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Form 8-K/A

sec.gov

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

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Entity Address, State or Province

NY

Entity Address, Postal Zip Code

10019

City Area Code

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Local Phone Number

427-2727

Written Communications

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Title of 12(b) Security

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Security Exchange Name

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