April 24, 2026
INDAPTUS
THERAPEUTICS, INC.
By:
/s/
Junyi Dai
Name:
Junyi
Dai
Title:
Chief
Executive Officer
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Apr. 22, 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 April 23, 2026 (the “Original Report”). This Amendment is
being filed solely to reflect that, subsequent to the filing of the Original Report, the Company was informed by the director identified
in the Original Report as Yí Zhang (Johnny) that he had changed his legal name to Johnny Fox Arrowsmith. Dr. Arrowsmith uses “Yi
Zhang” as his professional name. The disclosure in the Original Report has been updated accordingly to reflect the director’s
current legal name. Except as expressly set forth herein, this Amendment does not modify or update any other disclosures contained in
the Original Report, and this Amendment should be read in conjunction with the Original Report. The Original Report otherwise continues
to speak as of the date originally filed.
Document Period End Date
Apr. 22, 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
DE
Entity Address, Address Line One
3
Columbus Circle 15th Floor
Entity Address, City or Town
New
York
Entity Address, State or Province
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Entity Address, Postal Zip Code
10019
City Area Code
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Local Phone Number
427-2727
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Title of 12(b) Security
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Trading Symbol
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Security Exchange Name
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Entity Emerging Growth Company
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