UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 20, 2022
INDAPTUS THERAPEUTICS, INC.
(formerly Intec Parent, Inc.)
(Exact name of registrant as specified in its charter)
Delaware | 001-40652 | 86-3158720 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3 Columbus Circle 15th Floor New York | 10019 | |
(Address of principal executive offices) | (Zip Code) |
(347) 480 - 9760 |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | INDP | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of July 20, 2022, the Board of Directors of Indaptus Therapeutics, Inc. (the “Company”) approved and adopted an amendment (the “First Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”) amending Section 2.8 of Article 2 of the Bylaws to decrease the quorum requirement for stockholder meetings from a majority to 33.3% of the voting power of the capital stock of the Company issued and outstanding, present in person or represented by proxy.
The foregoing summary and description of the provisions of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
3.1 | Amendment No. 1 to Amended and Restated Bylaws of Indaptus Therapeutics, Inc. | |
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: July 21, 2022
INDAPTUS THERAPEUTICS, INC. | ||
By: | /s/ Nir Sassi | |
Nir Sassi | ||
Chief Financial Officer |
Exhibit 3.1
AMENDMENT
NO. 1
TO
AMENDED AND RESTATED BYLAWS
OF
INDAPTUS THERAPEUTICS, INC.
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Bylaws of Indaptus Therapeutics, Inc., a Delaware corporation, dated July 23, 2021 (the “Bylaws”), is made as of July 20, 2022 in accordance with adopted in accordance with Article 9 of the Bylaws. Capitalized terms used herein and not otherwise herein defined are used as defined in the Bylaws.
1. Section 2.8 of Article 2 of the Bylaws is hereby amended to replace the first sentence with the following:
Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of not less than 33.3% of the voting power of the capital stock issued and outstanding, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.
2. Except as expressly set forth in this Amendment, the Bylaws shall remain in full force and effect, and each reference to the Bylaws shall mean the Bylaws as amended by this Amendment.
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