aibioIndaptus stockholders approve preferred stock conversion and reverse split range
Tickers INDP
Stockholders approved conversion of preferred stock that, once converted, would give David Lazar 111.0 million common shares, about 96.4% of the fully diluted common stock. They also approved up to two reverse stock splits and authorized shares rising to 1,000,000,000.
Key facts
- Company
- Indaptus Therapeutics, Inc. (NASDAQ: INDP)
- News type
- Mergers
- Primary source
- Indaptus Therapeutics, Inc. Form 8-K filed February 27, 2026 (SEC EDGAR)
Indaptus Therapeutics, Inc. (Nasdaq: INDP) said its stockholders approved a package of proposals at a special meeting on February 26, 2026. The package covers issuing common stock on conversion of its preferred stock, up to two reverse stock splits, and a rise in authorized shares to up to 1,000,000,000. The company reported the results in a Form 8-K filed February 27, 2026, which also includes an Item 5.01 change-in-control disclosure.
The investment behind the vote
On December 22, 2025, Indaptus sold 300,000 shares of Series AA Convertible Preferred Stock and 700,000 shares of Series AAA Convertible Preferred Stock to David E. Lazar at $6.00 per preferred share. That is $6.0 million in gross proceeds. The company says it plans a strategic transaction involving an investment in or acquisition of an operating business, which the filing calls the Target Company.
The 8-K ties the vote to that deal. Under the purchase agreement, the company agreed to put the conversion, reverse split and share proposals to stockholders.
Turnout and the margins
A total of 777,587 shares were present in person or by proxy, about 34.7% of common stock outstanding on the January 21, 2026 record date. The conversion proposal passed with 746,109 votes for, 31,345 against and 133 abstentions. The vote on issuing shares to the co-chief executive officer and chairman, which the 8-K treats under Nasdaq Rule 5635(c), passed with 743,660 votes for and 33,856 against. The Rule 5635(d) proposal passed with 756,239 for and 21,237 against.
Those are the votes that counted. The company reports them as final, and the margins are wide, but the total votes cast are a small share of the outstanding stock.
Control of the board
Once the conversion is effected, all of the preferred shares become convertible by Lazar, at his option, into 111.0 million common shares. The 8-K says full conversion would make up approximately 96.4% of the common stock currently outstanding on a fully diluted basis.
Stockholders also elected Jerome Jabbour as a Class I director and Matthew McMurdo as a Class III director, with 768,029 and 767,877 votes for. Lazar, who is also chairman, now has five nominees on the nine-member board: Jabbour, McMurdo, David Natan, Avraham Ben-Tzvi and himself. Mark Gilbert and Michael Newman resigned effective immediately after the meeting, which leaves those five as a majority.
Reverse splits, share count and written consent
Stockholders approved a charter change allowing up to two reverse stock splits with an aggregate ratio of 1-for-2 to 1-for-199. The board will pick the ratio within that range, and the company must announce it before any split takes effect. The vote was 750,074 for, 27,430 against and 83 abstentions. A reverse split reduces the number of shares outstanding. The 8-K does not say when the board will act.
The authorized common stock rises from 200,000,000 to up to 1,000,000,000 shares, passed with 732,746 votes for and 44,715 against. The company says the larger count gives it more options to pursue a Target Company and flexibility to issue shares and convertible securities.
A third change lets stockholders act by written consent instead of at a meeting. It passed with 750,855 votes for and 26,558 against. The certificate of amendment was filed with the Delaware Secretary of State on February 27, 2026.
The company's finances
The annual report for 2024, whose auditor's report is dated March 13, 2025, describes Indaptus as a clinical biotechnology company developing an anti-cancer and anti-viral immunotherapy. Its lead clinical candidate is Decoy20, which is in a Phase 1 trial.
The annual report says the company has identified conditions that raise substantial doubt about its ability to continue as a going concern. As of December 31, 2024, it had approximately $5.8 million in cash. During 2024 it used $12.3 million in operations. The report says the cash is not enough to fund planned operations for at least 12 months from the report date, and that it may have to delay or cut research programs without new financing.
Chief Financial Officer Nir Sassi signed the 8-K.