Intensity Therapeutics, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — nge on Which Registered: Common Stock, $0.0001 par value per share INTS The Nasdaq Sto
• $0.80 — Stock") to the Investor, at a price of $0.80 per share, for aggregate gross proceeds
• $4.0 million — regate gross proceeds to the Company of $4.0 million before deducting the placement agent's
• $50,000 — ble fees of legal counsel not to exceed $50,000. The Placement Agent Agreement also con

Filing Documents

• intensity-20251030.htm (8-K) — 33KB
• exhibit11-8xkprosuppoct2025.htm (EX-1.1) — 57KB
• exhibit51-8xkprosuppoct2025.htm (EX-5.1) — 11KB
• exhibit101-8xkprosuppoct20.htm (EX-10.1) — 221KB
• exhibit991-8xkprosuppoct20.htm (EX-99.1) — 14KB
• image_1.jpg (GRAPHIC) — 12KB
• image_3.jpg (GRAPHIC) — 33KB
• 0001628280-25-047855.txt ( ) — 592KB
• intensity-20251030.xsd (EX-101.SCH) — 2KB
• intensity-20251030_lab.xml (EX-101.LAB) — 23KB
• intensity-20251030_pre.xml (EX-101.PRE) — 13KB
• intensity-20251030_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 30, 2025, Intensity Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with an 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 "Offering"), 5,000,000 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock") to the Investor, at a price of $0.80 per share, for aggregate gross proceeds to the Company of $4.0 million before deducting the placement agent's 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"). The Purchase Agreement contains customary representations and warranties, agreements of the Company and the Investor and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the Offering. The Offering is expected to close on or about November 3, 2025, subject to satisfaction of customary closing conditions. On October 30, 2025, the Company entered into a placement agency agreement (the "Placement Agent Agreement") with A.G.P./Alliance Global Partners ("A.G.P.") pursuant to which the Company engaged A.G.P. as the placement agent (the "Placement Agent") in connection with the Offering. The Company agreed to pay the Placement Agent a fee in cash equal to 7.0% of the gross proceeds from the sale of the Shares to th

01. Other Events

Item 8.01. Other Events On October 31, 2025, 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 October 31, 2025, by and between the Company and A.G.P./Alliance Global Partners . 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 Form of Securities Purchase Agreement, dated as of October 30, 2025, by and between Intensity Therapeutics, Inc. and the purchaser 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 October 31, 2025. 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. Date: October 31, 2025 By: /s/ Lewis H. Bender Lewis H. Bender Chief Executive Officer

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