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Indaptus Therapeutics, Inc. (Nasdaq: INDP) ("Indaptus" or the "Company"), a clinical stage biotechnology company dedicated to pioneering innovative cancer and viral infection treatments, today announces it has entered into a $6 million securities purchase agreement with investor, David E. Lazar, for the purchase of non-voting convertible preferred stock of the Company. Mr. Lazar has been appointed Indaptus' Co-Chief Executive Officer and Chairman of the Board. Jeffrey Meckler will continue as Co-CEO and remain on the Board.
"In making this significant investment in Indaptus, I look forward to continuing to evaluate the Company's lead product candidate while actively exploring strategic opportunities to drive value for our stockholders," said Mr. Lazar. "I appreciate the Board's unanimous support for this transaction and faith in my ability and proven track record to build upon the Company's foundation and introduce new strategic alternatives."
"David brings to Indaptus significant expertise, and I look forward to working with him to evaluate the ongoing business, identify business opportunities for the Decoy platform, and seek strategic alternatives that could be transformative for Indaptus' shareholders," said Mr. Meckler.
Under the securities purchase agreement, the Company has agreed to issue 300,000 shares of non-voting convertible Series AA preferred stock and 700,000 shares of non-voting convertible Series AAA preferred stock in exchange for Mr. Lazar's investment of $6.0 million. Each share of Series AA Preferred Stock is convertible into 20 shares of common stock while each share of Series AAA Preferred Stock is convertible into 150 shares of common stock. Conversion of the shares is contingent upon obtaining stockholder approval at the next meeting of stockholders, which is expected to be held during the first quarter of 2026. Closing of this transaction occurred on December 23, 2025.
In connection with the agreement, the Company's Board was reconstituted. In addition to Mr. Lazar's appointment as Chairman, at closing Avraham Ben-Tzvi joined the Board replacing Hila Kara and Dr. Robert Martell, who stepped down from the Board. After receipt of stockholder approval, Mr. Lazar will have the right to nominate up to three additional directors to the Board.
The Company previously filed with the SEC a Current Report on Form 8-K on December 23, 2025 summarizing the transaction. A copy can be viewed here.
About Indaptus Therapeutics
Indaptus Therapeutics has evolved from more than a century of immunotherapy advances. The Company's novel approach is based on the hypothesis that efficient activation of both innate and adaptive immune cells and pathways and associated anti-tumor and anti-viral immune responses will require a multi-targeted package of immune system-activating signals that can be administered safely intravenously (i.v.). Indaptus' patented technology is composed of single strains of attenuated and killed, non-pathogenic, Gram-negative bacteria producing a multiple Toll-like receptor (TLR), Nucleotide oligomerization domain (NOD)-like receptor (NLR) and Stimulator of interferon genes (STING) agonist Decoy platform. The product candidates are designed to have reduced i.v. toxicity, but largely uncompromised ability to prime or activate many of the cells and pathways of innate and adaptive immunity. Decoy product candidates represent an antigen-agnostic technology that have produced single-agent activity against metastatic pancreatic and orthotopic colorectal carcinomas, single agent eradication of established antigen-expressing breast carcinoma, as well as combination-mediated eradication of established hepatocellular carcinomas, pancreatic and non-Hodgkin's lymphomas in standard pre-clinical models, including syngeneic mouse tumors and human tumor xenografts. In pre-clinical studies tumor eradication was observed with Decoy product candidates in combination with anti-PD-1 checkpoint therapy, low-dose chemotherapy, a non-steroidal anti-inflammatory drug, or an approved, targeted antibody. Combination-based tumor eradication in pre-clinical models produced innate and adaptive immunological memory, involved activation of both innate and adaptive immune cells, and was associated with induction of innate and adaptive immune pathways in tumors after only one i.v. dose of Decoy product candidate, with associated "cold" to "hot" tumor inflammation signature transition. The Decoy platform has also been shown to induce activation, polarization or maturation of human macrophages, dendritic, NK, NKT, CD4 T and CD8 T cells in vitro. IND-enabling, nonclinical toxicology studies demonstrated i.v. administration without sustained induction of hallmark biomarkers of cytokine release syndromes, possibly due to passive targeting to liver, spleen, and tumor, followed by rapid elimination of the product candidate. Indaptus' Decoy product candidates have also produced meaningful single agent activity against chronic hepatitis B virus (HBV) and chronic human immunodeficiency virus (HIV) infections in pre-clinical models.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. For example, the Company is using forward-looking statements when it discusses statements related to the receipt of stockholder approvals to issue the shares of common stock, the Company's review of strategic alternatives, and its ability to identify and complete a transaction as a result of the strategic review process. 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 our 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 following: the risk that the Company may not be successful in receiving the stockholder approvals contemplated; the uncertainty of pursuing strategic alternatives and consummating one or more strategic transactions on attractive terms, if at all; the sufficiency of our cash and cash equivalents to fund our ongoing activities and our expectations and plans regarding our combination study and the anticipated effects of our product candidates, including Decoy20; our limited operating history; conditions and events that raise substantial doubt regarding our ability to continue as going concern; the need for, and our ability to raise, additional capital given our lack of current cash flow; our clinical and preclinical development, which involves a lengthy and expensive process with an uncertain outcome; our incurrence of significant research and development expenses and other operating expenses, which may make it difficult for us to attain profitability; our pursuit of a limited number of research programs, product candidates and specific indications and failure to capitalize on product candidates or indications that may be more profitable or have a greater likelihood of success; our ability to obtain and maintain regulatory approval of any product candidate; the market acceptance of our product candidates; our reliance on third parties to conduct our preclinical studies and clinical trials and perform other tasks; our reliance on third parties for the manufacture of our product candidates during clinical development; our ability to successfully commercialize Decoy20 or any future product candidates; our ability to obtain or maintain coverage and adequate reimbursement for our products; the impact of legislation and healthcare reform measures on our ability to obtain marketing approval for and commercialize Decoy20 and any future product candidates; product candidates of our competitors that may be approved faster, marketed more effectively, and better tolerated than our product candidates; our ability to adequately protect our proprietary or licensed technology in the marketplace; the impact of, and costs of complying with healthcare laws and regulations, and our failure to comply with such laws and regulations; information technology system failures, cyberattacks or deficiencies in our cybersecurity; and unfavorable global economic and market conditions. These and other important factors discussed under the caption "Risk Factors" included in our most recent Annual Report on Form 10-K filed with the SEC on March 13, 2025, and our other filings with the SEC, 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 in this press release. We undertake 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.
Indaptus Therapeutics Contact
David Lazar
Co-Chief Executive Officer and Chairman of the Board
david@activistinvestingllc.com
