NEW YORK, Aug. 3, 2021 /PRNewswire/ -- Indaptus
Therapeutics, Inc. (Nasdaq: INDP) ("Indaptus" or the "Company," and
formerly, Intec Parent, Inc.) today
announced the closing of its previously announced merger with Decoy
Biosystems, Inc. ("Decoy") and the completion of a $30 million private placement in accordance with
the merger agreement. In addition, the Company announced a
corporate name change to Indaptus Therapeutics, as it better
reflects the Company's therapeutic focus.
Indaptus is expected to begin trading on the Nasdaq Capital
Market at the open of trading on August 4,
2021, under the ticker symbol "INDP" and a new CUSIP number
(45339J 105). The previous ticker symbol was "NTEC" (Nasdaq: NTEC).
The Company will have a new website address:
www.indaptusrx.com.
"Today's collective events serve to launch us forward and
support the advancement of a new modality that activates both the
innate and adaptive immune systems to battle a variety of tumor
types and chronic viral infections," said Jeffrey A. Meckler,
Chief Executive Officer of Indaptus. "We look forward to leveraging
the powerful potential of our dual acting platform and to moving
our first program in immunotherapy into the clinic next year."
"We are delighted to merge Decoy to form Indaptus, bringing
together two teams of seasoned biopharmaceutical executives to
drive our programs to deliver meaningful medicines for patients
with unmet medical need. This transition into a publicly traded
company marks a significant milestone, providing the opportunity
for greater financial resources and enhanced corporate structure to
better advance our immunotherapy platform," said Michael J. Newman, Ph.D., Founder and Chief
Executive Officer of Decoy.
"The completion of this merger, combined with the recent
fundraise, allows Indaptus to potentially transform the way we
treat tumors with a novel, multipronged approach to leveraging the
body's own immune system to fight cancers of unmet medical need,"
said Roger Pomerantz, M.D.,
F.A.C.P., Chairman of the Board of Directors of Indaptus. "We
expect these important advances will make a meaningful difference
in the lives of patients battling cancer, while also building
shareholder value over time."
Prior to the closing of the merger, Indaptus closed its
previously announced private placement financing with a single,
healthcare-focused institutional investor to raise gross proceeds
of approximately $30 million.
Indaptus issued pre-funded warrants to purchase 2,727,273 shares of
its common stock and warrants to purchase up to 2,727,273 shares of
its common stock, at an effective purchase price of $11.00 per pre-funded warrant and associated
warrant. The warrants have a term of five and one-half years, are
exercisable immediately and have an exercise price of $11.00 per share. The Company intends to use the
net proceeds from the private placement for working capital
purposes.
H.C. Wainwright & Co. acted as the exclusive placement agent
for the private placement.
About the Merger
As previously announced, on July 26,
2021, Intec Pharma Ltd. ("Intec Pharma") effected a
domestication merger, one of the closing conditions to the merger,
whereby an Israeli wholly-owned subsidiary of Indaptus, merged with
and into Intec Pharma with Intec Pharma being the surviving entity
and a wholly-owned subsidiary of Indaptus. Immediately prior to the
domestication merger, Intec Pharma effected a 1 for 4 reverse share
split.
In connection with the Decoy merger, each outstanding share of
Decoy common stock, after giving effect to the conversion of Decoy
SAFEs and Decoy preferred stock converted into approximately 2.65
shares of Indaptus common stock. In addition, at the effective time
of the merger, each outstanding and unexercised Decoy stock option
converted into a stock option exercisable for that number of shares
of common stock of Indaptus subject to such option and the exercise
price being appropriately adjusted to reflect the exchange
ratio.
Immediately following closing of the Decoy merger there are
approximately 5,405,963 shares of Indaptus common stock
outstanding, with pre-merger Decoy shareholders owning
approximately 65.6% and pre-merger Intec Pharma shareholders owning
approximately 34.4% of Indaptus. Assuming the exercise in full of
the pre-funded warrants sold in the private placement, there would
be 8,133,236 shares of Indaptus common stock outstanding. The
figures above do not give effect to shares issuable upon the
exercise of outstanding Indaptus warrants or options, other than
the pre-funded warrants.
In connection with the previously announced domestication merger
of Intec Pharma, the predecessor of Indaptus, after which Intec
Pharma became a wholly owned subsidiary of Indaptus (formerly
Intec Parent, Inc.), a request was
made for the Nasdaq Stock Market LLC to file with the Securities
and Exchange Commission an application on Form 25 to delist and
deregister the ordinary shares of Intec Pharma under Section 12(b)
of the Securities Exchange Act of 1934, as amended.
The securities sold in the private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be resold in the U.S. except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements. Indaptus has agreed to file a
registration statement with the Securities and Exchange Commission
registering the resale of the shares of common stock underlying the
securities sold in this private placement.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
Board of Directors and Management of Indaptus
Therapeutics
Dr. Roger Pomerantz serves as
Indaptus's Chairman with Jeffrey
Meckler serving as Chief Executive Officer and director,
Michael Newman to serve as Chief
Scientific Officer and director, Nir
Sassi serving as Chief Financial Officer and Walt Linscott serving as Chief Business Officer.
Other board members include William B.
Hayes, Hila Karah, and
Anthony J. Maddaluna and will also
include Brian O'Callaghan and Hoonmo
Lee. Additional information regarding the business experience
of the Indaptus board of directors and management can be found in
Indaptus's proxy statement/prospectus included in the registration
statement on Form S-4 filed with the Securities and Exchange
Commission on May 12, 2021.
About Indaptus Therapeutics
Indaptus Therapeutics has evolved from more than a century of
immunotherapy advances. The Company's approach is based on the
hypothesis that efficient activation of both innate and adaptive
immune cells and associated anti-tumor and anti-viral immune
responses will require a multi-targeted package of immune system
activating signals that can be administered safely intravenously.
Indaptus' patented technology is composed of single strains of
attenuated and killed, non-pathogenic, Gram-negative bacteria, with
reduced i.v. toxicity, but largely uncompromised ability to prime
or activate many of the cellular components of innate and adaptive
immunity. This approach has led to broad anti-tumor and anti-viral
activity, including safe, durable anti-tumor response synergy with
each of five different classes of existing agents, including
checkpoint therapy, targeted antibody therapy and low-dose
chemotherapy in pre-clinical models. Tumor eradication by Indaptus
technology has demonstrated activation of both innate and adaptive
immunological memory and, importantly, does not require provision
of or targeting a tumor antigen in pre-clinical models. Indaptus
has carried out successful GMP manufacturing of its lead clinical
candidate, Decoy20, and is currently completing other IND-enabling
studies.
Forward-Looking Statements
This press release contains forward-looking statements with the
meaning of the Private Securities Litigation Reform Act. These
include statements regarding management's expectations, beliefs and
intentions regarding, among other things, our product development
efforts, business, financial condition, results of operations,
strategies, plans and prospects. Forward-looking statements can be
identified by the use of forward-looking words such as "believe",
"expect", "intend", "plan", "may", "should", "could", "might",
"seek", "target", "will", "project", "forecast", "continue" or
"anticipate" or their negatives or variations of these words or
other comparable words or by the fact that these statements do not
relate strictly to historical matters. For example, forward-looking
statements are used in this press release when we discuss our
expected timeline of our development pipeline. Forward-looking
statements relate to anticipated or expected events, activities,
trends or results as of the date they are made. Because
forward-looking statements relate to matters that have not yet
occurred, these statements are inherently subject to risks and
uncertainties that could cause our actual results to differ
materially from any future results expressed or implied by the
forward-looking statements. Many factors could cause actual
activities or results to differ materially from the activities and
results anticipated in forward-looking statements, including, but
not limited to, the following: Indaptus' plans to develop and
potentially commercialize its technology, the timing and cost of
Indaptus' planned investigational new drug application and any
clinical trials, the completion and receiving favorable results in
any clinical trials, Indaptus' ability to obtain and maintain
regulatory approval of any product candidate, Indaptus' ability to
protect and maintain its intellectual property and licensing
arrangements, Indaptus' ability to develop, manufacture and
commercialize its product candidates, the risk of product liability
claims, the availability of reimbursement, the influence of
extensive and costly government regulation, and Indaptus' estimates
regarding future revenue, expenses capital requirements and the
need for additional financing following the merger. These risks, as
well as other risks are discussed in the proxy statement/prospectus
that was included in the registration statement on Form S-4 filed
with the SEC in connection with the merger. All
forward-looking statements speak only as of the date of this press
release and are expressly qualified in their entirety by the
cautionary statements included in this press release. We undertake
no obligation to update or revise forward-looking statements to
reflect events or circumstances that arise after the date made or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
Investor Contact:
Will O'Connor
Stern IR
+1 212-362-1200
will@sternir.com
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SOURCE Indaptus Therapeutics, Inc.