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. 1)*
|
Indaptus Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
45339J105 (CUSIP Number) |
Yun Yao c/o Indaptus Therapeutics, Inc.,, 3 Columbus Circle, 15th Floor, New York, NY, 10019 (646) 427-2727 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2026 (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
Yao Yun | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,991,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Yun Yao beneficially owns 41,991,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Securities Purchase Agreement, dated as of March 19, 2026 (the "Purchase Agreement"), and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 45339J105 |
| 1 |
Name of reporting person
SINO LION VENTURES Ltd | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
38,895,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Sino Lion Ventures Limited beneficially owns 38,895,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 45339J105 |
| 1 |
Name of reporting person
Xu Chenhao | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
38,895,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Chenhao Xu is the controlling person of Sino Lion Ventures Limited, a purchaser under the Purchase Agreement. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 45339J105 |
| 1 |
Name of reporting person
Dai Junyi | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,250,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Junyi Dai beneficially owns 11,250,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 45339J105 |
| 1 |
Name of reporting person
Yang Ting | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,250,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Ting Yang beneficially owns 11,250,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 45339J105 |
| 1 |
Name of reporting person
Deng Lina | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,550,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Lina Deng beneficially owns 5,550,000 shares of the Issuer's Common Stock. Such shares were acquired pursuant to the Purchase Agreement, and were issued upon the conversion of the Issuer's Series AA and Series AAA Preferred Stock in connection with the closing of the transaction on March 23, 2026. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934 solely for purposes of the Purchase Agreement and the transactions contemplated thereby. For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. All percentage calculations herein are based on 113,242,324 shares of Common Stock outstanding of the issuer as of March 31, 2026, based on information provided to the Reporting Person by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (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 1 Comment:
Explanatory Note. This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on March 30, 3026 (the "Original Schedule 13D") by Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng (each, a "Reporting Person" and collectively, the "Reporting Persons"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. The Amendment is being filed to clarify that the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group under the Purchase Agreement and will no longer operate as a group. In addition, this Amendment is being filed because Lina Deng has ceased to be the beneficial owner of more than five percent of the shares of Common Stock as a result of an increase in the number of shares of Common Stock outstanding of the Issuer. This Amendment is the final amendment to the Original Schedule 13D and constitutes an "exit filing" for Lina Deng. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Original Schedule 13D is amended by adding the following sentence: For the purpose of clarification, the Reporting Persons have disbanded their group to the extent they may have been deemed to be a group and will no longer operate as a group. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 11 and 13 of the cover pages of this Schedule 13D (including the accompanying comments thereto) is incorporated herein by reference. The ownership information presented herein represents beneficial ownership of shares of Common Stock as of the date of this filing, based upon 113,242,324 shares of Common Stock outstanding as of March 31, 2026. | |
| (b) | The information contained in rows 7 through 10 of the cover pages of this Amendment (including the accompanying comments thereto) is incorporated herein by reference. | |
| (c) | Except as described in this Amendment, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. | |
| (e) | As a result of an increase in the number of shares of Common Stock outstanding of the Issuer, Lina Deng ceased to be the beneficial owner of more than five percent of the shares of the Issuer's Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement, dated as of March 30, 2026, by and among Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed with the SEC by the Reporting Persons on March 30, 2026). https://www.sec.gov/Archives/edgar/data/1857044/000182912626002858/indaptustherap_ex99-2.htm | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|