Indaptus Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2025, the Company held its Annual Meeting. A total of 8,386,348 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 52% of the Company’s outstanding common stock as of the April 17, 2025 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 Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”).
Proposal 1. Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2028 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 | ||||
| Mark J. Gilbert, M.D. | 3,409,859 | 747,432 | 4,229,057 | |||
| Hila Karah | 3,395,256 | 762,035 | 4,229,057 | |||
| Robert E. Martell, M.D., Ph.D | 3,412,504 | 744,787 | 4,229,057 |
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, 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 7,416,332 | 957,434 | 12,582 | N/A |
Proposal 3. Approval on an advisory basis of the compensation paid to the Company’s named executive officers:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 3,346,942 | 768,207 | 42,142 | N/A |
Proposal 4. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, in the form attached to the Proxy Statement, to effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding common stock at a ratio of 1-for-5 to 1-for-28 (the “Range”), with the ratio at which the Reverse Stock Split would be effected to be a ratio within the Range to be determined at the discretion of the Company’s Board of Directors and included in a public announcement by the Company before the effectiveness of the Reverse Stock Split:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 6,777,054 | 1,582,762 | 26,532 | N/A |
Based on the foregoing votes, Mark J. Gilbert, Hila Karah and Robert E. Martell were elected as Class I directors, and Proposals 2, 3 and 4 were approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 11, 2025
| INDAPTUS THERAPEUTICS, INC. | ||
| By: | /s/ Nir Sassi | |
| Name: | Nir Sassi | |
| Title: | Chief Financial Officer | |