UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40652

Indaptus Therapeutics, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware		86-3158720
(State or other jurisdiction		(I.R.S. Employer

3 Columbus Circle

New York, New York

10019

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) +(646) 427-2727

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		INDP		Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of the Registrant’s common stock outstanding as of August 13, 2026 was 133,242,324.

TABLE OF CONTENTS

		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY RISK FACTORS		ii

PART I. FINANCIAL INFORMATION		F-1

Item 1.	Financial Statements	F-1
	Unaudited Condensed Consolidated Balance Sheets	F-1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	F-2
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	F-3
	Unaudited Condensed Consolidated Statements of Cash Flows	F-4
	Notes to Unaudited Condensed Consolidated Financial Statements	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5
Item 4.	Controls and Procedures	6

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly Report, contains, and management may make, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, forward-looking statements can be identified by the use of terms such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “anticipate,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or their negatives or variations of these words or other comparable words. These statements include, without limitation, our statements about: our product candidates’ development, including the timing and design of the Phase 1 clinical trial of Decoy20 and our combination study; our expectations regarding the recommended Phase 2 dose for subsequent multi-dosing and combination studies and related timing; the anticipated effects of our product candidates; our plans to develop and commercialize our product candidates; the market potential and treatment potential of our product candidates, including Decoy20; our commercialization, marketing and manufacturing capabilities and strategy; our expectations about the willingness of healthcare professionals to use our product candidates; our general business strategy and the plans and objectives of management for future operations; our research and development activities and costs; our future results of operations and condition; the sufficiency of our cash and cash equivalents to fund our ongoing activities and our ability to continue as a going concern; and the impact of current macroeconomic conditions on our operations, ability to access capital, and liquidity.

The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report entitled “Summary Risk Factors,” Part II. Item 1A. “Risk Factors” and Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. We intend the forward-looking statements contained in this Quarterly Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Balance Sheets

	As of June 30,			As of December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	7,553,820		$	8,507,628
Short-term investments		4,000,000		$	-
Prepaid expenses and other current assets		434,136			802,540

Total assets	$	11,987,956		$	9,310,168

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and other current liabilities	$	615,426		$	6,158,575

Total liabilities		615,426			6,158,575

Commitments and contingencies (Note 7)					-

Stockholders’ equity:
Common stock: $0.01 par value, 1,000,000,000 and 200,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 133,242,324 shares issued and outstanding as of June 30, 2026 and 2,167,324 shares issued and outstanding as of December 31, 2025		1,332,424			21,674
Preferred stock: $0.01 par value, 5,000,000 shares authorized as of June 30, 2026 and December 31, 2025; no shares issued and outstanding as of June 30, 2026 and 1,000,000 shares issued and outstanding as of December 31, 2025		-			10,000
Additional paid in capital		95,664,138			84,408,018
Accumulated deficit		(85,624,032	)		(81,288,099	)

Total stockholders’ equity		11,372,530			3,151,593

Total liabilities and stockholders’ equity	$	11,987,956		$	9,310,168

See accompanying notes to the unaudited condensed consolidated financial statements

F-1

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Operations

	2026			2025			2026			2025
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2026			2025			2026			2025

Operating expenses:
Research and development	$	363,127		$	2,167,114		$	854,261		$	4,977,954
General and administrative		1,445,739			2,289,649			3,114,193			4,051,368

Total operating expenses		1,808,866			4,456,763			3,968,454			9,029,322

Loss from operations		(1,808,866	)		(4,456,763	)		(3,968,454	)		(9,029,322	)

Other income (expense):
Warrant repricing		-			-			(410,154	)		-
Change in fair value of convertible promissory notes		-			(787,703	)		-			(787,703	)
Other income, net		14,003			15,547			42,675			55,676

Total other income (expense)		14,003			(772,156	)		(367,479	)		(732,027	)

Net loss	$	(1,794,863	)	$	(5,228,919	)	$	(4,335,933	)	$	(9,761,349	)

Net loss available to common shareholders per share of common stock, basic and diluted	$	(0.02	)	$	(9.09	)	$	(0.07	)	$	(18.09	)

Weighted average number of shares used in calculating net loss per share, basic and diluted		116,131,213			574,923			64,112,185			539,538

See accompanying notes to the unaudited condensed consolidated financial statements

F-2

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

	Shares*		Amount*		Shares			Amount			in capital*			deficit			Total
	Common stock				Preferred stock						Additional paid			Accumulated
	Shares*		Amount*		Shares			Amount			in capital*			deficit			Total
Balance, January 1, 2025		428,799	$	4,288		-		$	-		$	64,379,770		$	(60,439,183	)	$	3,944,875
Stock-based compensation		-		-		-			-			240,891			-			240,891
Issuance of common stock and warrants, net of issuance costs (Note 6c)		75,335		754		-			-			1,985,990			-			1,986,744
Issuance of common stock, net of issuance costs (Note 6d)		57,328		573		-			-			1,159,078			-			1,159,651
Issuance of commitment shares (Note 6d)		10,927		109		-			-			(109	)		-			-
Net loss		-		-		-			-			-			(4,532,430	)		(4,532,430	)

Balance, March 31, 2025		572,389		5,724		-			-			67,765,620			(64,971,613	)		2,799,731

Issuance of common stock and warrants, net of issuance costs		32,574		326		-			-			574,743			-			575,069
Stock-based compensation		-		-		-			-			180,763			-			180,763
Net loss		-		-		-			-			-			(5,228,919	)		(5,228,919	)
Balance, June 30, 2025		604,963		6,050		-			-			68,521,126			(70,200,532	)		(1,673,356	)

Balance, January 1, 2026		2,167,324		21,674		1,000,000			10,000			84,408,018			(81,288,099	)		3,151,593
Stock-based compensation		75,000		750		-			-			226,430			-			227,180
Warrant repricing (Note 6a)		-		-		-			-			410,154			-			410,154
Conversion of Series AA preferred stock (Note 6e)		6,000,000		60,000		(300,000	)		(3,000	)		(57,000	)		-			-
Conversion of Series AAA preferred stock (Note 6e)		105,000,000		1,050,000		(700,000	)		(7,000	)		(1,043,000	)		-			-
Net loss		-		-		-			-			-			(2,541,070	)		(2,541,070	)

Balance, March 31, 2026		113,242,324		1,132,424		-			-			83,944,602			(83,829,169	)		1,247,857
Issuance of shares of common stock, net of issuance costs (Note 6f)		20,000,000		200,000		-			-			11,783,819			-			11,983,819
Issuance of shares of common stock, net of issuance costs		20,000,000		200,000		-			-			11,783,819			-			11,983,819
Stock-based compensation		-		-		-			-			(64,283	)		-			(64,283	)
Net loss		-		-		-			-			-			(1,794,863	)		(1,794,863	)
Balance, June 30, 2026		133,242,324	$	1,332,424		-		$	-		$	95,664,138		$	(85,624,032	)	$	11,372,530

Retroactively restated for one-for-twenty-eight share consolidation on June 27, 2025.

See accompanying notes to the unaudited condensed consolidated financial statements

F-3

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

	2026			2025
	For the Six Months Ended June 30,
	2026			2025
Cash flows from operating activities:
Net loss	$	(4,335,933	)	$	(9,761,349	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		162,897			421,654
Change in fair value of convertible promissory notes		-			787,703
Warrant repricing		410,154			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		368,404			821,899
Accounts payable and other current liabilities		(5,543,149	)		(1,334,030	)
Operating lease right-of-use asset and liability, net		-			(1,193	)

Net cash used in operating activities		(8,937,627	)		(9,065,316	)

Cash flows from investing activities:
Purchase of short-term investments		(4,000,000	)		-

Net cash used in investing activities:		(4,000,000	)		-

Cash flows from financing activities:
Proceeds from issuance of convertible promissory notes		-			5,714,800
Proceeds from issuance of shares of common stock and warrants		12,000,000			4,057,719
Issuance costs		(16,181.00	)		(336,255	)

Net cash provided by financing activities		11,983,819			9,436,264

Net change in cash and cash equivalents		(953,808	)		370,948

Cash and cash equivalents, beginning of period		8,507,628			5,786,753

Cash and cash equivalents, end of period	$	7,553,820		$	6,157,701

Noncash investing and financing activities:
Transaction costs in accounts payable and other current liabilities	$	-		$	5,000
Issuance of commitment shares	$	-		$	109
Conversion of Series AA and Series AAA preferred stock	$	1,100,000		$	-

See accompanying notes to the unaudited condensed consolidated financial statements

F-4

INDAPTUS THERAPEUTICS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1: GENERAL

Indaptus Therapeutics, Inc. and its wholly-owned subsidiaries (collectively the “Company”), is a clinical-stage biotechnology company that has historically focused on developing a novel and patented systemically-administered anti-cancer and anti-viral immunotherapy platform. The Company seeks to better understand the relationship between sleep, physical recovery, neurological function, and immune status, which could potentially support future immunotherapy evaluation, patient recovery monitoring, and biomarker research.

During the three months ended June 30, 2026, the Company entered into a research collaboration with Kunming University of Science and Technology, located in Kunming China, for the study of neurological research and sleep as an extension of its immunotherapy research based on its Decoy platform.

On December 22, 2025, the Company entered into a Securities Purchase Agreement (the “December 2025 Purchase Agreement”) with David E. Lazar, pursuant to which he agreed to purchase from the Company 300,000 shares of Series AA Preferred Stock and 700,000 shares of Series AAA Preferred Stock (collectively the “Preferred Stock”) at a purchase price of $6.00 per share for aggregate gross proceeds of $6.0 million, subject to the terms and conditions thereunder (the “Investment Transaction”). The offering closed on December 23, 2025 and all shares of Preferred Stock were converted to shares of common stock during the three months ended March 31, 2026. For more details, see Note 6(e).

As part of the Investment Transaction, the Company is evaluating opportunities for a strategic transaction involving either an investment in or acquisition of an operating business (a “Post-Investment Transaction”) to create future growth opportunities for both the Company and its stockholders. Any investments in or acquisitions of strategic opportunities will be evaluated based on scientific validation, clinical and regulatory considerations, resource availability, strategic fit, and the Company’s overall long-term objectives.

The Company intends to continue evaluating opportunities related to its existing therapeutic development activities while also assessing how additional research capabilities, strategic investments, and potential business combinations may contribute to its longer-term development strategy. As part of this evaluation process, the Company may explore and selectively expand investments in complementary research initiatives, including areas related to sleep-related biological signals, neurophysiological activity patterns, and other data-driven health technologies, where such opportunities are determined to align with the Company’s strategic objectives. The scope, timing and extent of any such investments will depend on scientific validation, market opportunities, available resources, regulatory considerations and other business factors.

On June 17, 2026, the Company entered into a Stock Purchase Agreement (the “June 2026 Purchase Agreement”) pursuant to which the Company agreed to issue and sell an aggregate of 20,000,000 shares of its common stock at a purchase price of $0.60 per share (the “Private Placement”). The aggregate gross proceeds to the Company from the Private Placement were approximately $12.0 million before deducting offering expenses payable by the Company. For more details, see Note 6(f).

Risks and uncertainties

The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operations (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, and dependence on key individuals. In addition, the Company is subject to risks related to its ability to realize the anticipated benefits of the Investment Transaction in the event it is not able to identify and/or pursue a Post-Investment Transaction.

Going concern and management’s plans

The Company has incurred net losses and utilized cash in operations since inception. For the six months ended June 30, 2026, the Company incurred a net loss of approximately $4.3 million, and as of June 30, 2026, the Company had an accumulated deficit of approximately $85.6 million. In addition, during the six months ended June 30, 2026, the Company used approximately $8.9 million of cash in operations. The Company expects to continue to incur significant cash outflows and incur future additional losses as it actively explores strategic opportunities, including potential Post-Investment Transactions, the expansion of its research and development activities into new areas, and related investment opportunities. Based on its current operating plans and available financial resources, the Company believes that it has sufficient liquidity to fund its planned operations and investment activities through June 30, 2027. The Company may further strengthen its capital position through additional public or private equity or debt financings as appropriate to support its strategic objectives and long-term development.

As a result of these uncertainties, there is substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company was unable to continue as a going concern.

F-5

Reverse Split

On June 26, 2025, the Company effected a 1-for-28 reverse stock split of its common stock and began trading on a post-split basis on the Nasdaq Capital Market on June 27, 2025, which resulted in the Company regaining compliance with the Nasdaq minimum bid price requirement. As a result of the reverse stock split, every 28 shares of outstanding common stock were combined into one share of common stock. The reverse stock split decreased the Company’s outstanding common stock from 16,946,528 shares to 604,963 shares as of that date. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock. Share and per share amounts in these unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and SEC Regulation S-X Article 10 for interim financial statements. Accordingly, they do not contain all the information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2026 and December 31, 2025, the consolidated results of operations and changes in stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the three and six months ended June 30, 2026 and 2025.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 17, 2026. The consolidated balance sheet data as of June 30, 2026, included in these unaudited condensed consolidated financial statements was derived from the audited financial statements for the year ended December 31, 2025, but does not include all disclosures required by US GAAP for annual financial statements.

The results for the three and six months ended June 30, 2026, are not necessarily indicative of the results expected for the year ending December 31, 2026.

Principles of consolidation

These unaudited condensed consolidated financial statements include the accounts of Indaptus and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

Use of estimates

The preparation of these unaudited condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates relate to the determination of the fair value of stock-based compensation and the determination of period-end obligations to certain contract research organizations. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. These estimates are based on information available as of the date of the unaudited consolidated financial statements; therefore, actual results could differ from those estimates.

Loss per share

Loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is based upon the weighted average number of shares of common stock and of common stock equivalents outstanding when dilutive. Common stock equivalents include outstanding stock options, warrants, pre-funded warrants, and convertible Preferred Stock, which are included under the treasury stock method when dilutive.

The following number of stock options, warrants, pre-funded warrants, and convertible Preferred Stock were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data):

SCHEDULE OF ANTI-DILUTIVE SECURITIES

	Weighted average
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Warrants		1,788,729		312,354		1,788,729		306,861
Outstanding stock options		119,244		102,659		136,814		102,842
Pre-funded warrants		221,005		-		221,005		-
Preferred stock		-		-		455,556		-

F-6

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2026 and December 31, 2025, cash and cash equivalents consist of business checking deposits and an investment in a government money market mutual fund. The Company’s cash balances exceed those that are federally insured, however, the Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. To date, the Company has not recognized any losses caused by uninsured balances.

Short-term investments

Short-term investments consist of certificates of deposit. During the three months ended June 30, 2026, the Company placed an aggregate of $4.0 million of its cash into three U.S. dollar-denominated certificates of deposit (the “CDs”) with China Merchants Bank Co., Ltd., New York Branch. The CDs each mature on June 18, 2027 and can be redeemed on demand. They are non-negotiable and non-transferable time deposits, and they are reported as short-term investments within current assets on the unaudited consolidated balance sheets.

Interest is earned at graduated annual rates that increase with the length of the holding period, ranging from 3.10% to 3.80%. Interest is calculated on the actual days outstanding using simple interest and is settled upon redemption. The Company accrues interest income over the holding period and a corresponding interest receivable.

Research and development expenses

Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including clinical trials and professional services. All costs associated with research and development are expensed as incurred.

The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which services or materials are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments are recorded as a prepaid expense which is amortized or expensed as the contracted services are performed.

Fair value measurement

ASC 820, Fair Value Measurements, (“ASC 820”) provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

	Level 1:	Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

	Level 3:	Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company.

As of June 30, 2026 and December 31, 2025, the recorded values of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses and other liabilities approximated their fair values due to the short-term nature of these items.

During the six months ended June 30, 2026, the Company repriced outstanding warrants to purchase its common stock. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. See Note 6a for details.

During the three months ended June 30, 2026, the Company invested $4.0 million of its cash into CDs as noted above. The valuation of the CDs is considered under Level 2 of the fair value hierarchy, as it is estimated using observable inputs, including prevailing interest rates for deposits of similar remaining maturity.

F-7

Recently adopted accounting pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures. This ASU does not change accounting for income taxes but requires new disclosures focusing on two areas, the effective rate reconciliation and taxes paid. The Company adopted the standard and applied the disclosure requirements on a prospective basis as required for the year ended December 31, 2025.

Recently issued accounting pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. This ASU will require entities to provide enhanced disclosures, in a tabular format, related to certain expense categories included in the statement of operations. The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement. The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on the related disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting. This ASU was issued to enhance consistency in interim reporting for all entities by providing clarity about the current interim reporting requirements and creating a comprehensive list of interim disclosures required under US GAAP. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and amendments can be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the adoption of this standard on its interim disclosures.

NOTE 3: PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets were comprised of the following:

	June 30, 2026		December 31, 2025
Prepaid insurance	$	287,129	$	390,361
Other prepaid expenses		119,230		19,607
Other current assets		27,777		-
Prepaid research and development		-		392,572
Total prepaid expenses and other current assets	$	434,136	$	802,540

NOTE 4: ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

Accounts payable and other current liabilities were comprised of the following:

	June 30, 2026		December 31, 2025
Accounts payable	$	508,877	$	544,057
Accrued employee costs		16,464		4,025,341
Other accrued expenses		-		5,582
Accrued board fees		-		78,500
Accrued professional fees		79,010		322,039
Delaware franchise taxes payable		-		84,100
Accrued research and development		11,075		1,098,956
Total accounts payable and other current liabilities	$	615,426	$	6,158,575

F-8

NOTE 5: STOCK-BASED COMPENSATION

The Company has an equity incentive plan for grants to employees, officers, consultants, directors, and other service providers that was approved in 2021 (the “2021 Plan”). The 2021 Plan provides for the grant of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock units, unrestricted stock awards, stock appreciation rights and other forms of stock-based compensation. The 2021 Plan permits the Company’s board to change the type, terms, and conditions of awards as circumstances may change. This flexibility to adjust the type of compensation to be granted is particularly important given current economic and world events.

A summary of the stock option activity during the six months ended June 30, 2026 is presented in the table below:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life		Intrinsic Value
Outstanding as of January 1, 2026		123,907		$	104.70		7.3	$	-
Granted		50,000		$	2.38		9.6	$	31,250
Forfeited and cancelled		(85,351	)	$	-		-	$	-
Outstanding as of June 30, 2026		88,556		$	64.38		8.1	$	33,438
Exercisable as of June 30, 2026		42,722		$	130.89		6.4	$	4,792
Vested and expected to vest as of June 30, 2026		88,555		$	64.38		8.1	$	33,438

The following table summarizes the total stock-based compensation expense included in the unaudited condensed consolidated statements of operations for the periods presented:

	2026			2025		2026		2025
	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2026			2025		2026		2025
Research and development	$	(2,610	)	$	59,867	$	22,584	$	129,529
General and administrative		(61,673	)		120,896		140,313		292,125
Total stock-based compensation	$	(64,283	)	$	180,763	$	162,897	$	421,654

As of June 30, 2026, total compensation cost not yet recognized related to unvested stock options was approximately $0.1 million, which is expected to be recognized over a weighted-average period of approximately 2.6 years.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The weighted average inputs used to measure the value of the options granted during the six months ended June 30, 2026 are presented in the table below. The weighted average fair value of stock options issued during the six months ended June 30, 2026 was $2.01 per share.

Weighted average Black Scholes assumptions:
	2026
Exercise Price	$	2.38
Expected term (in years)		5.8
Volatility		113.5	%
Dividend yield		0	%
Risk free rate		3.7	%

The following table presents the exercise price of outstanding stock options as of June 30, 2026:

Exercise price	Options outstanding
$0.01 - $80.00		67,513
$0.01 - $80.00		67,513
$80.00 or higher		21,042
Total		88,555

NOTE 6: CAPITALIZATION

As of June 30, 2026 and December 31, 2025, the Company had 1,000,000,000 and 200,000,000 shares of common stock authorized, respectively, and 133,242,324 and 2,167,324 shares issued and outstanding, respectively.

As of June 30, 2026 and December 31, 2025, the Company had 5,000,000 shares of preferred stock authorized. As of December 31, 2025, the Company had 300,000 shares of Series AA Preferred Stock and 700,000 shares of Series AAA Preferred Stock issued and outstanding. During the six months ended June 30, 2026, all outstanding Preferred Stock was converted into 111,000,000 shares common stock. As such, there were no shares of Preferred Stock issued and outstanding as of June 30, 2026.

F-9

As of June 30, 2026 and December 31, 2025, there were warrants outstanding to purchase an aggregate of 1,788,729 shares of common stock with a weighted average remaining contractual term of 4.0 years as of June 30, 2026.

On February 11, 2026, the Company entered into warrant repricing agreements with certain holders of warrants to purchase an aggregate of 913,638 shares of the Company’s common stock that were issued in financing transactions during 2024 and 2025. Pursuant to these agreements, the exercise price of such warrants was reduced to $1.75 per share. As a condition to the repricing, the participating holders agreed to enter into a voting agreement pursuant to which they agreed to vote all shares of common stock held by them in favor of the proposals that were presented at the Company’s special stockholder meeting scheduled for February 26, 2026. The incremental increase in the fair value of such warrants was $0.4 million, recognized as other expense in the unaudited condensed consolidated statement of operations.

In addition, on February 11, 2026, the Company’s board of directors approved a reduction of the exercise price to $1.75 per share for the remaining warrants and placement agent warrants to purchase an aggregate of 762,787 shares of common stock issued in the same financing transactions. Other than the reduction in the exercise price, all other terms and provisions of the warrants remain unchanged. The incremental increase in the fair value of such warrants was $0.3 million, recognized as a deemed dividend.

The Company used a Black Scholes model to measure the fair value of the modified warrants immediately before and immediately after the modification using the following weighted average assumptions:

Term (in years)	4.4
Volatility	99.7	%
Annual Rate of Dividends	0.0	%
Discount Rate (Equiv. Bond Yield)	3.6	%

Following the warrant repricing, the total outstanding warrants as of June 30, 2026 were exercisable at a weighted average price of $19.57.

On June 1, 2022, the Company entered into an ATM Agreement, which was amended on September 1, 2022 with a sales agent, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares of the Company’s common stock. The issuance and sale of common stock by the Company under the ATM Agreement is being made pursuant to the Company’s effective “shelf” registration statement on Form S-3 filed with the SEC on August 13, 2025 and declared effective on August 20, 2025. During 2025 the Company sold 520,000 shares of the Company’s common stock for aggregate net proceeds of approximately $2.25 million, after deducting issuance expenses in the amount of approximately $0.1 million. The Company’s ability to issue shares under the shelf registration statement on Form S-3 is limited by General Instruction I.B.6 to Form S-3.

On January 16, 2025, the Company completed a private placement offering pursuant to which the Company sold and issued to certain investors an aggregate of 75,335 shares of common stock and warrants to purchase 75,335 shares of common stock (the “January 2025 Warrants”). The shares and January 2025 Warrants were sold on a combined basis for consideration of $29.82 for one share and one January 2025 Warrant. The January 2025 Warrants are immediately exercisable at an exercise price of $26.32 per share and expire five years from the date of issuance. The total net proceeds were approximately $2.0 million, after deducting placement agent and other offering expenses in the amount of approximately $0.25 million. In February 2025, the Company filed a registration statement to register the resale by the investors of the shares of common stock and shares of common stock issuable upon exercise of the January 2025 Warrants. The registration statement was declared effective on February 11, 2025. In addition, in connection with the January 2025 Offering, the Company issued to the placement agent and its designees warrants to purchase an aggregate of 5,268 shares of common stock at an exercise price of $32.90. The placement agent warrants are exercisable six months from the date of issuance and expire on the fifth anniversary of the issue date. On February 11, 2026, the Company reduced the exercise price of the January 2025 Warrants and the placement agent warrants to $1.75 per share as described above.

On February 12, 2025, the Company entered into the SEPA with Yorkville, which provides that, upon the terms and subject to the restrictions and satisfaction of the conditions in the SEPA, Yorkville is committed to purchase up to an aggregate of $20.0 million of the Company’s shares of common stock over a 36-month period. At the Company’s option, the shares of common stock would be purchased by Yorkville from time to time at a price equal to 97% of the lowest of the three daily VWAPs during a three consecutive trading day period commencing on the date that the Company, subject to certain limitations, delivers a notice to Yorkville that the Company is committing Yorkville to purchase such shares of common stock. The Company may also specify a certain minimum acceptable price per share in each advance. The Company will control the timing and amount of sales of the Company’s shares to Yorkville. As consideration for Yorkville’s irrevocable commitment to purchase shares of the Company’s common stock upon the terms of and subject to restrictions and satisfaction of the conditions set forth in the SEPA, upon execution of the SEPA, the Company issued to Yorkville 10,927 shares of common stock as commitment shares. Under the applicable Nasdaq Rules and pursuant to the SEPA, in no event may the Company issue or sell to Yorkville more than 100,830 shares of common stock (the “Exchange Cap”), which is 19.99% of the shares of common stock outstanding immediately prior to the execution of the SEPA, unless (i) the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap, or (ii) the average price of all applicable sales of common stock under the SEPA equals or exceeds $22.882 per share (which represents the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) on the trading day immediately preceding the effective date or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the effective date). On February 12, 2025, the Company filed a Form S-1 covering the resale of up to 357,142 shares of common stock comprised of (i) 10,927 commitment shares, and (ii) up to 346,215 shares of common stock reserved for issuance and sale to Yorkville under the SEPA. The Form S-1 was declared effective on February 13, 2025. During 2025, the Company sold and issued 89,902 shares of common stock under the SEPA for aggregate net proceeds of approximately $1.74 million, after deducting offering expenses in the amount of approximately $0.1 million.

F-10

Effective March 11, 2026, the Company terminated the SEPA with Yorkville, and the SEPA is no longer in effect.

On December 22, 2025, the Company entered the Purchase Agreement with David E. Lazar pursuant to which the Company agreed to issue and sell an aggregate of 1,000,000 shares of convertible preferred stock, consisting of (i) 300,000 shares of Series AA Convertible Preferred Stock and (ii) 700,000 shares of Series AAA Convertible Preferred Stock (collectively the “Preferred Stock”) at a purchase price of $6.00 per share for gross proceeds of $6.0 million. The transaction closed on December 23, 2025 and on December 23, 2025, the Company filed a Series AA Certificate of Designation and Series AAA Certificate of Designation with the Secretary of State of Delaware designating the rights, preferences and limitations of each of the shares of the Series AA Preferred Stock and the Series AAA Preferred Stock, respectively. Each share of Series AA Preferred Stock was convertible, subject to stockholder approval, into 20 shares of the Company’s common stock, par value $0.01 per share. Each share of Series AAA Preferred Stock is convertible into 150 shares of common stock. Conversion of the Preferred Stock was subject to compliance with Nasdaq Listing Rule 5635, which required stockholder approval for issuances of common stock in excess of 19.99% of the Company’s outstanding shares. Accordingly, the Company agreed to seek stockholder approval for the issuance of the full number of shares of common stock underlying the Preferred Stock. On February 26, 2026, the Company’s stockholders voted to approve, among other things, the issuance of shares of the Company’s common stock issuable upon the conversion of the Series AA Preferred Stock and Series AAA Preferred Stock in accordance with Nasdaq Listing Rules 5635(b) and 5635(d).

The Company determined that the Preferred Stock was not within the scope of ASC 815 as it did not contain any embedded derivatives required to be bifurcated from the Preferred Stock therefore these instruments were equity classified within permanent equity.

In March 2026, all outstanding shares of Preferred Stock were converted to shares of common stock as described above.

On June 17, 2026, the Company entered into the Private Placement pursuant to which the Company agreed to issue and sell an aggregate of 20,000,000 shares of its common stock at a purchase price of $0.60 per share. The aggregate gross proceeds to the Company from the Private Placement were approximately $12.0 million before deducting offering expenses payable by the Company. The Private Placement was conducted directly by the Company, and no commissions or other compensation were paid in connection with it.

Under the June 2026 Purchase Agreement, each Purchaser was granted certain registration rights with respect to the shares of common stock purchased in the Private Placement. The Company is required to prepare and file a registration statement with the SEC covering the resale of such shares of common stock within 90 days following the closing of the Private Placement. The Company agreed to bear all fees and expenses incurred in connection with the registration of the registrable securities. The closing of the Private Placement was subject to customary closing conditions and occurred on the same date.

On June 26, 2026, the Company filed Form S-3 to register an aggregate of up to 18,864,000 shares of common stock consisting of (i) 11,250,000 shares of common stock issued upon the conversion of 75,000 Series AAA Preferred Stock originally issued by the Company on December 22, 2025 pursuant the Purchase Agreement and subsequently transferred pursuant to a secondary share sale agreement dated March 23, 2026 (the “March 2026 SSA”), (ii) 5,550,000 shares of common stock issued upon the conversion of 37,000 Series AAA Preferred Stock originally issued by the Company pursuant to the December 2025 Purchase Agreement, and subsequently transferred to pursuant to the March 2026 SSA, and (iii) 2,064,000 shares of common stock issued upon the conversion of 103,200 shares of Series AA Preferred Stock originally issued by the Company pursuant to the December 2025 Purchase Agreement. The S-3 was declared effective by the SEC on July 17, 2026.

F-11

NOTE 7: COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount of such potential loss can be estimated, the Company accrues liability for the estimated loss. Legal proceedings are subject to uncertainties and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation.

NOTE 8: SEGMENT INFORMATION

During the three and six months ended June 30, 2026 and 2025, the Company operated in one business segment, focusing on immunotherapy research. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM assesses performance for the segment based on operating expenses as reported in the accompanying unaudited condensed consolidated statements of operations.

As such, the CODM uses cash forecast models in deciding how to invest into the segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment.

The following table presents reportable segment loss, including significant expenses regularly provided to the CODM, attributable to the Company’s reportable segment for the three and six months ended June 30, 2026 and 2025:

SCHEDULE OF REPORTABLE SEGMENT LOSS

	2026			2025			2026			2025
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2026			2025			2026			2025
Research and development
External research and development	$	317,979		$	1,687,877		$	677,169		$	4,003,989
Internal personnel costs		45,148			479,237			177,092			973,965
Total research and development		363,127			2,167,114			854,261			4,977,954
General and administrative		1,445,739			2,289,649			3,114,193			4,051,368

Total operating expenses		1,808,866			4,456,763			3,968,454			9,029,322

Other income (expense)
Warrant repricing		-			-			(410,154	)		-
Change in fair value of convertible promissory notes		-			(787,703	)		-			(787,703	)
Other income, net		14,003			15,547			42,675			55,676

Total other income (expense)		14,003			(772,156	)		(367,479	)		(732,027	)

Net loss	$	(1,794,863	)	$	(5,228,919	)	$	(4,335,933	)	$	(9,761,349	)

NOTE 9: RELATED PARTY TRANSACTIONS

On January 20, 2026, the Company entered into a consulting agreement with N.L.T. Management and Asset Holdings Company Ltd. (the “Consulting Entity”), an immediate family member of a former director of the Company. The director resigned from the Board on June 5, 2026. Under the agreement, the Consulting Entity provides general business advice and services related to business development activities and potential ongoing operations in exchange for (i) annual consulting fees of $41,000, payable on a monthly basis; and (ii) a one-time, nonrefundable cash signing bonus of $50,000. On April 30, 2026, the Company entered into a separate agreement with the Consulting Entity whereby the Consulting Entity would provide services as follows: transition of control assistance and support, file maintenance, and corporate secretary assistance through June 30, 2026. During the six months ended June 30, 2026, the Company recognized $0.1 million in expense in connection with these agreements, presented within general and administrative expenses in the unaudited condensed consolidated statements of operations. The amount payable to the Consulting Entity as of June 30, 2026 was approximately $7,000.

NOTE 10: SUBSEQUENT EVENTS

The Company evaluated events subsequent to June 30, 2026 through August 13, 2026, which represents the date these condensed consolidated financial statements were issued. The Company concluded that no other events occurred that would require recognition or disclosure in these unaudited condensed consolidated financial statements.

F-12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context indicates otherwise, in this Quarterly Report, the terms “Indaptus,” “the Company,” “we,” “us” and “our” refer to Indaptus Therapeutics, Inc. (formerly Intec Parent, Inc., the successor of Intec Pharma Ltd. following the domestication merger) and, where appropriate, its consolidated subsidiaries following the domestication merger and the reverse merger described in our previous periodic reports. References to “Intec Israel” refer to Intec Pharma Ltd., the predecessor of Indaptus prior to the domestication merger, and references to “Decoy” refer to Decoy Biosystems, Inc., the entity acquired by Indaptus in connection with the reverse merger.

You should read the following discussion and analysis of our financial condition and results of operations along with our consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 17, 2026 (the “2025 Annual Report on Form 10-K”). The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. Please also see the “Cautionary Note Regarding Forward-Looking Statements” section in the forepart of this Quarterly Report.

All information in this Quarterly Report relating to shares or price per share reflects the 1-for-28 reverse stock split effective June 27, 2025.

Overview

We are a clinical-stage biotechnology company that has historically focused on developing a novel and patented systemically-administered anti-cancer and anti-viral immunotherapy platform. During the second quarter of 2026, we also began evaluating our strategic alternatives, including a potential Post-Investment Transaction, involving an investment in or acquisition of an operating business, while continuing to evaluate our existing therapeutic assets and related research initiatives.

During the second quarter of 2026, we discontinued further enrollment in our combination study, there are no participants remaining in any active Decoy20 clinical study, and we substantially reduced activities related to the further development of Decoy20 while we evaluate strategic alternatives for our business and therapeutic assets.

In April 2026, the Company appointed Joe Z. Tsien as a scientific consultant to support the Company’s ongoing evaluation of certain research and data-related initiatives involving sleep-related biological signals, neurophysiological activity patterns, immune-therapeutic response pathways and functional physiological assessment methods. We continue to evaluate how these additional research capabilities may contribute to our longer-term scientific and strategic objectives.

During the second quarter of 2026, we also started a research collaboration with Kunming University of Science and Technology in the areas of neurological research and sleep, which we are evaluating as a complementary research initiative while we continue to evaluate the Company’s Decoy platform and Decoy20 assets from a scientific and strategic perspective, including the existing data, mechanism of action, potential applications, and possible licensing, partnership or other strategic opportunities.

Impact of Macroeconomic Conditions on our Operations

Economic developments such as inflation and interest rates have negatively affected the global financial markets and may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The ultimate impact of current economic conditions is highly uncertain and subject to change. While it is unknown how long these conditions will last and what the complete financial effect will be to us, capital raise efforts and additional development of our technologies may be negatively affected. In addition, our business operations expose us to risks associated with public health crises and epidemics/pandemics.

Components of Operating Results

Research and Development Expenses

Research and development expenses account for a significant portion of our operating expenses. Research and development expenses consist primarily of fees paid to contract research organizations, or CROs, and contract manufacturing organizations, or CMOs, as well as compensation expenses for certain employees involved in the planning, managing, and analyzing the work of the CROs and CMOs and materials used for research and development activities. We expense research and development costs as incurred.

We accrue expenses for manufacturing, preclinical studies and clinical trial activities performed by third parties based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. We determine these estimates based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, we record the payments as a prepaid asset, which will be amortized or expensed as the contracted services are performed. However, actual costs and timing of these activities are highly uncertain, subject to risks and may change depending upon a number of factors, including our clinical development plan.

Currently, we have discontinued further clinical development of Decoy20 and there are no participants remaining in the study. We do not have any current plans to initiate a new clinical trial. As a result, we expect our research and development expenses to decrease in the short term.

Our expenditures on future nonclinical and clinical development programs are subject to numerous uncertainties in timing and cost to completion. The duration, costs and timing of preclinical studies and clinical trials and development of product candidates will depend on a variety of factors, including:

●	the timing and receipt of regulatory approvals;

●	the scope, rate of progress and expenses of preclinical studies and clinical trials and other research and development activities;

●	potential safety monitoring and other studies requested by regulatory agencies; and

●	significant and changing government regulation.

The process of conducting the necessary clinical research to obtain FDA and other regulatory approval is costly and time consuming and the successful development of product candidates is highly uncertain. As a result of these risks and uncertainties, we are unable to determine with any degree of certainty the duration and completion costs of our research and development projects, or if, when, or to what extent we will generate revenues from the commercialization and sale of any of our product candidates that obtain regulatory approval. We may never succeed in achieving regulatory approval for any of our product candidates.

General and Administrative Expenses

General and administrative expenses include compensation, employee benefits, and stock-based compensation, finance administration and human resources, facility costs, professional service fees, and other general overhead costs to support our operations.

With the discontinuation and winding down of the clinical development of Decoy20, we expect our general and administrative expenses to decrease in the short term, however, this may be offset by additional costs related to any Post-Investment Transaction.

General and administrative expenses also include additional expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the Nasdaq Capital Market and the SEC, additional director and officer insurance expenses, investor relations activities, and other administrative and professional services.

Other Income (Expense), Net

Other income (expense), net includes interest earned on deposits and investments and other items of income, expense, gain and loss that are incidental to the core operations of the Company.

Results of Operations

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025 and the relative dollar and percentage change between the two periods.

	Three Months Ended June 30,						Change
	2026			2025			$			%
Operating expenses:
Research and development	$	363,127		$	2,167,114		$	(1,803,987	)		-83	%
General and administrative		1,445,739			2,289,649			(843,910	)		-37	%
Total operating expenses		1,808,866			4,456,763			(2,647,897	)		-59	%
Loss from operations		(1,808,866	)		(4,456,763	)		2,647,897			59	%
Other income (expense), net		14,003			(772,156	)		786,159			-102	%
Net loss	$	(1,794,863	)	$	(5,228,919	)	$	3,434,056			66	%
Net loss available to common shareholders per share of common stock, basic and diluted	$	(0.02	)	$	(9.09	)	$	9.08			100	%
Weighted average number of shares used in calculating net loss per share, basic and diluted		116,131,213			574,923			115,633,419			20,099	%

Research and Development Expenses

Our research and development expenses for the three months ended June 30, 2026 and 2025 were $0.4 million and $2.2 million, respectively, a decrease of $1.8 million or 83%, primarily attributable to a decrease in clinical costs related to our Phase 1 study of Decoy20 as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

General and Administrative Expenses

Our general and administrative expenses for the three months ended June 30, 2026 and 2025 were $1.4 million and $2.3 million, respectively, representing a decrease of $0.8 million or 37%. The decrease was primarily attributable to a decrease in certain expenses related to the transition of management as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

Other Income (Expense), net

The change in our other income (expense), net between three months ended June 30, 2026 and 2025 was approximately $0.8 million and consists primarily of the change in the fair value of outstanding convertible promissory notes during the three months ended June 30, 2025 with no similar charges during the three months ended June 30, 2026.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025 and the relative dollar and percentage change between the two periods.

	For the Six Months Ended						Change
	2026			2025			$			%
Operating expenses:
Research and development	$	854,261		$	4,977,954		$	(4,123,693	)		-83	%
General and administrative		3,114,193			4,051,368			(937,175	)		-23	%
Total operating expenses		3,968,454			9,029,322			(5,060,868	)		-56	%
Loss from operations		(3,968,454	)		(9,029,322	)		5,060,868			56	%
Other income (expense), net		(367,479	)		(732,027	)		364,548			-50	%
Net loss	$	(4,335,933	)	$	(9,761,349	)	$	5,425,416			56	%
Net loss available to common shareholders per share of common stock, basic and diluted	$	(0.07	)	$	(18.09	)	$	18.02			100	%
Weighted average number of shares used in calculating net loss per share, basic and diluted		64,112,185			539,538			63,572,647			11,783	%

Research and Development Expenses

Our research and development expenses for the six months ended June 30, 2026 and 2025 were $0.9 million and $5.0 million, respectively, a decrease of $4.1 million or 83%, primarily attributable to a decrease in clinical costs related to our Phase 1 study of Decoy20 as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

General and Administrative Expenses

Our general and administrative expenses for the six months ended June 30, 2026 and 2025 were $3.1 million and $4.1 million, respectively, representing a decrease of $0.9 million or 23%. The decrease was primarily attributable to a decrease in certain expenses related to the transition of management as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

Other Income (Expense), net

The change in our other income (expense), net between the six months ended June 30, 2026 and 2025 was approximately $0.4 million and consists primarily of the change in the fair value of outstanding convertible promissory notes during the six months ended June 30, 2025 offset by the warrant repricing in February 2026.

Liquidity and Capital Resources

We do not currently have any approved products and have never generated any revenue from product sales. Since our inception, we have funded our operations primarily through public and private offerings of our equity securities.

In June 2022, we entered into the ATM Agreement with H.C. Wainwright & Co. (“Wainwright”), which was amended on September 1, 2022, pursuant to which we may offer and sell, from time to time through Wainwright, shares of our common stock for aggregate gross proceeds of up to $6.3 million. The issuances and sales of common stock by us under the ATM Agreement were being made pursuant to “shelf” registration statements on Form S-3 filed with the SEC on September 1, 2022 and declared effective on September 9, 2022 and most recently on August 13, 2025 and declared effective on August 20, 2025. As of the date of this Quarterly Report, we have sold 525,428 shares of our common stock for aggregate gross proceeds of approximately $2.7 million.

In January 2025, we completed a private placement (the “January 2025 Financing”) for the sale and issuance of an aggregate of: (i) 75,335 shares of our common stock and (ii) warrants to purchase 75,335 shares of common stock. The shares and warrants were sold on a combined basis for consideration of $29.82 for one share and one warrant for aggregate gross proceeds of approximately $2.25 million.

In February 2025, we entered into the SEPA with Yorkville, pursuant to which we have the right, but not the obligation, to sell up to $20.0 million of our common stock during a 36 month period, subject to the restrictions and satisfaction of the conditions in the SEPA. Upon execution of the SEPA, we issued to Yorkville 10,927 commitment shares. As of March 16, 2026, we sold and issued 89,902 shares of common stock under the SEPA for aggregate net proceeds of approximately $1.74 million, after deducting offering expenses in the amount of approximately $0.1 million. Effective March 11, 2026, we terminated the SEPA with Yorkville, and the SEPA is no longer in effect.

In June 2025, we completed a private placement (the “June 2025 Financing”) of convertible notes to certain investors, including our then Chief Executive Officer, which automatically converted in July 2025 into 501,566 shares of our common stock and pre-funded warrants to purchase 190,795 shares of our common stock at a conversion price of $8.302 per share. In connection with the offering, we also issued to the investors warrants to purchase 1,384,722 shares of our common stock, exercisable at $8.302 per share and expiring on July 27, 2030. The total gross proceeds were approximately $5.7 million and placement agent fees and other offering expenses were approximately $0.8 million. As of the date hereof, all pre-funded warrants have been exercised into an aggregate of 190,795 shares of common stock.

On December 22, 2025, the Company entered into the Purchase Agreement with Mr. Lazar, pursuant to which he agreed to purchase from the Company series of Preferred Stock 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 thereunder. The offering closed on December 23, 2025. The shares of convertible preferred stock issued in December 2025 were converted into 111,000,000 shares of common stock in March 2026.

We believe that our cash and cash equivalents of approximately $7.6 million as of June 30, 2026, together with approximately $4.0 million held in certificates of deposit that are available for withdrawal will provide us with sufficient liquidity to fund our operating expenses and capital expenditure requirements through the second quarter of 2027. During this period, we may also seek to further strengthen our capital position through additional equity financings to further support our operational goals or maintain strategic flexibility. Accordingly, we believe that our cash resources are adequate for our anticipated near-term operating needs.

These expectations are based on management’s current assumptions, which involve risks and uncertainties, and actual resource requirements may differ materially. If our liquidity needs exceed current projections, or if additional capital cannot be obtained on acceptable terms, we may adjust the scale or timing of our research and development activities accordingly. For additional discussion of our liquidity and financial condition, see Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

We have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years.

Cash Flows

Operating Activities

Net cash used in operating activities was approximately $8.9 million for the six months ended June 30, 2026, compared with net cash used in operating activities of approximately $9.1 million for the six months ended June 30, 2025. The change is primarily attributable to the reduction in our net loss of approximately $5.4 million and the decrease in our accounts payable and other current liabilities of approximately $5.5 million. The decrease in our accounts payable and other current liabilities was primarily a result of the payment of certain expenses accrued as of December 31, 2025 during the six months ended June 30, 2026, combined with significantly reduced operating expenses due to the wind-down of the Phase 1 trial and decreases in executive compensation.

Investing Activities

During the six months ended June 30, 2026, the Company invested $4.0 million in certificates of deposit.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 was approximately $12.0 million, which was provided by the issuance and sale of our common stock pursuant to the June 2026 Private Placement.

Funding Requirements

We believe that our existing cash and cash equivalents as of June 30, 2026 are adequate to fund our ongoing activities through the second quarter of 2027 and we expect to continue to incur operating expenses in the future in connection with our ongoing activities and our plans to pursue a Post-Investment Transaction.

We will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all. For example, the trading prices for our and other biopharmaceutical companies’ stock have been highly volatile as a result of current macroeconomic conditions and market volatility. As a result, we may face difficulties raising capital through sales of our common stock on acceptable terms, if at all. If we are unsuccessful in securing sufficient financing, we may need to delay, reduce, or eliminate our research and development programs, which could adversely affect our business prospects, or cease operations. For additional information, see Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under the SEC rules.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates that affect the reported amounts of our assets, liabilities and expenses. Significant accounting policies employed, including the use of estimates, are presented in the notes to our annual financial statements included in our 2025 Annual Report on Form 10-K. We periodically evaluate our estimates, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require our subjective or complex judgments, resulting in the need to make estimates about the effect of matters that are inherently uncertain. If actual performance should differ from historical experience or if the underlying assumptions were to change, our financial condition and results of operations may be materially impacted.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our 2025 Annual Report on Form 10-K. During the six months ended June 30, 2026, there were no material changes to our critical accounting policies from those discussed in our 2025 Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

Certain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the accompanying unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information otherwise required under this Item 3.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of June 30, 2026, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

There are currently no pending material legal proceedings, and we are currently not aware of any legal proceedings or claims against us or our property that we believe will have any significant effect on our business, financial position or operating results. None of our officers or directors is a party against us in any legal proceeding.

Item 1A. Risk Factors

Except as set forth below in this Item 1A and the Risk Factors included in our previous filings made with the SEC, there have been no material changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Form 10-K filed with the SEC on March 17, 2026.

Recent changes in executive management may create uncertainties during the Company’s transition period.

As previously disclosed, on March 23, 2026, certain securities previously held by Mr. David E. Lazar were transferred to third-party purchasers pursuant to the terms of the applicable Securities Purchase Agreement. Following these transactions, changes to the Company’s executive management occurred, including the resignation of Messrs. Lazar and Jeffrey Meckler from their executive officer positions. In addition, on April 16, 2026, Dr. Michael Newman, resigned as Chief Scientific Officer of the Company.

During this transition period, the Company may experience operational, organizational and governance-related challenges as the current management team continues to evaluate corporate priorities, internal processes, and capital allocation initiatives. In addition, there may be further changes to the Company’s executive management team in the future. Any such developments could disrupt the Company’s operations and strategic initiatives and adversely affect the Company’s business, financial condition, and results of operations.

Our future business prospects and operations are uncertain, and we may be unable to identify or successfully execute a viable development program or strategic alternative.

As of the date of this Quarterly Report, we have discontinued further enrollment in our combination study, there are no participants remaining in any ongoing Decoy20 clinical study, and we currently have no active clinical development programs. We have also substantially reduced activities relating to the further development of Decoy20 pending additional financing, strategic review and/or other business developments. As a result, the future direction and viability of our business and operations are subject to substantial uncertainty.

We are evaluating strategic alternatives for our Decoy20 program and broader business operations, which may include strategic transactions, research collaborations, investments in or acquisitions of other businesses, and other potential growth opportunities.

We are also evaluating our existing therapeutic development assets and certain limited nonclinical, preclinical, research and data-oriented initiatives. In April 2026, we appointed Joe Z. Tsien as a scientific consultant to support the Company’s ongoing evaluation of certain research and data-related initiatives involving sleep-related biological signals, neurophysiological activity patterns, immune-therapeutic response pathways and functional physiological assessment methods. However, we have not determined which, if any, of these strategic alternatives or initiatives we will pursue, and there can be no assurance that we will identify a suitable opportunity, obtain the financing or other resources necessary to pursue it, or successfully negotiate and complete any proposed transaction or collaboration. Any opportunity we pursue may require substantial additional capital, involve significant scientific, clinical, regulatory, operational and integration risks or fail to produce commercially viable products or meaningful revenues.

Our evaluation process may be lengthy, costly and disruptive to our existing operations and may divert management’s attention and resources. If we are unable to secure additional financing, identify and implement a viable strategic direction, or derive value from our existing assets or new initiatives, we may be required to further reduce or discontinue operations, dispose of assets on unfavorable terms, pursue a restructuring, wind down our operations, or seek protection under applicable bankruptcy laws. Accordingly, our business, financial condition, and results of operations could be materially and adversely affected and investors may incur losses in their investments in our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) During the quarter ended June 30, 2026, the Company completed the following unregistered issuances of its equity securities:

On June 17, 2026, the Company completed a private placement of 20,000,000 shares of Common Stock at a purchase price of $0.60 per share, resulting in gross proceeds of approximately $12.0 million. The shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. No underwriting discounts or commissions were paid in connection with the offering.

(b) None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On April 16, 2026, Michael Newman, resigned as Chief Scientific Officer of the Company. Mr. Newman’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

During the six months ended June 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.		Exhibit Description
10.1		Form of Stock Purchase Agreement, dated June 17, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2026).
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1#		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2#		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101)

* Filed herewith

# Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Indaptus Therapeutics, Inc.

Date: August 13, 2026	By:	/s/ Junyi Dai
		Junyi Dai
		Chief Executive Officer (Principal Executive Officer)

Date: August 13, 2026	By:	/s/ Yu Ding
		Yu Ding
		Chief Financial Officer (Principal Financial and Accounting Officer)