Intensity Therapeutics Enters Material Definitive Agreement

TL;DR

INTENSITY THERAPEUTICS (INTY) just signed a big deal, filing an 8-K. Details TBD.

AI Summary

Intensity Therapeutics, Inc. announced on November 21, 2024, that it entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Shelton, CT, filed this 8-K report to disclose this event. No specific details of the agreement or financial implications were provided in the initial filing.

Why It Matters

This filing indicates a significant new development for Intensity Therapeutics, potentially impacting its business operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on the terms not yet disclosed, introducing uncertainty.

Key Players & Entities

• INTENSITY THERAPEUTICS, INC. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Shelton, CT (location) — Principal Executive Offices
• November 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on Which Registered: Common Stock, $0.0001 par value per share INTS The Nasdaq Sto
• $2.425 — Stock") to the Investor, at a price of $2.425 per share, for aggregate gross proceeds
• $3.0 million — roceeds to the Company of approximately $3.0 million before deducting the placement agents'
• $2.95 — mmon Warrants") at an exercise price of $2.95 per share. Each Common Warrant will be
• $75,000 — ble fees of legal counsel not to exceed $75,000, as well as non- accountable expenses
• $25,000 — n- accountable expenses not to exceed $25,000. The Placement Agent Agreement also con

Filing Documents

• intensity-20241121.htm (8-K) — 39KB
• exhibit11-8xk.htm (EX-1.1) — 66KB
• exhibit41-8xk.htm (EX-4.1) — 132KB
• exhibit51-8xk.htm (EX-5.1) — 11KB
• exhibit101-8xk.htm (EX-10.1) — 269KB
• exhibit991-8xk.htm (EX-99.1) — 15KB
• mintzlogo.jpg (GRAPHIC) — 10KB
• mintzlogo1.jpg (GRAPHIC) — 5KB
• 0001628280-24-048910.txt ( ) — 791KB
• intensity-20241121.xsd (EX-101.SCH) — 2KB
• intensity-20241121_lab.xml (EX-101.LAB) — 23KB
• intensity-20241121_pre.xml (EX-101.PRE) — 13KB
• intensity-20241121_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On November 21, 2024, Intensity Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with a single healthcare focused institutional investor (the "Investor"), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the "Registered Offering"), 1,237,113 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock") to the Investor, at a price of $2.425 per share, for aggregate gross proceeds to the Company of approximately $3.0 million before deducting the placement agents' fees and related offering expenses. The Shares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-280681), which was filed with the Securities and Exchange Commission (the "Commission") on July 3, 2024 and was declared effective by the Commission on July 11, 2024 (the "Registration Statement"). In a concurrent private placement (the "Private Placement" and together with the Registered Offering, the "Offerings"), the Company agreed to issue to the Investor common stock warrants to purchase up to 1,237,113 shares (the "Common Warrants") at an exercise price of $2.95 per share. Each Common Warrant will be exercisable six months from the issuance date and will expire five and one-half years from the issuance date. The Common Warrants and the shares of Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Investor (together with its affiliates) may not exercise any portion of the Common Warrants to the extent that the Investor

01. Other Events

Item 8.01. Other Events On November 21, 2024, the Company issued a press release (the "Pricing Press Release") announcing the pricing of the Offering. A copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Form of Placement Agent Agreement dated November 21, 2024, by and between the Company and A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC . 4.1 Form of Common Warrant. 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 Form of Securities Purchase Agreement, dated as of November 21, 2024, by and between Intensity Therapeutics, Inc. and the purchasers party thereto. 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). 99.1 Pricing Press Release, dated November 21, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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. Intensity Therapeutics, Inc. Dated: November 21, 2024 By: /s/ Lewis H. Bender Name: Lewis H. Bender Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR