UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted below under Item 5.07, at the 2024 annual meeting of stockholders of Indaptus Therapeutics, Inc. (the “Company”), held on June 6, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s 2021 Stock Incentive Plan (the “Plan”), which was adopted by the Board of Directors of the Company (the “Board”) on April 19, 2024, subject to the approval by the Company’s stockholders.
A description of the material terms of the Plan was included in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”) under “Proposal 3: Approval of the Amendment and Restatement of the Company’s 2021 Stock Incentive Plan” and is incorporated herein by reference.
The description in the Proxy Statement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Plan, a copy of which is included as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2024, the Company held its Annual Meeting. A total of 4,277,437 shares of the Company’s Common Stock were present in person or represented by proxy at the Annual Meeting, representing approximately 50.09% of the Company’s outstanding Common Stock as of the April 12, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement.
Proposal 1. Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified or until each such director’s earlier death, resignation or removal.
| Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||||||||
| Roger J. Pomerantz | 2,199,662 | 190,300 | 1,887,475 | |||||||||
| Michael J. Newman | 2,209,879 | 180,083 | 1,887,475 | |||||||||
| Jeffrey A. Meckler | 2,216,832 | 173,130 | 1,887,475 | |||||||||
Proposal 2. Ratification of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||
| 3,805,215 | 469,553 | 2,669 | N/A | |||||||||
Proposal 3. Approval of the amendment and restatement of the Plan to, among other things, increase the number of shares of our Common Stock available for issuance and extend the evergreen provision thereunder.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||
| 1,881,194 | 501,555 | 7,213 | 1,887,475 | |||||||||
Based on the foregoing votes, Roger J. Pomerantz, Michael J. Newman and Jeffrey A. Meckler were elected as Class III directors, and Proposals 2 and 3 were approved.
Item 9.01 Financial Statements and Exhibits.
(d): Exhibits:
| Exhibit No. | Description | |
| 10.1 | Indaptus Therapeutics, Inc. Amended and Restated 2021 Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2024
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Nir Sassi | |
| Name: | Nir Sassi | |
| Title: | Chief Financial Officer | |