SCHEDULE: Lazar Acquires 98% Stake in Indaptus, Appointed Co-CEO

David E. Lazar has acquired a 98% beneficial ownership stake in Indaptus Therapeutics Inc. and has been appointed Co-Chief Executive Officer and a Board member.

Summary

• David E. Lazar has acquired 111,000,000 shares of Indaptus Therapeutics Inc. common stock, representing approximately 98% of the class.
• The acquisition was made through a Securities Purchase Agreement (SPA) dated December 22, 2025, for a total consideration of $6 million.
• Lazar purchased 300,000 shares of Series AA Convertible Non-Redeemable Preferred Stock for $1.8 million, convertible into 6 million common shares.
• He also purchased 700,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock for $4.2 million, convertible into 105 million common shares.
• The conversion of preferred stock into common shares was contingent on stockholder approval, which was obtained on February 26, 2026.
• Effective December 23, 2025, Lazar was appointed Co-Chief Executive Officer and a member of the Issuer's Board of Directors, and will serve as Chairman of the Board upon his election.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development due to the significant capital injection and strong commitment from a new Co-CEO, offset by the extreme concentration of ownership which could present governance challenges for minority shareholders.

Positives

• A significant capital injection of $6 million has been provided to Indaptus Therapeutics Inc. by David E. Lazar.
• The company gains new leadership with David E. Lazar appointed as Co-Chief Executive Officer and a Board member, bringing a substantial personal investment and commitment.
• Lazar's belief that the shares were undervalued at the time of purchase suggests a strong conviction in the company's potential.

Negatives

• The acquisition results in an extremely high concentration of ownership, with David E. Lazar beneficially owning approximately 98% of the common stock, which could raise corporate governance concerns for minority shareholders.
• The conversion of preferred stock into 111 million common shares represents a massive increase in the outstanding share count compared to the 2,242,324 shares outstanding as of January 21, 2026, indicating significant dilution for existing shareholders prior to this transaction.

Future Outlook

David E. Lazar intends to continuously review his investment in Indaptus Therapeutics Inc. He may, in the future, increase or decrease his position, engage in further communications with management and the Board, discuss potential business combinations or dispositions, make recommendations regarding capitalization, ownership, or board structure, or suggest improvements to financial and operational performance. He also retains the right to recommend up to three individuals for nomination to the Issuer's Board of Directors at a subsequent stockholder meeting.

Management Comments

• David E. Lazar purchased the shares based on his belief that they were undervalued and represented an attractive investment opportunity.
• Lazar does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

Industry Context

StockSavvy.ai notes that significant insider investments and leadership changes, particularly by a large shareholder taking on executive roles, often signal a strategic pivot or a strong belief in the company's future direction. This move by David E. Lazar could be interpreted as a 'turnaround' play or a deep value investment, common in the biotechnology or early-stage therapeutics sector where companies often require substantial capital injections and new strategic vision to advance their pipelines.

Comparison to Industry Standards

• StockSavvy.ai observes that a 98% beneficial ownership stake by a single individual, especially one also serving as Co-CEO and Chairman, is an exceptionally high concentration of control, far exceeding typical institutional or founder ownership percentages in publicly traded companies.
• While large insider stakes are common in early-stage biotech, this level of control is more akin to a private company or a company undergoing a significant recapitalization, rather than a standard public entity where broader shareholder distribution and independent board oversight are usually emphasized.
• For example, even highly concentrated tech companies like Meta (Mark Zuckerberg) or Tesla (Elon Musk) do not approach this level of individual beneficial ownership percentage in their common stock, though they maintain significant voting control through dual-class shares or large personal holdings.

Management Changes

Corporate Governance

Related Party Transactions

• The Securities Purchase Agreement (SPA) between Indaptus Therapeutics Inc. and David E. Lazar, who subsequently became Co-CEO and a Board member, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Existing common shareholders face significant dilution due to the conversion of preferred stock into 111 million common shares. The extreme concentration of ownership by David E. Lazar (98%) will fundamentally alter the company's governance and strategic direction, potentially reducing the influence of minority shareholders.
• Management/Employees: New leadership in David E. Lazar as Co-CEO and Chairman will likely lead to strategic and operational shifts within the company.
• Creditors: The $6 million capital injection could improve the company's financial position, potentially benefiting creditors by strengthening liquidity and solvency.

Next Steps

• David E. Lazar will serve as Chairman of the Board upon his election.
• Lazar has the right to recommend up to three individuals for nomination to the Issuer's Board of Directors at a subsequent stockholder meeting, subject to stockholder approval and Nasdaq Listing Rule 5640 compliance.
• Lazar may take future actions regarding his investment, including increasing or decreasing his position, engaging with management/board, discussing business combinations, or proposing changes to capitalization or board structure.

Key Dates

Keywords

Indaptus Therapeutics, David E. Lazar, Schedule 13D, Beneficial Ownership, Preferred Stock Conversion, Co-Chief Executive Officer, Board of Directors, Capital Raise, Corporate Governance, Shareholder Approval