INTENSITY THERAPEUTICS, INC.

Current report

We may not satisfy the Nasdaq Capital Market’s requirements for continued listing of our common stock. If we cannot satisfy these requirements, the Nasdaq Capital Market could delist our common stock.

Current report

Our common stock is listed on the Nasdaq Capital Market under the symbol “INTS.” To continue to be listed on the Nasdaq Capital Market, we are required to satisfy a number of conditions. As previously disclosed, on May 19, 2025, we received notice from the staff of the Nasdaq Stock Market that we were not in compliance with the minimum stockholders’ equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1), and on June 6, 2025, we received a separate notice that we were not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). We cannot assure you that we will be able to regain compliance with these requirements, which are conditions for continued listing on the Nasdaq Capital Market, or that we will satisfy the Nasdaq Capital Market listing requirements in the future. Our failure to regain compliance with any Nasdaq Listing Rules could result in delisting. If we are delisted from the Nasdaq Capital Market, trading in our shares of common stock may be conducted, if available, on the OTC Market or, if available, via another market. In the event of such delisting, an investor would likely find it significantly more difficult to dispose of, or to obtain accurate quotations as to the value of the shares of our common stock, and our ability to raise future capital through the sale of the shares of our common stock or other securities convertible into or exercisable for our common stock could be severely limited. This could have a long-term impact on our ability to raise future capital through the sale of our common stock.

Current report

Subsequent to June 30, 2025, we raised an additional $6.6 million in net proceeds under the ATM Sales Agreement. Based on the foregoing, as of the date of this filing, we believe that we have at least $2.5 million in stockholders’ equity, which is the minimum amount necessary to evidence compliance with the Equity Rule. We await Nasdaq’s formal confirmation that we have evidenced compliance with the Equity Rule. In any event, the Listing Qualifications Staff of The Nasdaq Stock Market LLC will continue to monitor our compliance with the Equity Rule and if upon the filing of our next periodic report we fail to satisfy the Equity Rule, we may be subject to delisting from Nasdaq.