Current Report Filing (8-k)
15 February 2023 - 12:17AM
Edgar (US Regulatory)
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0001857044
2023-02-13
2023-02-13
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) February 13, 2023
INDAPTUS
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40652 |
|
86-3158720 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 3
Columbus Circle 15th
Floor New
York, NY |
|
10019 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(646)
427-2727
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
INDP |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 13, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of Indaptus Therapeutics, Inc.
(the “Company”) increased its size to provide for a total of nine directors authorized to serve on the Board and appointed
Robert Martell, M.D., Ph.D. as a Class I director of the Company.
Dr.
Martell is eligible to participate in the Company’s Non-Employee Director Compensation Policy,
including receipt of an annual retainer of $50,000 for his Board service, an initial award of an option to purchase 20,000 shares of
the Company’s common stock (the “Initial Equity Award”), and an annual equity award (the “Annual Equity Award”)
of an option to purchase such shares of common stock of the Company, having a fair value of up to $75,000 calculated on the grant
date in accordance with the Black-Scholes option pricing model, on the date of each Board meeting coincident with or immediately following
the Company’s annual meeting. In connection with his election to the Board, Dr. Martell received the
Initial Equity Award having an exercise price equal to $1.71 per share, the fair market value of a share of the Company’s common
stock on the Effective Date (the date of grant). The Initial Equity Award and the Annual Equity Award will vest and become fully exercisable
on the first anniversary of the applicable grant date, or if earlier, on an accelerated basis upon a change of control, in each case,
subject to Dr. Martell’s continued service on the Board through the applicable vesting date.
Dr.
Martell has also entered into the Company’s standard indemnification agreement for directors and officers.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
February 14, 2023
| |
INDAPTUS THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Nir Sassi |
| |
Name: |
Nir
Sassi |
| |
Title:
|
Chief
Financial Officer |
Indaptus Therapeutics (NASDAQ:INDP)
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