As filed with the Securities and Exchange Commission on March 24, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
Indaptus Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 86-3158720 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
3 Columbus Circle 15th Floor New York, New York | 10019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan
(Full title of the plan)
Jeffrey A. Meckler
Chief Executive Officer
Indaptus Therapeutics, Inc.
3 Columbus Circle
15th Floor
New York, New York 10019
(646) 427-2727
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6000
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,000,000 shares of the Registrant’s common stock to be issued pursuant to the Indaptus Therapeutics, Inc. 2021 Equity Incentive Plan (the “Incentive Plan”). A Registration Statement of the Registrant on Form S-8 relating to the Incentive Plan is effective.
INCORPORATION BY REFERENCE OF
CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-259127), including any amendments thereto, filed with the Securities and Exchange Commission, relating to the Incentive Plan, are incorporated herein by reference.
Item 8. Exhibits
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York on March 24, 2023.
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Jeffrey A. Meckler | |
| Name: | Jeffrey A. Meckler | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Jeffrey A. Meckler and Nir Sassi, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jeffrey A. Meckler | Chief Executive Officer and Director | March 24, 2023 | ||
| Jeffrey A. Meckler | (principal executive officer) | |||
| /s/ Nir Sassi | Chief Financial Officer | March 24, 2023 | ||
| Nir Sassi | (principal financial and accounting officer) | |||
| /s/ Michael J. Newman, Ph.D. | Chief Scientific Officer and Director | March 24, 2023 | ||
| Michael J. Newman, Ph.D. | ||||
| /s/ Roger J. Pomerantz, M.D. | Chairman of the Board of Directors | March 24, 2023 | ||
| Roger J. Pomerantz, M.D. | ||||
| /s/ Mark J. Gilbert | Director | March 24, 2023 | ||
| Mark J. Gilbert | ||||
| /s/ William B. Hayes | Director | March 24, 2023 | ||
| William B. Hayes | ||||
| /s/ Hila Karah | Director | March 24, 2023 | ||
| Hila Karah | ||||
| /s/ Anthony J. Maddaluna | Director | March 24, 2023 | ||
| Anthony J. Maddaluna | ||||
| /s/ Robert E. Martell, M.D., Ph.D. | Director | March 24, 2023 | ||
| Robert E. Martell, M.D., Ph.D. | ||||
| /s/ Brian O’Callaghan | Director | March 24, 2023 | ||
| Brian O’Callaghan |
