INTENSITY THERAPEUTICS INC SEC Filings

Intensity Therapeutics (NASDAQ: INTS) filed its Q3 2025 10‑Q, showing lower operating spend and continued reliance on equity financing while advancing its clinical programs. Cash and cash equivalents were $7.1 million as of September 30, 2025, up from $2.6 million at year‑end, driven by an at‑the‑market program and public offerings. Q3 net loss was $2.7 million with operating expenses of $2.7 million as R&D and G&A declined year over year. For the nine months, net loss totaled $8.6 million and operating cash use was $6.8 million.

The company paused enrollment in its Phase 3 INVINCIBLE‑3 sarcoma study in March 2025 due to funding constraints and paused new enrollment in the Phase 2 INVINCIBLE‑4 TNBC study in September 2025 to revise dosing. Subsequent to quarter‑end, INTS raised $2.0 million net via ATM and $4.0 million gross in a registered direct offering. Management states available capital is expected to fund current operations until the end of the first quarter of 2027, yet the filing notes substantial doubt about continuing as a going concern given the need for additional financing. Shares outstanding were 49,068,621 as of September 30, 2025; 60,064,965 as of November 5, 2025.

Intensity Therapeutics (INTS) launched a primary offering of 5,000,000 shares of common stock directly to an institutional investor at $0.80 per share under a Rule 424(b)(5) prospectus supplement. Gross proceeds are $4.0 million, with a 7.0% placement fee to A.G.P./Alliance Global Partners and estimated net proceeds of approximately $3.6 million after fees and expenses.

The company plans to use the funds for the advancement of clinical trials, working capital and general corporate purposes. This is a reasonable best efforts transaction; A.G.P. is acting as sole placement agent and is not purchasing the securities. Delivery is expected on or about November 3, 2025. Shares outstanding were 54,998,965 as of October 30, 2025, and are expected to be 59,998,965 after the offering. INTS last closed at $1.32 per share on October 30, 2025.

Intensity Therapeutics (INTS) entered a securities purchase agreement for a registered direct offering of 5,000,000 shares of common stock at $0.80 per share, for $4.0 million in aggregate gross proceeds. The shares are being offered off the company’s Form S-3 (File No. 333-280681), declared effective on July 11, 2024.

The transaction is expected to close on or about November 3, 2025, subject to customary closing conditions. The company engaged A.G.P./Alliance Global Partners as placement agent and agreed to pay a cash fee equal to 7.0% of gross proceeds and reimburse documented out-of-pocket expenses, including legal fees up to $50,000. The purchase agreement includes customary terms and a 30-day restriction on issuing or selling additional common stock or common stock equivalents following closing.

On October 31, 2025, the company announced pricing via a press release incorporated as an exhibit.

Intensity Therapeutics (INTS) reported voting results from its October 22, 2025 special meeting. Stockholders approved an amendment allowing a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-30. The board may set the exact ratio in its sole discretion, may choose not to effect the split, and the action will not reduce the authorized number of common shares.

A quorum was present with 22,869,562 shares represented, or 46.61% of shares entitled to vote. Proposal 1 (reverse split authorization) passed with 18,333,570 For, 4,508,502 Against, and 27,490 Abstain. Proposal 2 (potential adjournment) was also approved with 18,869,741 For, 3,893,779 Against, and 106,042 Abstain.

Intensity Therapeutics (INTS) is soliciting stockholder approval for an amendment to implement a Reverse Stock Split and an adjournment proposal. As of the Record Date there were 49,055,462 shares outstanding; a quorum requires holders of at least 16,351,821 shares. The proposed Reverse Stock Split would proportionally reduce outstanding shares to between 9,811,092 and 1,635,182 shares depending on the split ratio chosen, and would increase the number of authorized but unissued shares. The board unanimously recommends a vote FOR the Amendment Proposal.

The proxy explains effects on fractional shares (cash paid in lieu), adjustments to options/warrants, no change to par value ($0.0001), and potential dilution from future issuances. The company notes capital needs and intends to seek additional financing, including an At-The-Market agreement with H.C. Wainwright. The filing summarizes U.S. federal income tax consequences, including that cash for fractions may generate capital gain or backup withholding.

Intensity Therapeutics (INTS) is asking shareholders to approve an amendment to implement a reverse stock split within a split ratio range set by the board, intended to reduce outstanding shares and potentially raise the per-share market price. The statement notes the closing price on August 27, 2025 was $0.3019 and explains the reverse split would increase the number of authorized but unissued shares, permit the board to issue additional shares without further stockholder action (subject to applicable rules), and provide cash in lieu of fractional shares.

The proxy explains voting mechanics (quorum = holders of at least one-third of voting power), vote thresholds (Amendment requires more FOR than AGAINST, with differing effects if Nasdaq listing conditions are met), tax treatment (generally non-recognition of gain or loss for U.S. Holders except for cash in lieu of fractional shares), and operational effects including adjustments to options/warrants, unchanged par value ($0.0001), and new CUSIP. The board unanimously recommends a vote FOR. The company also discloses it needs substantial additional funding and intends to raise capital via equity (including an At The Market agreement with H.C. Wainwright & Co.) or debt, warning failure to secure funding could materially affect operations.

Schedule 13G/A filed for Intensity Therapeutics, Inc. (INTS) reports that Armistice Capital, LLC and Steven Boyd collectively beneficially own 1,237,113 shares of the issuer's common stock, representing 2.56% of the class. The filing states Armistice Capital is the investment manager of the Master Fund, the direct holder of the shares, and that Armistice exercises shared voting and dispositive power over the reported shares. Mr. Boyd, as managing member, is likewise reported with shared voting and dispositive power. The Master Fund disclaims direct beneficial ownership due to its Investment Management Agreement.

Intensity Therapeutics amended its bylaws to change the quorum for stockholder meetings from a majority to at least one-third of the voting power, whether present in person, by remote communication, or represented by proxy. The Board adopted the amendment effective August 12, 2025 and filed the full text as Exhibit 3.1. Separately, Nasdaq notified the company that it was not in compliance with the $2,500,000 stockholders' equity requirement, the company raised approximately $6.6 million in July through an at-the-market offering, and its quarterly report for the period ended June 30, 2025 states it believes it meets the equity requirement. Nasdaq has determined the company currently complies but warned that failure to evidence compliance at the next periodic report could lead to delisting procedures.