Intensity Therapeutics Files S-1 for Potential Securities Offering

TL;DR

Intensity Therapeutics just filed an S-1, looks like they're gearing up to sell more stock.

AI Summary

Intensity Therapeutics, Inc. filed an S-1 registration statement on December 13, 2024, to register securities under the Securities Act of 1933. The company, incorporated in Delaware and headquartered in Shelton, CT, operates in the biological products sector. This filing indicates a potential offering of new securities to raise capital.

Why It Matters

This S-1 filing signals that Intensity Therapeutics is preparing to raise capital, which could fund its research and development or expansion efforts in the biotechnology sector.

Risk Assessment

Risk Level: medium — As a biotechnology company filing an S-1, there's inherent risk associated with the speculative nature of drug development and the uncertainty of future capital raises.

Key Numbers

• 333-283797 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 2836 — SIC Code (Indicates the company's industry classification: Biological Products.)

Key Players & Entities

• INTENSITY THERAPEUTICS, INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Shelton, CT (location) — Principal executive offices
• Lewis H. Bender (person) — President, Chief Executive Officer and Chairman
• December 13, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — 3 shares of our common stock, par value $0.0001 per share (the "common stock"), issuabl
• $2.04 — r common stock on December 12, 2024 was $2.04 per share. We are an "emerging growth
• $1.235 billion — ng Company As a company with less than $1.235 billion in revenue during our last fiscal year,
• $1.0 billion — ds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-ye
• $3.6 million — receive gross proceeds of approximately $3.6 million. See the section entitled "Use of Proce
• $2.95 — of common stock at an exercise price of $2.95 per share in a concurrent private place
• $2.425 — the "Private Placement"), at a price of $2.425 per share and accompanying warrant, for
• $3.0 million — e gross proceeds to us of approximately $3.0 million before deducting the placement agents'

Filing Documents

• intensitytherapeutics-resa.htm (S-1) — 290KB
• exhibit51-sx1.htm (EX-5.1) — 12KB
• exhibit231-sx1.htm (EX-23.1) — 2KB
• exhibit107-sx1.htm (EX-FILING FEES) — 19KB
• mintzlogo.jpg (GRAPHIC) — 8KB
• mintzlogo1.jpg (GRAPHIC) — 11KB
• 0001628280-24-051180.txt ( ) — 350KB

RISK FACTORS

RISK FACTORS 5 THE PRIVATE PLACEMENT 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 9 MARKET FOR COMMON STOCK AND DIVIDEND POLICY 10 SELLING STOCKHOLDER 11 PLAN OF DISTRIBUTION 13 DESCRIPTION OF OUR SECURITIES TO BE REGISTERED 15 LEGAL MATTERS 19 EXPERTS 19 WHERE YOU CAN FIND MORE INFORMATION 19 INCORPORATION OF DOCUMENTS BY REFERENCE 20 i ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the "SEC") includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by reference herein or any amendment thereto. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information." The selling stockholder named in this prospectus may sell up to 1,237,113 shares of our common stock previously issued and issuable upon exercise of warrants to purchase shares of our common stock from time to time. This prospectus also covers any shares of common stock that may become issuable as a result of share splits, share dividends, or similar transactions. We have agreed to pay the expenses incurred in registering these shares, including legal and accounting fees. We have not, and the selling stockholder has not, authorized anyone to provide any information or to make any repr

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling stockholder. However, if all of the warrants were exercised for cash, we would receive gross proceeds of approximately $3.6 million. See the section entitled "Use of Proceeds" in this prospectus. Offering Price The selling stockholder may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. Nasdaq Capital Market Symbol INTS

Risk Factors

Risk Factors Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 5 of this prospectus, and any other risk factors described in the documents incorporated by reference herein, for a discussion of certain factors to consider carefully before deciding to invest in our common stock. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholder for offer and sale, we are referring to the shares of common stock issuable upon exercise of the warrants, each as described under "The Private Placement" and "Selling Stockholder." When we refer to the selling stockholder in this prospectus, we are referring to the selling stockholder identified in this prospectus and, as applicable, their donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer. 4

RISK FACTORS

RISK FACTORS Investing in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this prospectus and in the documents we incorporate by reference into this prospectus before you decide to purchase our securities. In particular, you should carefully consider and evaluate the risks and uncertainties described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023. Any of the risks and uncertainties set forth below and in the Annual Report, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate by reference into this prospectus, or any prospectus, could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the value of any securities offered by this prospectus. As a result, you could lose all or part of your investment. 5 THE PRIVATE PLACEMENT On November 21, 2024, we entered into the Purchase Agreement with the selling stockholder, pursuant to which we issued and sold 1,237,113 shares of common stock in a registered direct offering and warrants exercisable for an aggregate of 1,237,113 shares of common stock at an exercise price of $2.95 per share in a concurrent private placement (the "Private Placement"), at a price of $2.425 per share and accompanying warrant, for aggregate gross proceeds to us of approximately $3.0 million before deducting the placement agents' fees and related offering expenses. Each warrant will be exercisable commencing on May 21, 2024 and will expire five years from the initial exercise date. Pursuant to the terms of the Purchase Agreement, we agreed to use commercially reasonable efforts to cause a registration statement on Form S-1 providing for the resale by holders of shares of our common stock issuable upon the exercise of the warrants, to become effective by January 21, 2025

View Full Filing

View this S-1 filing on SEC EDGAR