Indaptus Therapeutics (INDP) Proxy filing summary

Executive summary

• Special Meeting scheduled for February 17, 2026, to vote on major proposals impacting governance, capital structure, and control.

• Proposals stem from a $6 million investment transaction involving the issuance of convertible preferred stock to a new investor, with significant changes to management and board composition.

• Board recommends approval of all proposals, including director elections, stock issuances, reverse stock split, authorized share increase, and written consent amendments.

Voting matters and shareholder proposals

• Election of two directors nominated by the new controlling investor, with several current directors set to resign if nominees are elected.

• Approval sought for issuance of up to 111 million shares of common stock upon conversion of Series AA and AAA Preferred Stock, resulting in potential change of control.

• Proposals include a reverse stock split (1-for-2 to 1-for-199), increase in authorized shares to 1 billion, and allowing shareholder action by written consent.

• Adjournment proposal allows meeting extension if quorum or votes are insufficient.

Board of directors and corporate governance

• Board to be reconstituted with nominees of the new investor; staggered three-class structure remains.

• Most directors, except for three, qualify as independent under Nasdaq rules.

• Board committees (Audit, Compensation, Nominating, Science & Technology) will see changes in membership post-meeting.

• Board leadership structure combines Chairman and Co-CEO roles for strategic alignment.