Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 28, 2026, Indaptus Therapeutics, Inc. (the "Company") entered into an Amended and Restated At the Market Offering Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), which amends and restates in its entirety, and supersedes and replaces, the At The Market Offering Agreement, dated June 1, 2022, between the Company and Wainwright (the "Original Agreement"). The Sales Agreement provides for the sale and issuance by the Company of shares of its common stock, par value $0.01 per share (the "Common Stock"), from time to time, through or to Wainwright as the Company's sales agent and/or principal in an "at the market offering" program and as otherwise set forth in the Sales Agreement (the "Offering").

Pursuant to the Sales Agreement, the Company may issue and sell through or to Wainwright shares of Common Stock having an aggregate maximum offering price of up to $100,000,000, subject to the limitations set forth in the Sales Agreement, including the number of authorized but unissued shares of Common Stock available for issuance and the Company's continued satisfaction of the eligibility and transaction requirements for use of Form S-3. The $100,000,000 maximum aggregate gross sales price applies solely to shares sold on or after the execution date of the Sales Agreement. Shares sold pursuant to the Original Agreement prior to the date of the Sales Agreement will not be counted toward such limit.

On August 31, 2026, the Company filed a prospectus supplement, dated August 31, 2026, including an accompanying base prospectus, dated August 20, 2025 (the "ATM Prospectus Supplement"), which together form a part of the Company's shelf registration statement on Form S-3 (File No. 333-289573), initially filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on August 13, 2025 and declared effective by the SEC on August 20, 2025 (the "Registration Statement"), in connection with the offer and sale of shares of Common Stock pursuant to the Sales Agreement.

Pursuant to the Sales Agreement, Wainwright has agreed to use its commercially reasonable efforts to sell shares of Common Stock from time to time, subject to the terms and conditions of the Sales Agreement. The Company will designate the maximum amount of shares of Common Stock to be sold by Wainwright on any trading day and the minimum price per share at which such shares may be sold. The gross sales price of shares of Common Stock sold by Wainwright as sales agent under the Sales Agreement will be the market price for the shares of Common Stock on the applicable trading market at the time of sale.

Subject to the terms and conditions of the Sales Agreement, Wainwright may sell shares of Common Stock by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly on the applicable trading market, on any other existing trading market for the Common Stock or to or through a market maker. Wainwright may also sell shares of Common Stock in privately negotiated transactions with the Company's prior written approval and to the extent provided for in the applicable prospectus supplement. In addition, if the Company wishes to sell shares in a manner other than through sales by Wainwright as sales agent, the Company and Wainwright may enter into a separate terms agreement pursuant to which Wainwright may purchase shares of Common Stock as principal on terms agreed upon by the parties.

The Company has no obligation to sell any shares of Common Stock under the Sales Agreement. The Company or Wainwright may suspend the offering of shares under the Sales Agreement at any time in accordance with the terms thereof. Wainwright is not obligated to purchase any shares of Common Stock on a principal basis under the Sales Agreement except as otherwise specifically agreed by Wainwright and the Company pursuant to a separate terms agreement. No assurance can be given that the Company will sell any shares of Common Stock under the Sales Agreement or, if any sales occur, as to the price or number of shares that will be sold or the dates on which any such sales will take place.