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SEC Form 3
FORM 3 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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1. Name and Address of Reporting Person*
Lazar David E.

(Last) (First) (Middle)
44, TOWER 100, THE TOWERS WINSTON
CHURCHILL, PAITILLA

(Street)
PANAMA CITY R1 07196

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2025
3. Issuer Name and Ticker or Trading Symbol
Indaptus Therapeutics, Inc. [ INDP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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
Explanation of Responses:
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
Remarks:
No securities are beneficially owned.
/s/ David E. Lazar 12/23/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.