SCHEDULE 13G: Yorkville Advisors Entities Disclose 9.99% Stake in Indaptus Therapeutics via Standby Equity Purchase Agreement

Multiple entities affiliated with Yorkville Advisors Global, including YA II PN, Ltd., have disclosed a 9.99% beneficial ownership stake in Indaptus Therapeutics, Inc., stemming from a Standby Equity Purchase Agreement.

Summary

• YA II PN, Ltd., along with its affiliates YA Global Investments II (U.S.), LP, Yorkville Advisors Global, LP, Yorkville Advisors Global II, LLC, YAII GP, LP, YAII GP II, LLC, Mark Angelo, and SC-Sigma Global Partners, LP, collectively reported beneficial ownership of 1,410,916 shares of Indaptus Therapeutics, Inc. Common Stock.
• This aggregate ownership represents 9.99% of the outstanding class of securities.
• The beneficial ownership is primarily linked to a Standby Equity Purchase Agreement (SEPA) entered into between YA II PN, Ltd. and Indaptus Therapeutics, Inc. on February 12, 2025.
• Under the SEPA, Indaptus Therapeutics has the option to sell up to $20 million of its Common Stock to YA II PN, Ltd., which is obligated to purchase these shares.
• A key condition of the SEPA is a prohibition on issuing and selling shares to YA II PN, Ltd. if it would cause the aggregate beneficial ownership of YA II PN, Ltd. and its affiliates to exceed 9.99% of the outstanding Common Stock.
• All listed reporting persons are deemed affiliates and share voting and dispositive power over the 1,410,916 shares.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and a financing agreement. It does not contain information that would significantly sway sentiment positively or negatively, beyond the inherent implications of a capital raise for a company.

Positives

• The Standby Equity Purchase Agreement (SEPA) provides Indaptus Therapeutics with a potential source of capital, up to $20 million, which can be drawn upon as needed.
• The commitment from YA II PN, Ltd. to purchase shares under the SEPA offers a degree of financing certainty for the issuer.

Negatives

• The SEPA structure, while providing capital, typically involves the issuance of new shares, which can lead to dilution for existing shareholders.
• The 9.99% ownership cap suggests a financing arrangement rather than a strategic investment aimed at control, which might limit the upside for the investor beyond the financing terms.

Risks

• Potential dilution of existing shareholders' equity due to the issuance of new shares under the Standby Equity Purchase Agreement (SEPA).
• Market price volatility could impact the effectiveness of the SEPA, as the purchase price is typically tied to market prices, potentially leading to more shares being issued for the same capital if the stock price declines.

Future Outlook

The Standby Equity Purchase Agreement provides Indaptus Therapeutics with a flexible financing mechanism, allowing the company to potentially raise up to $20 million by selling Common Stock to YA II PN, Ltd. in the future, subject to the 9.99% ownership cap.

Industry Context

This filing reflects a common financing strategy for smaller public companies, particularly in sectors like biotechnology (given 'Therapeutics' in the name), where access to capital is crucial for R&D and operational expenses. Standby Equity Purchase Agreements (SEPAs) offer a flexible, 'at-the-market' type of financing, allowing companies to raise funds over time as needed, rather than through a single large offering.

Related Party Transactions

• The Standby Equity Purchase Agreement (SEPA) between Indaptus Therapeutics, Inc. and YA II PN, Ltd. represents a transaction between the issuer and a significant beneficial owner (and its affiliates).

Stakeholder Impact

• Shareholders: Potential for dilution of existing shareholdings as new shares are issued under the SEPA to raise capital.
• Company: Gains access to a flexible capital source of up to $20 million, which can support operations, research, and development.

Next Steps

• Indaptus Therapeutics, Inc. may, at its discretion, issue and sell shares of its Common Stock to YA II PN, Ltd. under the terms of the Standby Equity Purchase Agreement, up to the $20 million limit and subject to the 9.99% ownership cap.

Key Dates

Keywords

Indaptus Therapeutics, YA II PN Ltd, Standby Equity Purchase Agreement, SEPA, Beneficial Ownership, Schedule 13G, Common Stock, Equity Financing, Dilution, Yorkville Advisors