Indaptus Therapeutics, Inc.

S-11 forms-1.htm S-1

As ** filed with the Securities and Exchange Commission on September 2, 2025.**

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INDAPTUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

3 Columbus Circle

15th Floor

New York, NY 10019

+1 (646) 427-2727

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey A. Meckler

Chief Executive Officer

3 Columbus Circle

15th Floor

New York, NY 10019

+1 (646) 427-2727

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If 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 to Section 7(a)(2)(B) of the Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 2, 2025

PRELIMINARY PROSPECTUS

Up to 781,250 Shares of Common Stock

Up to 781,250 Series A ** Common Warrants to Purchase up to 781,250 Shares of Common Stock**

Up to 781,250 Series B Common Warrants to Purchase up to 781,250 ** Shares of Common Stock**

Up to 781,250 ** Pre-funded Warrants to Purchase up to 781,250 Shares of Common Stock**

Up to 46,875 Placement Agent Warrants to Purchase up to 46,875 Shares of Common Stock

Up to 2,390,625 Shares of Common Stock Issuable Upon Exercise of the Series A Common Warrants, Series B Common Warrants, Pre-funded Warrants and Placement Agent Warrants

We are offering in a best-efforts offering up to 781,250 shares of common stock, par value $0.01 per share of Indaptus Therapeutics, Inc., a Delaware Company (“Indaptus”, the “Company”, “our company”, “we” or “us”), together with up to 781,250 series A common warrants, or the Series A common warrants, to purchase up to 781,250 shares of common stock and 781,250 series B common warrants, or the Series B common warrants and together with the Series A common warrants, the common warrants, to purchase up to 781,250 shares of common stock at an assumed combined public offering price of $6.40 per share and common warrants pursuant to this prospectus, which was the closing price of our shares of common stock on the Nasdaq Capital Market (“Nasdaq”) on August 27, 2025. The shares of common stock and common warrants will be sold in a fixed combination, with each share accompanied by a Series A common warrant and a Series B common warrant, each warrant to purchase one share of common stock.

We are also offering to those purchasers, if any, whose purchase of our shares of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing shares of common stock, to purchase pre-funded warrants to purchase shares of common stock. Each pre-funded warrant will be immediately exercisable for one share at any time at the option of the holder until such pre-funded warrant is exercised in full, provided that the holder will be prohibited from exercising pre-funded warrants for shares of common stock if, as a result of such exercise, the holder, together with its affiliates and certain related parties, would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the total number of shares of common stock then issued and outstanding. The assumed combined purchase price of each pre-funded warrant and common warrants is $6.39 (which is equal to the assumed combined public offering price per share and common warrants to be sold in this offering minus $0.01, the exercise price per share of each pre-funded warrant). For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. The pre-funded warrants will be sold together with common warrants in a fixed combination, with each pre-funded warrant to purchase one share accompanied by a Series A common warrant and a Series B common warrant, each warrant to purchase one share of common stock.

Each common warrant will have an exercise price of $ per share (which will be no less than 100% of the assumed combined public offering price per share to be sold in this offering), will be exercisable immediately on the effective date of stockholder approval of the issuance of the shares upon exercise of the common warrants (the “Warrant Stockholder Approval Date” and such approval, the “Warrant Stockholder Approval”); provided, however, that, if and only if the Pricing Conditions (as defined below) are met, the common warrants will be exercisable upon issuance. As used herein “Pricing Conditions” means that the combined public offering price per share and accompanying common warrant is such that the Warrant Stockholder Approval is not required under the rules of the Nasdaq Stock Market LLC because either (i) the offering is an at-the-market offering under the rules of the Nasdaq Stock Market LLC and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of common stock underlying the common warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole share underlying the common warrants) meet the pricing requirements under the Nasdaq Stock Market LLC’s rules. The Series A common warrants and Series B common warrants will expire on the 5 th anniversary and 18-month anniversary, respectively, of the Warrant Stockholder Approval Date, provided that if the Pricing Conditions are met, the Series A common warrants and Series B common warrants will expire on the five-year anniversary and 18-month anniversary, respectively, of the date of issuance. Because we will issue two common warrants for each share and for each pre-funded warrant sold in this offering, the number of common warrants sold in this offering will not change as a result of a change in the mix of shares of common stock and pre-funded warrants sold.

We are also registering the shares of common stock issuable from time to time upon the exercise of the pre-funded warrants, common warrants and placement agent warrants offered hereby.

Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “INDP”. On August 29, 2025, the closing price of our shares of common stock was $6.50 per share. There is no established public trading market for the common warrants and pre-funded warrants and we do not expect a market to develop. Without an active trading market, the liquidity of those warrants will be limited. In addition, we do not intend to list the common warrants or pre-funded warrants on The Nasdaq Capital Market, any other national securities exchange or any other trading system.

The assumed combined public offering price used throughout this prospectus has been included for illustration purposes only, and may not be indicative of the final offering price. The actual combined public offering price per share and any pre-funded warrants will be negotiated between us and the purchasers, in consultation with the Placement Agent based on the trading of our common stock prior to this offering, among other factors, and will be determined at the time of pricing, and may be at a discount to the then current market price. The recent market price used throughout this prospectus may not be indicative of the final offering price. The final combined public offering price will be a fixed price determined through negotiation between us and investors based upon a number of factors, including our history and our prospects, the state of the biotechnology industry in which we operate, our recent operating results, including results of our pre-clinical studies and clinical trials, and the general condition of the securities markets at the time of this offering.

This offering will terminate on October 2, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share (or pre-funded warrant) and accompanying common warrants will be fixed for the duration of this offering.

We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the placement agent fees set forth in the table, which assumes that we sell all of the securities offered by this prospectus. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. We will bear all costs associated with the offering and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Plan of Distribution” on page 16 of this prospectus for more information regarding these arrangements

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We expect to deliver the securities to the purchasers in the offering on or about , 2025, subject to satisfaction of certain conditions

H.C. Wainwright & Co.

The date of this prospectus is , 2025

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