Form 8-K

8-K — Indaptus Therapeutics, Inc.

Accession: 0001493152-26-023344

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001857044

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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)

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

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

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 ☐

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.

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:

Ding

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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.

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.

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