[8-K] INTENSITY THERAPEUTICS, INC. Reports Material Event

Rhea-AI Filing Summary

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.

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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): October 22, 2025

Intensity Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41109

46-1488089

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Enterprise Drive, Suite 430 Shelton, CT						06484-4779
(Address of Principal Executive Offices)						(Zip Code)

(203) 221-7381

(Registrant’s Telephone Number, Including Area Code)

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 Instructions A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 Exchange on Which Registered:

Common Stock, $0.0001 par value per share

INTS

The Nasdaq Stock Market LLC

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 x

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 5.07 Submission of Matters to a Vote of Security Holders.

On October 22, 2025, Intensity Therapeutics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting") via live webcast. At the Special Meeting, 22,869,562 shares of common stock, or approximately 46.61% of the outstanding shares of common stock entitled to vote, were represented by proxy or in person, representing a quorum.

At the Special Meeting, the stockholders of the Company voted as set forth below on two proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 9, 2025. The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:

Proposal 1. Reverse Stock Split.

The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock by a ratio of not less than one-for-five and not more than one-for-thirty (the “Reverse Stock Split”), with the exact ratio to be set within this range by the board of directors in its sole discretion (without reducing the authorized number of shares of common stock) and with the board of directors able to elect to abandon such proposed amendment and not effect the Reverse Stock Split authorized by the Company’s stockholders in its sole discretion.

For						Against						Abstain
18,333,570						4,508,502						27,490

Proposal 2. Adjournment.

The approval of the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposal 1.

For						Against						Abstain
18,869,741						3,893,779						106,042

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 23, 2025

			Intensity Therapeutics, Inc.
			By:			/s/ Lewis H. Bender
						Name:			Lewis H. Bender
						Title:			Chief Executive Officer