Indaptus Therapeutics, Inc. 8-K

What Happened

• Indaptus Therapeutics (INDP) disclosed that on Dec. 22–23, 2025 it issued convertible preferred stock to David E. Lazar (300,000 shares Series AA and 700,000 shares Series AAA). On March 23, 2026 Mr. Lazar sold his interest in the 700,000 Series AAA shares and 196,800 of the Series AA shares to five purchasers for an aggregate $11,200,000.
• Each Series AA share converts into 20 common shares and each Series AAA share converts into 150 common shares. The sold preferred stock would convert into 108,936,000 common shares; if all preferred stock is converted and the company has 113,242,324 common shares outstanding, the Purchasers would hold about 96.20% of the issued and outstanding common stock (individual converted ownership: Yun Yao ~37.08%, Sino Lion Ventures ~34.35%, Junyi Dai ~9.93%, Ting Yang ~9.93%, Lina Deng ~4.90%). The Purchasers intend to file a joint Schedule 13D and may be deemed a “group.”
• Separately, on March 18, 2026 four directors (Jeffrey Meckler, Roger Pomerantz, Anthony Maddaluna, William Hayes) resigned; David Lazar resigned as co‑CEO and stepped down as Chairman but remains a director. The Board appointed Junyi Dai as Chairman (effective March 18, 2026) and as Chief Executive Officer effective at closing of the March 23, 2026 transaction. Several committee appointments were also made.

Key Details

• Purchase price: $11,200,000 paid March 23, 2026 for 700,000 Series AAA and 196,800 Series AA preferred shares.
• Conversion math: Series AA = 20 common shares each; Series AAA = 150 common shares each; total potential conversion from sold shares = 108,936,000 common shares.
• Post-conversion ownership (assumed 113,242,324 common shares outstanding): Purchasers collectively ~96.20%; David Lazar would retain ~1.82% if he converts remaining preferred.
• Governance filings: Purchasers will file a joint Schedule 13D and may be deemed a group; purchasers disclaim beneficial ownership of others’ shares except for pecuniary interest. Board changes effective March 18, 2026; Junyi Dai named CEO and Chairman.

Why It Matters

• Ownership and control: The transaction shifts a very large portion of potential common stock (via convertible preferred) to a small group of investors who will disclose their holdings on Schedule 13D, which can signal coordinated influence over corporate decisions.
• Executive and board changes: A new CEO and chairman (Junyi Dai) and multiple board/responsibility changes were announced, which may affect company strategy and governance going forward.
• Dilution/watch items: If the preferred stock is converted, there would be substantial dilution to existing common shareholders and a major concentration of voting power with the Purchasers; investors should watch the forthcoming Schedule 13D and any registration/resale filings noted in the 8‑K.