12/23/2025 | Press release | Distributed by Public on 12/23/2025 18:06
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series AA Convertible Preferred Stock(2) | 12/22/2025 | (3) | Common Stock | 6,000,000 | (4) | D | |
| Series AAA Convertible Preferred Stock(2) | 12/22/2025 | (3) | Common Stock | 105,000,000 | (4) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lazar David E. 44, TOWER 100, THE TOWERS WINSTON CHURCHILL, PAITILLA PANAMA CITY, R1 07196 |
Co-Chief Executive Officer | |||
| /s/ David E. Lazar | 12/23/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | No shares of Common Stock are beneficially owned. |
| (2) | On December 22, 2025, David E. Lazar (the "Reporting Person") and Indaptus Therapeutics, Inc. (the "Company"), entered into a securities purchase agreement pursuant to which the Reporting Person acquired (i) an aggregate of 300,000 shares of the Company's Series AA Convertible Preferred Stock (the "Series AA Preferred Stock") at a price of $6.00 per share and (ii) an aggregate of 700,000 shares of the Company's Series AAA Convertible Preferred Stock (the "Series AAA Preferred Stock", and together with the Series AA Preferred Stock, the "Preferred Stock") at a price of $6.00 per share. Each share of Series AA Preferred Stock is convertible into 20 shares of the Company's Common Stock at any time, subject to certain ownership limitations. Each share of Series AAA Preferred Stock is convertible into 150 shares of the Company's Common Stock at any time, subject to certain ownership limitations. |
| (3) | The Preferred Stock is perpetual and therefore has no expiration date. |
| (4) | The shares of Preferred Stock are convertible at the option of the Reporting Person for no additional consideration |
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Remarks: No securities are beneficially owned. |
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