Changes in Control (Form 8-K)

Item 5.01. Changes in Control of Registrant.

As described in Item 1.01 of the Current Report on Form 8-K filed by Indaptus Therapeutics, Inc. (the "Company") on December 23, 2025, on December 22, 2025, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with David E. Lazar, pursuant to which he purchased from the Company 300,000 shares of Series AA Convertible Preferred Stock (the "Series AA Preferred Stock") and 700,000 shares of Series AAA Convertible Preferred Stock (the "Series AAA Preferred Stock" and, together with the Series AA Preferred Stock, the "Preferred Stock") of the Company. Each share of Series AA Preferred Stock is convertible into 20 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), and each share of Series AAA Preferred Stock is convertible into 150 shares of Common Stock for a combined total of 111,000,000 shares of Common Stock.

The Company has been advised that, pursuant to a share sale agreement (the "March 2026 SPA"), on March 23, 2026, David Lazar sold, in accordance with the rights afforded to Mr. Lazar in the Purchase Agreement, all of his interest and rights in the 700,000 shares of Series AAA Preferred Stock and all of his interest and rights to 196,800 shares of Series AA Preferred Stock to Yun Yao, Sino Lion Ventures Limited, Junyi Dai, Ting Yang, and Lina Deng (the "Purchasers") in certain percentages set forth in the definitive agreements related to such transaction, for an aggregate purchase price of $11,200,000 (the "Purchase Price").

The table below shows the allocation of the Purchase Price and the acquired stock for each Purchaser, the sources of the funds used by each of the Purchasers, as well as the portion of the Company's issued and outstanding Common Stock to be held by each Purchaser on the assumption that all the Purchasers as well as Mr. Lazar will convert all Preferred Stock into shares of Common Stock and the Company will have 113,242,324 shares of Common Stock outstanding as of such conversions.

* Each share of Series AA Preferred Stock converts into 20 shares of Common Stock

** Each share of Series AAA Preferred Stock converts into 150 shares of Common Stock

The Company has been advised by the Purchasers that they will be jointly filing a Schedule 13D pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and their Joint Filing Agreement, by and among the Purchasers which will be attached to such Schedule 13D as Exhibit 99.2. The Purchasers have further advised the Company that the Purchasers may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act by virtue of the March 2026 SPA. Each Purchaser has expressly disclaimed beneficial ownership of any shares of Common Stock held by any other Purchaser except to the extent of such Purchaser's pecuniary interest therein, and except as may be otherwise specifically disclosed in a Schedule 13D, each Purchaser has sole voting and dispositive power with respect to the shares it beneficially owns.

If the Purchasers and Mr. Lazar convert all the Preferred Stock into shares of Common Stock, following such conversions, Mr. Lazar's ownership will be approximately 1.82% of the issued and outstanding shares of Common Stock.