Form 8-K

8-K — Indaptus Therapeutics, Inc.

Accession: 0001493152-26-045040

Filed: 2026-09-30

Period: 2026-09-29

CIK: 0001857044

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

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): September 29, 2026

INDAPTUS

THERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40652

86-3158720

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

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 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

1.01. Entry into a Material Definitive Agreement.

previously disclosed in the Current Report on Form 8-K filed by Indaptus Therapeutics, Inc. (the “Company”)

with the Securities and Exchange Commission on September 9, 2026 (the “Prior Form 8-K”), on September 8, 2026,

the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the purchasers party thereto

(collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers,

in a private placement, shares of the Company’s common stock, par value $0.01 per share, for aggregate gross proceeds of approximately

$24.0 million, before deducting offering expenses.

Pursuant

to the Purchase Agreement, the closing of the transactions contemplated thereby was required to occur no later than September 29, 2026

(the “Outside Date”).

September 29, 2026, the Company and the Purchasers entered into notices and consents (the “Notices and Consents”)

pursuant to which, among other things, the Outside Date applicable to each Purchaser was extended from September 29, 2026 to October

16, 2026 (the “Extended Outside Date”). The Notices and Consents also permit the Company to defer and coordinate

the closing with respect to the Purchasers until the applicable conditions to closing under the Purchase Agreement have been satisfied

or waived, but in no event later than the Extended Outside Date, unless otherwise agreed in writing by the Company and the applicable

Purchaser. In addition, the deadline for the Purchasers to fund their respective purchase prices under the Purchase Agreement, as well

as certain related termination rights, was extended to the Extended Outside Date.

Except

as modified by the Notices and Consents, the Purchase Agreement remains unchanged and in full force and effect.

The

foregoing description of the Purchase Agreement and the Notices and Consents does not purport to be complete and is qualified in its

entirety by reference to the Purchase Agreement, which was filed as Exhibit 10.1 to the Prior Form 8-K and is incorporated herein by

reference, and the form of the Notice of Extension of Outside Date and Consent to Deferred Closing, which is filed as Exhibit 10.1 to

this Current Report on Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Notice of Extension of Outside Date and Consent to Deferred Closing, dated September 29, 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:

September 30, 2026

INDAPTUS

THERAPEUTICS, INC.

By:

/s/

Junyi Dai

Name:

Junyi Dai

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

FORM

OF NOTICE OF EXTENSION OF OUTSIDE DATE AND CONSENT TO DEFERRED CLOSING

Date:

September 29, 2026

To:

Reference

is made to that certain Stock Purchase Agreement, dated September 8, 2026 (the “Agreement”), by and between Indaptus Therapeutics,

Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page(s) thereto (each, a “Purchaser”

and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings set

forth in the Agreement. The Company and the undersigned Purchaser hereby agree, solely as between the Company and such Purchaser, as

follows:

Extension of Outside Date. Notwithstanding anything to the contrary in Section 3.1 of the Agreement, the Outside Date applicable

to the undersigned Purchaser shall be extended from September 29, 2026 to October 16, 2026 (the “Extended Outside

Date”). All references in the Agreement to the “Outside Date,” solely with respect to the undersigned Purchaser,

shall be deemed to refer to the Extended Outside Date.

Deferred and Coordinated Closing. Notwithstanding anything to the contrary in Sections 3.1 or 3.2 of the Agreement, the Closing

with respect to the undersigned Purchaser may be deferred until the Company has received the Subscription Amounts from the

Purchasers participating in the coordinated Closing and the applicable conditions set forth in Section 7 of the Agreement have been

satisfied or waived in accordance with the terms thereof. The Closing with respect to the undersigned Purchaser shall take place on

such date and at such time as may be designated by the Company by written notice to the undersigned Purchaser, but in any event not

later than the Extended Outside Date, unless otherwise agreed in writing by the Company and the undersigned Purchaser.

Previously Delivered Subscription Amounts. If all or any portion of the Subscription Amount of the undersigned Purchaser has

been received by the Company prior to the Closing, the undersigned Purchaser hereby consents to the Company retaining such amount

pending the Closing and agrees that the Company shall not be obligated to issue or deliver the Shares to be purchased by such

Purchaser until the Closing. Such deferral, solely to the extent contemplated hereby, shall not constitute a breach or default by

the Company under the Agreement.

Funding Deadline and Termination Rights. Notwithstanding anything to the contrary in Section 3.2 of the Agreement, the deadline

for the Company to receive the entire Subscription Amount from the undersigned Purchaser shall be extended to the Extended Outside

Date, and the Company shall not exercise its termination right under Section 3.2 solely as a result of the failure of such Purchaser

to deliver its entire Subscription Amount on or before September 29, 2026. For purposes of Section 3.1 of the Agreement, the sixty

(60) day period following the Outside Date shall commence following the Extended Outside Date.

No Default; Continuing Effect. The failure to consummate the Closing with respect to the undersigned Purchaser on or before

September 29, 2026 shall not, solely as a result of the extension contemplated hereby, constitute a breach or default under the

Agreement. Except as expressly modified hereby with respect to the undersigned Purchaser, the Agreement shall remain unchanged and

in full force and effect. In the event of any conflict between the terms of this Notice and Consent and the Agreement, the terms of

this Notice and Consent shall control solely with respect to the undersigned Purchaser.

No Other Amendments. Unless expressly amended by this Notice and Consent , the terms and provisions of the Agreement shall

remain in full force and effect.

Conflicting Terms. Wherever the terms and conditions of this Notice and Consent and the terms and conditions of the Agreement

are in conflict, the terms of this Notice and Consent shall be deemed to supersede the conflicting terms of the

Agreement.

Governing Law. This Notice and Consent shall be governed by, and construed and enforced in accordance with, the Laws of the State

of New York without regard to the choice of law principles thereof.

This

Notice and Consent constitutes a written amendment and consent with respect to the undersigned Purchaser and may be executed in counterparts,

each of which shall be an original, and all of which together shall constitute one instrument.

[Signatures

on Following Page]

SIGNATURE

PAGE

WITNESS WHEREOF, the parties hereto have executed this Notice of Extension of Outside Date and Consent to Deferred Closing as of the

date first above written.

INDAPTUS THERAPEUTICS, INC.

By:

Name:

Title:

By:

Name:

Title:

Date:

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