Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Indaptus Therapeutics, Inc. (Name of Issuer) |
Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) |
45339J105 (CUSIP Number) |
Michael J. Newman c/o Indaptus Therapeutics, 3 Columbus Circle, 15th Floor New York, NY, 10019 (1) 858-492-0485 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 45339J105 |
| 1 |
Name of reporting person
Newman Michael James | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
115,552.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission by the Reporting Person on August 13, 2021 (the "Original 13D"), as amended on October 26, 2021, relating to the common stock, par value $0.01 per share of Indaptus Therapeutics, Inc., a Delaware corporation ("Indaptus" or the "Company"). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms in this Amendment No. 2 shall have the meanings ascribed to them in the Schedule 13D.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.01 Per Share |
| (b) | Name of Issuer:
Indaptus Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Indaptus Therapeutics, Inc., 3 Columbus Circle, 15th Floor, New York,
NEW YORK
, 10019. |
| Item 5. | Interest in Securities of the Issuer |
| (a) |
As of the date of this report there are 2,101,163 shares of Indaptus common stock outstanding. Accordingly, Dr. Newman beneficially owned 5.4% of the outstanding shares of Indaptus common stock on the date of this Amendment No. 2. |
| (b) | Dr. Newman has sole voting and dispositive power over 114,589 shares of Indaptus common stock registered in his name. In addition, Dr. Newman may be deemed to hold shared voting and dispositive power over 963 shares of Indaptus common stock registered in the name of his spouse. |
| (c) | On December 23, 2025, Reporting Person was issued 52,204 shares of common stock in connection with entry into the Modification Agreement (defined below). |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended and restated as follows: On December 22, 2025, Indaptus entered into a Securities Purchase Agreement (the "Purchase Agreement") with David E. Lazar, pursuant to which he agreed to purchase from the Company 300,000 shares of Series AA Convertible Preferred Stock and 700,000 shares of Series AAA Convertible Preferred Stock of the Company at a combined aggregate purchase price of $6.00 per share of Preferred Stock for aggregate gross proceeds of $6.0 million, subject to the terms and conditions of the Purchase Agreement. On December 22, 2025, in connection with the transactions contemplated by the Purchase Agreement, the Company entered into employment modification agreements with Reporting Person (the "Modification Agreements"). Pursuant to the terms of the Reporting Person's Modification Agreement, Reporting Person received an equity settlement payment 216,617 shares of Common Stock, calculated using the consolidated closing bid price of the Company's Common Stock on the day immediately preceding the date of the Modification Agreement. In connection with the signing of the Purchase Agreement, Reporting Person agreed to enter into a voting agreement, dated December 22, 2025 (the "Voting Agreement"), pursuant to which Reporting Person agreed, in his capacity as stockholder of the Company, following the Proxy Effective Date (as defined in the Voting Agreement), to vote all of his shares of Common Stock in favor of all proposals recommended by the board of directors at a special meeting of stockholders to be called for the purpose of securing certain stockholder approvals in connection with the Purchase Agreement. In addition, upon and following the Proxy Effective Date, Reporting Person agreed that, for a period one (1) year from the Proxy Effective Date, Reporting Person, nor any of his representatives acting on his behalf, will in any manner, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company, or any rights to acquire any such securities (including derivative securities representing the right to vote or economic benefit of any such securities) or assets; (b) any tender or exchange offer, merger or other business combination involving the Company; (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (ii) form, join or in any way participate in a "group" (as defined under the 1934 Act) with respect to any securities of the Company; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company; (iv) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (i) above; (v) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (vi) request that the Company (or its directors, officers, employees or agents) amend or waive any provision of this paragraph (including clause (vi)). The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, the form of which is filed as an exhibit hereto and is incorporated by reference herein. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1. Form of Voting Agreement (incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K filed with the SEC on December 22, 2025) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|