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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2026
Inhibitor
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-13467 |
|
30-0793665 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
3014
West Palmira Ave., Suite 302
Tampa,
FL |
|
33629 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (813) 864-2562
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information set forth below in Item 5.07 is incorporated by reference in this Item 5.02.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
September 15, 2026, Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”) held its 2026 Annual Meeting
of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following
three proposals:
Proposal
1 - Election of Directors
Francis
E. O’Donnell, Samuel J. Sears, Niraj Vasisht, Michelle Yanez, Michael Jerman and Ronald E. Osman were each elected to serve on
the Board of Directors (the “Board”) for a one-year term that expires at the 2027 Annual Meeting of Stockholders,
or until their earlier death, resignation or removal and their successors are elected and qualified. The final results of the voting
were as follows:
| Director Nominee | |
Votes For | |
Withheld | |
Broker
Non-Votes |
| Francis E. O’Donnell | |
96,676,056 | |
2,783,870 | |
12,986,028 |
| Samuel J. Sears | |
96,676,056 | |
2,783,870 | |
12,986,028 |
| Niraj Vasisht | |
96,676,056 | |
2,783,870 | |
12,986,028 |
| Michelle Yanez | |
98,342,951 | |
1,116,975 | |
12,986,028 |
| Ronald E. Osman | |
96,676,056 | |
2,783,870 | |
12,986,028 |
| Michael Jerman | |
98,342,951 | |
1,116,975 | |
12,986,028 |
Proposal
2 - Auditor Ratification
The
Company’s stockholders ratified the previous appointment by the Board of Cherry Bekaert LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2026. The final results of the voting were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker
Non-Votes |
| 110,776,019 | |
1,668,434 | |
1,501 | |
- |
Proposal
3 – Incentive Plan
The
Company’s stockholders approved the 2025 Share Incentive Plan. The final results of the voting were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker
Non-Votes |
| 96,249,721 | |
3,208,603 | |
1,602 | |
12,986,028 |
Proposal
4 - Say-on-Pay
The
Company’s executive compensation, by non-binding advisory vote, was approved. The final results of the voting were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker
Non-Votes |
| 96,854,767 | |
2,605,058 | |
101 | |
12,986,028 |
Proposal
5 - Frequency of Non-Binding Advisory Votes on Executive Compensation
The
Company’s stockholders indicated, on an advisory basis, the preferred frequency of future non-binding advisory votes on the compensation
of the Company’s named executive officers as follows:
| 1 Year | |
2 Years | |
3 Years | |
Abstain | |
Broker
Non-Votes |
| 22,443,829 | |
10,501 | |
76,086,572 | |
919,024 | |
12,986,028 |
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.
| |
INHIBITOR
THERAPEUTICS, INC. |
| Dated:
September 18, 2026 |
|
|
| |
By: |
/s/
Francis E. O’Donnell |
| |
|
Francis
E. O’Donnell |
| |
|
Chief
Executive Officer |
