Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On December 22, 2025, Indaptus, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with David E. Lazar, pursuant to which he agreed to purchase 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 at a purchase price of $6.00 per share of Preferred Stock for aggregate gross proceeds of $6.0 million, subject to the terms and conditions of the Purchase Agreement. Each share of Series AA Preferred Stock is convertible, following stockholder approval, 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 offering closed on December 23, 2025 (the "Closing").

Pursuant to the Purchase Agreement, theCompany agreed to use commercially reasonable efforts to hold a special meeting of stockholders no later than March 31, 2026 (the "Special Meeting"), which will include, among other things, proposals for (i) the issuance of Common Stock to Mr. Lazar in compliance with the rules and regulations of Nasdaq (without regard to any limitations on conversion set forth in the applicable Certificate of Designations) upon conversion of the Preferred Shares, (ii) an amendment to the Company's amended and restated certificate of incorporation that increases the authorized shares of Common Stock (iii) an amendment to the Company's amended and restated certificate of incorporation that permits future shareholder action by written consent of the majority of shareholders, (iv) the election of three (3) additional designees of Mr. Lazar to the board of directors of the Company (the "Board" or the "Board of Directors"), and (v) a reverse stock split of the Common Stock of the Company in the range to be determined by the Board of Directors.

In the event all of the foregoing are not approved by the stockholders at the Special Meeting, the Company has agreed to use its reasonable best efforts to call another stockholder meeting (the "Second Meeting") within ninety (90) days of the Special Meeting for the purpose of obtaining the required approvals. If the stockholder approval is not obtained at the Second Meeting, the Company has agreed to amend the Series AA Certificate of Designation to allow for immediate conversion to 19.99% of the issued and outstanding shares of the Company, calculated in accordance with the applicable Nasdaq Listing Rules 5635.

The Company intends to use the proceeds from the offering for ongoing operations, severance, general corporate and working capital purposes, as well as payment for, among other items, Company expenses in connection with the offering, including obtaining stockholder approval.

The Purchase Agreement provides that if at any time during the six-month period following the date of the Closing (the "Participation Period"), the Company proposes to offer and sell certain new equity securities, then, subject to compliance with securities laws and regulations, the Company has agreed to offer the Purchaser the right to purchase, on the same terms, including the price per security, and subject to the same conditions, as are applicable to the other investors in such offering, that amount of new equity securities equal to up to 25% of the total amount of new equity securities being offered for sale in such offering.