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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): April 1, 2026 (March 30, 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 (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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| 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
7.01. |
Regulation
FD Disclosure. |
On
February 24, 2026, Inhibitor Therapeutics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “February
24th Form 8-K”) with the Securities and Exchange Commission (the “Commission”) reporting that it had entered
into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Investor”),
for certain financing (the “Financing”), pursuant to which the Company agreed to sell to the Investor 12,000,000 shares of
its common stock, par value $0.0001 per share (the “Common Stock”) and to issue to the Investor a Common Stock Purchase Warrant
to purchase up to 7,000,000 shares of Common Stock (the “Warrant”), in consideration for the Investor’s investment
of $3,000,000 therefor ($0.25 per share of Common Stock and accompanying Warrant). Descriptions of the SPA and the Warrant are included
in the February 24th Form 8-K, and each are filed as exhibits thereto.
On
March 30, 2026, the Company initiated litigation against the Investor, as a result of the Investor’s failure to complete the Financing
and perform its obligations under the SPA including, without limitation, funding the $3,000,000 investment in the Company provided therein,
after several attempts by the Company to secure the funds from the Investor without litigation. More detailed information relating to
this litigation will be provided by the Company, when it is available, in a subsequent Current Report on Form 8-K to be filed with the
Commission.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
The following exhibit is filed with this report.
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
April 1, 2026 |
INHIBITOR
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Francis E. O’Donnell |
| |
Name: |
Francis
E. O’Donnell |
| |
Title: |
Executive
Chairman and CEO |
