Indaptus Therapeutics Inc
For the period ended Jun 23, 2025. Filed Jun 23, 2025.
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Jun 23, 2025 · Filed Jun 23, 2025
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DEF 14A 1 fromdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Indaptus Therapeutics, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Indaptus Therapeutics, Inc.
NOTICE & PROXY STATEMENT
Special Meeting of Stockholders
July 25, 2025
10.00 a.m. (Eastern time)
3 COLUMBUS CIRCLE, 15 TH FLOOR
NEW YORK, NY 10019
June 23, 2025
To Our Stockholders:
You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Indaptus Therapeutics, Inc. at 10.00 a.m. Eastern time, on July, 25, 2025, at the offices of Indaptus Therapeutics, Inc., 3 Columbus Circle, 15th Floor, New York, NY. Please note that in order to gain admission to the site of the Special Meeting, all attendees will need to present a photo identification card and have their name previously provided to building security. As such, in order to facilitate your attendance at the Special Meeting, we strongly encourage you to advise Nir Sassi by email atnir@indaptusrx.com or phone at (646) 427-2727 if you plan to attend the meeting prior to 5:00 p.m., Eastern time, on July 24, 2025, so that we can timely provide your name to building security.
As we previously disclosed on June 12, 2025, we are conducting a private placement of convertible notes and warrants according to which we are obligated to seek approval from our stockholders with respect to the shares of common stock underlying the securities we are offering for purposes of complying with Nasdaq rules.
The Notice of Meeting and Proxy Statement on the following pages describe the specific matters to be presented at the Special Meeting. Please see the section called “Who can attend the Special Meeting?” on page 4 of the proxy statement for more information about how to attend the meeting in person.
Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Special Meeting, you will be able to vote in person, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
/s/ Roger J. Pomerantz
Roger J. Pomerantz, M.D., F.A.C.P.
Chairman
Table of Contents
| NOTICE OF SPECIAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| PROXY STATEMENT | 2 |
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF STOCKHOLDERS | 3 |
| PROPOSALS TO BE VOTED ON | 7 |
| STOCKHOLDERS’ PROPOSALS | 10 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 11 |
| OTHER MATTERS | 13 |
| SOLICITATION OF PROXIES | 14 |
i
3 Columbus Circle
New York, NY 10019
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.