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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): February 24, 2026 (February 19, 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
1.01. |
Entry
into a Material Definitive Agreement. |
Securities
Purchase Agreement.
On
February 19, 2026, Inhibitor Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“SPA”) with an institutional investor (the “Investor”), for certain financing (the “Financing”),
pursuant to which the Company has 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). The shares of Common Stock sold in the Financing and the shares of Common Stock exercisable, pursuant
to the Warrant will be subject to transfer restrictions under the Securities Act of 1933, as amended (the “Securities Act”),
unless they are registered for resale pursuant to a registration statement, in the future, or sold pursuant to an exemption from registration
under the Securities Act. The Company intends to use the proceeds received by the Company in connection with the Financing for working
capital and general corporate purposes.
The
SPA also includes customary representations, warranties and covenants.
As
of February 24, 2026, the filing date of this Current Report on Form 8-K, the Financing contemplated under the terms and conditions of
the SPA has not yet been closed and funded. The Company expects the Financing to close and fund within a reasonable period of time hereafter.
The
foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the
SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Common
Stock Purchase Warrant.
In
connection with the Financing, the Company will issue the Warrant to the Investor. The Warrant will be exercisable for a period of three
(3) years after issuance at an exercise price of $0.35 per share of Common Stock. If the Warrant is exercised for all 7,000,000 shares
of Common Stock exercisable thereunder, this would result in additional gross proceeds to the Company of $2,450,000. The Warrant will
also provide for customary adjustments upon a reclassification or recapitalization of the shares of Common Stock as, for example, a forward
or reverse stock split.
The
foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of
the Form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Lock-Up
Agreement.
In
connection with the Financing, the Investor executed and entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant
to which it agreed, subject to certain exceptions, not to sell or transfer the shares of Common Stock issued in the Financing or any
shares of Common Stock issued upon exercise of the Warrant, until the earlier of (i) nine (9) months after the execution date of the
SPA or (ii) the date on which there is a Change in Control (as such term is defined in the Lock-Up Agreement) of the Company.
The
foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Lock-Up Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
The following exhibit is filed with this report.
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 4.1 |
|
Form of Common Stock Purchase Warrant |
| 10.1 |
|
Securities Purchase Agreement, dated February 19, 2026 |
| 10.2 |
|
Lock-Up Agreement, dated February 19, 2026 |
| |
|
|
| 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:
February 24, 2026 |
INHIBITOR
THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/
Francis E. O’Donnell |
| |
Name: |
Francis
E. O’Donnell |
| |
Title: |
Executive
Chairman and CEO |
