Indaptus Therapeutics, Inc.
37.80%
41,991,000
1857044
Mar 22, 2026
Mar 30, 2026, 09:46 PM
Reporting Persons (6)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Yao Yun | Individual | 37.80% | 41,991,000 | 41,991,000 | 0 |
| SINO LION VENTURES Ltd | Partnership | 35.00% | 38,895,000 | 0 | 38,895,000 |
| Xu Chenhao | Individual | 35.00% | 38,895,000 | 0 | 38,895,000 |
| Dai Junyi | Individual | 10.10% | 11,250,000 | 11,250,000 | 0 |
| Yang Ting | Individual | 10.10% | 11,250,000 | 11,250,000 | 0 |
| Deng Lina | Individual | 5.00% | 5,550,000 | 5,550,000 | 0 |
Disclosure Items (7)
Common Stock, $0.01 par value
Indaptus Therapeutics, Inc.
c/o Indaptus Therapeutics, Inc., New York, NY, 10019
This Schedule 13D is being jointly filed by Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng (each a "Reporting Person" and collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Joint Filing Agreement, dated as of March 30, 2026, by and among the Reporting Persons, attached hereto as Exhibit 99.2. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act solely for purposes of the Purchase Agreement described in Item 6 below and the transactions contemplated thereby. Except as set forth in the Securities Purchase Agreement, the Reporting Persons are not acting as a "group," and this filing shall not be deemed an admission that any Reporting Person is a member of a "group." Each Reporting Person expressly disclaims beneficial ownership of any shares of Common Stock held by any other Reporting Person except to the extent of such Reporting Person's pecuniary interest therein. Except as otherwise specifically disclosed in this Schedule 13D, each Reporting Person has sole voting and dispositive power with respect to the shares it beneficially owns.
The principal business address of each of the Reporting Persons is attached hereto as Exhibit 99.5 to this Schedule 13D.
The principal business of each Reporting Person is attached hereto as Exhibit 99.5 to this Schedule 13D.
None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Yun Yao is a citizen of Australia. Sino Lion Ventures Limited is organized under the laws of British Virgin Islands. Chenhao Xu is a citizen of the United Kingdom. Junyi Dai is a citizen of Australia. Ting Yang is a citizen of the United Kingdom. Lina Deng is a citizen of Australia.
The Preferred Stock (as defined below) was purchased by the Reporting Persons pursuant to the Purchase Agreement (as defined in Item 6 below). Yun Yao used personal funds in the aggregate amount of $4,317,206.43 to fund her purchase. Sino Lion Ventures Limited used working capital in the aggregate amount of $3,998,898.44 to fund its purchase. Junyi Dai used personal funds in the aggregate amount of $1,156,642.43 to fund his purchase. Ting Yang used personal funds in the aggregate amount of $1,156,642.43 to fund his purchase. Lina Deng used personal funds in the aggregate amount of $570,610.27 to fund her purchase. The aggregate purchase price paid to the Seller by all Reporting Persons combined is $11,200,000.
The information contained in rows 11 and 13 of the cover pages of this Schedule 13D (including the accompanying comments thereto) is incorporated herein by reference. The ownership information presented herein represents beneficial ownership of shares of Common Stock as of the date of this filing, based upon 111,178,324 shares of Common Stock outstanding as of such date.
The information contained in rows 7 through 10 of the cover pages of this Schedule 13D (including the accompanying comments thereto) is incorporated herein by reference.
Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.
Not applicable.
On March 19, 2026, Yun Yao, an Australian citizen and an individual, as the lead investor ("Lead Purchaser"), and the purchasers party thereto (each a "Purchaser," and collectively with the Lead Purchaser, the "Purchasers") entered into a Securities Purchase Agreement (the "Purchase Agreement") with David Elliot Lazar (the "Seller") (a copy of which is attached hereto as Exhibit 99.1), pursuant to which the Purchasers agreed to acquire from the Seller all of the Seller's right, title and interest in (i) 196,800 shares of the Issuer's Series AA Convertible Non Redeemable Preferred Stock and (ii) 700,000 shares of the Issuer's Series AAA Convertible Non Redeemable Preferred Stock (collectively, the "Preferred Stock") for an aggregate purchase price of $11,200,000 (the "Purchase Price"), payable to the Seller (subject to the escrow and holdback arrangements described in the Purchase Agreement). The closing of the transactions contemplated by the Purchase Agreement (the "Closing") occurred on March 23, 2026, following the satisfaction or waiver of certain customary closing conditions. In connection with the transactions contemplated by the Purchase Agreement, the Issuer agreed, among other things, to take such corporate actions as may be necessary to effect the transfer of the Preferred Stock to the Purchasers at Closing. In connection with the Closing, the Preferred Stock acquired by the Reporting Persons was converted into shares of Common Stock on March 24, 2026. In Connection with the Closing, Junyi Dai was appointed as Chief Executive Officer and a director of the Issuer. On February 26, 2026, the Issuer's stockholders approved the issuance of shares of the Issuer's Common Stock upon conversion of the Preferred Stock for purposes of the rules of The Nasdaq Stock Market and the related amendment to the Issuer's certificate of incorporation. Following such approval and the effectiveness of the charter amendment, each share of Series AA Preferred Stock became convertible into 20 shares of Common Stock and each share of Series AAA Preferred Stock became convertible into 150 shares of Common Stock, in each case subject to the terms and conditions of the applicable certificates of designation. The Purchase Price was deposited by the Purchasers with Continental Stock Transfer and Trust Company, as escrow agent (the "Escrow Agent"), pursuant to an escrow agreement with a six-month term (subject to extension for any outstanding claims). The Purchase Price was disbursed to Seller on the Closing Date in an amount equal to the Purchase Price less (a) a holdback amount equal to five percent (5%) of the Purchase Price, to be released to Seller in accordance with the terms of the escrow agreement, and (b) any Excess Director Payments (as defined in the Purchase Agreement), if any. Except as set forth in the Purchaser Agreement, there is no agreement, arrangement or understanding among the Reporting Persons with respect to the voting, disposition or control of the securities of the Issuer. Except for the Purchase Agreement, the escrow agreement contemplated thereby and the other agreements described in this Schedule 13D, to the Reporting Persons' knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any of the Reporting Persons, or between any Reporting Person and any other person, with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein.
Exhibit 99.1: Securities Purchase Agreement, dated as of March 19, 2026, by and among Yun Yao, Sino Lion Ventures Limited, Junyi Dai, Ting Yang, Lina Deng and David Lazar.* Filed herewith Exhibit 99.2: Joint Filing Agreement, dated as of March 30, 2026, by and among Yun Yao, Sino Lion Ventures Limited, Chenhao Xu, Junyi Dai, Ting Yang, and Lina Deng. Filed herewith Exhibit 99.3: Certificate of Designation of Preferences, Rights and Limitations of Series AA Preferred Stock (incorporated by reference to the Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the SEC on December 23, 2025, SEC File Number 001-40652) https://www.sec.gov/Archives/edgar/data/1857044/000149315225029107/ex3-1.htm Exhibit 99.4: Certificate of Designation of Preferences, Rights and Limitations of Series AAA Preferred Stock (incorporated by reference to the Exhibit 3.2 to the Issuer's Current Report on Form 8-K filed with the SEC on December 23, 2025, SEC File Number 001-40652) https://www.sec.gov/Archives/edgar/data/1857044/000149315225029107/ex3-2.htm Exhibit 99.5: Information Concerning Reporting Persons Filed herewith * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.