Indaptus Therapeutics Inc

This proposal asks shareholders to approve the Indaptus Therapeutics, Inc. 2026 Equity Incentive Plan, which, if approved, will reserve initially 10% of the Company’s outstanding common stock (approximately 13,324,232 shares based on current outstanding shares) for grants of stock options, SARs, restricted stock, RSUs, performance awards and other equity-based awards. Management seeks shareholder approval because equity awards to employees, directors and consultants generally require stockholder authorization under applicable corporate and exchange rules and because the Board has adopted the Plan subject to approval. Key plan terms include an initial share reserve equal to 10% of outstanding shares, an ISO limit equal to the initial reserve, Board/Committee administration with broad discretion over grant terms, and an automatic annual increase provision on January 1 of each year from 2027 through 2031 equal to 5% of outstanding shares (subject to Board/Committee reduction). The adoption is tied to termination of future grants under the 2021 Plan and suspension of that plan’s evergreen increases, so approving the 2026 Plan shifts the vehicle for future equity grants to the new plan. From a governance perspective, the Plan includes standard features—minimum vesting rules with limited exceptions, transferability restrictions, adjustment provisions for corporate events, and anti-dilution/change-in-control mechanics—but also grants the administrator substantial discretion over award design, vesting acceleration and substitute awards. The automatic evergreen increases create potential dilution over time and may concern stockholders because they expand the share reserve annually unless the Board elects otherwise; however, the Committee retains discretion to reduce such annual increases and the ISO limit is fixed at the initial reserve. The Board’s rationale emphasizes retention and alignment of incentives for management and employees in a competitive biotech environment; the recommendation is supported by the Audit and Compensation committees’ oversight mechanisms but raises standard dilution and governance tradeoffs that stockholders should weigh. The proposal requires a majority of votes cast for approval and, if approved, the Plan will become effective immediately upon the date of the Annual Meeting.