The Company filed a prospectus supplement dated August 31, 2026, together with an accompanying base prospectus dated August 20, 2025, as part of its shelf registration statement on Form S-3 (File No. 333-289573), which was declared effective on August 20, 2025. On September 4, 2026, the Company filed Amendment No. 1 to that prospectus supplement solely to correct a clerical error in the mathematical calculations in the dilution section; it states that as of September 4, 2026, no shares of common stock had yet been sold under the Offering Agreement. No subsequent SEC filing identified in this review discloses any shares having been sold under the ATM program since that date.
Under the agreement, Wainwright acts as sales agent and/or principal and will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell shares into the Nasdaq Capital Market or another existing U.S. trading market at prevailing market prices, in negotiated transactions, or directly to Wainwright as principal, as the Company directs through sales notices specifying amount and minimum price. There is no minimum offering amount required to close the program, so the actual total amount sold, commissions, and proceeds are not determinable in advance. Settlement occurs on the second trading day following each sale through The Depository Trust Company. The Company will pay Wainwright a placement fee equal to 3.0% of the gross sales price of shares sold, and Wainwright is deemed an "underwriter" within the meaning of the Securities Act, with its compensation deemed underwriting commissions or discounts. The Company also agreed to reimburse Wainwright up to $50,000 for its legal counsel's fees related to the offering, plus up to $5,000 per quarterly bringdown and $3,500 per annual bringdown for ongoing diligence-related legal costs.
The prospectus supplement states the Company intends to use net proceeds for working capital, general corporate purposes, and strategic initiatives, including potential acquisitions (none identified as of the filing), investments, and research collaborations, with management retaining broad discretion over allocation; no specific debt repayment or identified acquisition use is disclosed.
For illustrative dilution purposes, the prospectus supplement (as corrected by Amendment No. 1) assumed a hypothetical full draw of $100,000,000 at $1.14 per share, the last reported Nasdaq closing price on August 26, 2026, implying approximately 87,719,298 shares if the entire program were sold at that single price (actual sales would occur at varying prices over time). Based on 133,242,324 shares outstanding as of June 30, 2026, a full illustrative draw at that assumed price would represent dilution of roughly 66% of pre-offering shares outstanding. As corrected, net tangible book value as of June 30, 2026 was approximately $11.4 million, or $0.09 per share; pro forma net tangible book value after a hypothetical full $100,000,000 draw at $1.14 per share was calculated at approximately $108.3 million, or $0.49 per share, representing an immediate increase of $0.40 per share to existing stockholders and immediate dilution of $0.65 per share to new investors in the illustrative scenario. (The original August 31, 2026 prospectus supplement had understated net tangible book value, pro forma figures, and per-share dilution due to a clerical calculation error later corrected in Amendment No. 1.) No greenshoe or over-allotment option applies to this program, as ATM offerings of this type do not use such mechanisms; sales occur incrementally over time rather than in a single underwritten tranche.
McCarter & English, LLP served as legal counsel to Indaptus Therapeutics and issued an opinion, filed as Exhibit 5.1 to the Form 8-K, on the validity of the shares issuable under the Sales Agreement. Haynes and Boone, LLP, of New York, New York, served as counsel to Wainwright in connection with the offering, as disclosed in the "Legal Matters" section of the prospectus supplement.
Separately, on September 8, 2026, Indaptus entered into a Stock Purchase Agreement for an unregistered private placement of 20,338,974 shares of common stock for aggregate gross proceeds of approximately $24.0 million, priced at the "Nasdaq Minimum Price" plus $0.015 per share; that transaction is distinct from, and not part of, the $100,000,000 ATM program described above and is not the subject of this deal record.
Several details remain undisclosed: the actual number of shares sold or proceeds raised to date under the ATM program (none confirmed as of the most recent prospectus amendment on September 4, 2026), any specific pricing of individual ATM sales, and any expected timeline for drawing down the full $100,000,000. The nature of the "pending regulatory" status and any specific conditions to further draws are not specified in the filings reviewed.