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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 24, 2025 (October 21, 2025)
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 (813) 864-2562
(Address,
including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)
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 to the registrant under
any of the following provisions:
| ☐ |
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)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
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. ☐
| Item
1.01. |
Entry into a Material
Definitive Agreement. |
On
October 21, 2025, Inhibitor Therapeutics, Inc. (the “Company”) entered into a performance-based master services agreement
(the “Agreement”) with Frameshift Management, Inc., a Delaware corporation (the “Consultant”),
pursuant to which the Consultant shall provide the Company with consulting services for biostatistics, regulatory, business development
and strategic consulting in support of Company’s programs in basal cell carcinomas in Gorlin’s syndrome, and related services
that the Company may request (the “Services”). The Consultant’s program of support will utilize the Company’s
proprietary new formulation of itraconazole, with the unvested equity compensation realized only after certain requirements described
in the Agreement. Pursuant to the Agreement the Consultant will provide the Services to the Company, which commenced on October 21, 2025,
and continues for an indefinite period until terminated in accordance with the terms of the Agreement, as specified in one or more statements
of work (the “SOW”). The term and scope of each project will be set forth in the applicable SOW. As consideration
for such services, the Consultant will be compensated at a previously agreed upon rate.
In
addition to performance commitments and payment terms, the Agreement includes customary provisions relating to confidentiality, indemnification
and liability, intellectual property, data protection, termination rights, compliance with applicable laws and dispute resolution.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective
on October 21, 2025, the Board of Directors (the “Board”) of the Company approved the Inhibitor Therapeutics, Inc.
2025 Equity Incentive Plan (the “2025 Plan”). The material terms of the 2025 Plan are summarized as follows:
Eligibility
The
Administrator may grant awards to any service providers.
Administration
The
2025 Plan will be administered by the Board or one more committees or subcommittees of the Board, which will be comprised of not less
than one member (collectively, the “Administrator”). The Administrator will have the authority to make all determinations
and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the 2025 Plan, subject to the
2025 Plan’s express terms and conditions. The Administrator will also set the terms and conditions of all awards under the 2025
Plan, including any vesting and vesting acceleration conditions.
Share
Reserve
The
maximum aggregate number of shares of the Company’s common stock that may be issued under the 2025 Plan is 20 million shares of
common stock.
Types
of Awards
The
2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-
or cash-based awards (collectively, “awards”).
The
foregoing description of the 2025 Plan is not complete and is subject to, and qualified in its entirety by, to the full text of the 2025
Plan, a copy of which is attached as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
Shareholder
Approval
The
Company plans to solicit/receive shareholder approval within 12 months of the effective date of adoption of the Plan by the Board. Plan
provides that if such approval is not timely received the Plan terminates, as do any awards made thereunder.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
The following exhibit is filed with this report.
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 10.1+ |
|
Master Services Agreement, dated October 21, 2025 |
| 10.2 |
|
Inhibitor Therapeutics, Inc. 2025 Equity Incentive Plan |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| + |
Certain
personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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.
| Dated:
October 24, 2025 |
INHIBITOR
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Francis E. O’Donnell |
| |
Name: |
Francis
E. O’Donnell |
| |
Title: |
Executive
Chairman and CEO |
