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INTENSITY THERAPEUTICS, INC.

For the period ended Mar 31, 2026. Filed May 7, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

INTS$3.15+5.0%Stored close · as of Nov 9, 2026

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Notes to the Unaudited Condensed Financial Statements

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1. Description of Business

Intensity Therapeutics, Inc. (the “Company”) is a biotechnology company whose treatment approach addresses both the regional and systemic nature of a patient’s cancer. The Company’s DfuseRxSM technology platform has identified a lead drug, INT230-6. The Company is based in Connecticut and was incorporated in Delaware in December 2012.

On February 19, 2026, the Company effected a 1-for-25 reverse stock split (the “Reverse Stock Split”). Every 25 shares of the Company’s issued and outstanding shares of the Company’s common stock were automatically converted into one share of the Company’s common stock. All fractional shares created by the Reverse Stock Split were paid in cash. The Reverse Stock Split has no impact on the par value per share of the Company’s common stock which remain at $.0001. All holders of options and warrants had the exercise price multiplied by 25 and the number of shares issuable upon exercise divided by 25. All current and prior period amounts related to shares, share prices and loss per share, presented in the Company’s financial statements and the accompanying notes have been restated for the Reverse Stock Split.

Note 2. Liquidity and Plan of Operation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern.

The Company is a research and development company and has not generated any revenue from its product candidates. The Company has experienced net losses and negative cash flows from operations each year since its inception. Through March 31, 2026, the Company has an accumulated deficit of $80.8 million. The Company’s operations have been financed primarily through the sale of equity securities and convertible notes. The Company’s net loss for the three months ended March 31, 2026 was $2.4 million. The Company expects to incur significant expenses to complete development of its product candidates. The Company may never be able to obtain regulatory approval for the marketing of any of its product candidates in the United States or internationally and there can be no assurance that the Company will generate revenues or ever achieve profitability. The Company does not expect to receive significant product revenue in the near term. The Company, therefore, expects to continue to incur substantial losses for the foreseeable future.

Cash and cash equivalents totaled $10.2 million as of March 31, 2026. Until such time the Company can generate substantial product revenue, the Company plans to finance its operations through a combination of equity offerings and convertible debt financings. The Company does not have any committed external source of funds. To the extent that the Company can raise additional capital through the sale of equity or convertible debt securities, the ownership interest of the Company stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of the common stockholders. If the Company is unable to raise additional funds through equity or debt financings when needed, the Company may be required to delay, limit, reduce or terminate its research and product development.

Based on the cash and cash equivalents as of March 31, 2026, the Company's ability to continue its operations thereafter is dependent on obtaining additional capital, which is not within the Company's control. As a result, the Company believes there is substantial doubt about its ability to continue as a going concern.

Note 3. Basis of Presentation and Summary of Significant Accounting Policies

Basis of presentation

The interim condensed financial statements included herein are unaudited. In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of the Company at March 31, 2026, and its results of operations and its cash flows for the three months ended March 31, 2026 and 2025. The interim results of operations are not necessarily indicative of the results to be expected for a full year. These interim unaudited financial statements should be read in conjunction with the audited financial statements for the years ended December 31, 2025 and 2024 and notes thereto. The accompanying financial statements have been prepared in accordance with GAAP and reflect the operations of the Company. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations of the Securities and Exchange Commission relating to interim financial statements.

The December 31, 2025 balance sheet information was derived from the audited financial statements as of that date. The Company neither owns nor controls any subsidiary companies.

The significant accounting policies used in preparation of the condensed consolidated financial statements are disclosed in our 2025 Annual report, and there have been no changes to the Company's significant accounting policies during the three months ended March 31, 2026.

Stock-based compensation

The Company accounts for stock-based compensation to employees and non-employees, which consists of stock option grants, through the Statements of Operations based on their fair values at the date of grant.

The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur.

The Company had been a private company and lacked company-specific historical and implied volatility information for its shares. Therefore, the Company estimated its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price.

Research and development costs

The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, consultants, contract research organizations (“CRO”), and contract manufacturing organizations (“CMO”) in connection with conducting research and development activities. The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts.

Research and development costs are expensed in the period in which they are incurred. External costs consist primarily of payments to outside consultants, third-party CROs, CMOs, clinical trial sites and central laboratories in connection with the Company’s clinical manufacturing and clinical development activities. External expenses are recognized based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers or its estimate of the level of service that has been performed at each reporting date. The Company tracks external costs based on research and development initiative, including preclinical, individual clinical study, and manufacturing for our product candidate. Internal costs consist primarily of employee-related costs and costs related to compliance with regulatory requirements. The Company does not track internal or consulting costs by research and development initiative because these costs are deployed across multiple programs and, as such, are not separately classified.

The Company makes estimates of accrued expenses as of each balance sheet date based on facts and circumstances known at that time. The Company periodically confirms the accuracy of its estimates with the service providers and makes adjustments if necessary. The significant estimates in its accrued research and development expenses include the costs incurred for services performed by vendors in connection with research and development activities for which the Company has not yet been invoiced.

In July 2024, the Company initiated a Phase 3 open-label, randomized study for certain soft tissue sarcoma subtypes, which is expected to span several years. In connection with this study, the Company recorded an advance payment of $1.7 million in December 2023, which will be applied to future invoices during and at the end of the study. As of both March 31, 2026 and December 31, 2025, the advance payment balance was $1.2 million, and was recorded in Other Assets in the Balance Sheet.

Basic and dilutive loss per share

Basic net loss per share is determined using the weighted average number of shares of common stock outstanding during each period. Dilutive net loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options and stock warrants, which would result in the issuance of incremental shares of common stock. The computation of diluted net loss per share does not include the conversion of securities that would have an anti-dilutive effect. Potential shares of common stock issuable upon the exercise of stock options and warrants are excluded from the computation of diluted weighted average shares outstanding listed in the table below because, when the Company is in a net loss position, they are anti-dilutive. There were no preferred shares outstanding at March 31, 2026 and 2025.

As of March 31, 2026 and 2025, the following shares of common stock underlying options and warrants were excluded from the computation of diluted weighted average shares outstanding:

March 31,
20262025
Options outstanding160,428101,723
Warrants outstanding338,09881,663
498,526183,386

Recently issued pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as subsequently amended by ASU 2025-01 to clarify the effective date, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented in the statement of operations. The guidance in this ASU is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and interim periods in fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial statement disclosures.

Note 4. Cash and Cash Equivalents

Cash and cash equivalents consisted of the following (in thousands):

March 31,2026December 31,2025
Savings and checking accounts at major U.S. financial institutions$867$86
U.S. Treasury securities money market fund9,37811,835
Total$10,245$11,921

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

March 31,2026December 31,2025
Prepaid insurance$405$573
Prepaid research and development costs1852
Prepaid other238163
Total$661$788

Note 6. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

March 31,2026December 31,2025
Accrued research and development costs$281$634
Accrued employee compensation-related expenses917800
Accrued other37698
Total$1,574$1,532

Note 7. Stockholders’ Equity

At The Market Offering Agreement

On July 3, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may sell and issue, from time to time, up to $15.0 million of shares of its common stock (the “Shares”) through Wainwright as the Company’s sales agent. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement pursuant to its terms.

On March 23, 2026, the Company filed a prospectus supplement to adjust the maximum the Company may sell and issue under the Sales Agreement to $60.0 million of its Shares (“ATM Adjustment”), not including the Shares previously sold under the Sales Agreement.

Since inception through March 31, 2026, the Company has issued 1,297,655 shares of common stock under the ATM Sales Agreement for net proceeds of $11.5 million, all of which occurred prior to the ATM Adjustment date. For the three months ended March 31, 2026, the Company issued 16,154 shares of common stock under the Sales Agreement for net proceeds of $0.2 million. As of March 31, 2026, the Company may issue and sell up to $60.0 million of Shares remaining under the Sales Agreement.

April 2025 Public Offering

On April 24, 2025, the Company commenced a best efforts public offering (the “April 2025 Offering”) of an aggregate of (i)125,333 shares (the “Shares”) of the Company’s common stock, (ii)125,333 Series B-1 Common Warrants (the “Series B-1 Common Warrants”) to purchase up to 125,333 shares of common stock (the “Series B-1 Common Warrant Shares”), (iii)125,333 Series B-2 Common Warrants (the “Series B-2 Common Warrants” and together with the Series B-1 Warrants, the “Warrants”) to purchase up to 125,333 shares of common stock (the “Series B-2 Common Warrant Shares” and together with the Series B-1 Common Warrant Shares, the “Warrant Shares”). In connection with the April 2025 Offering, the Company entered into a Securities Purchase Agreement on April 24, 2025 with certain institutional investors participating in the April 2025 Offering. The April 2025 Offering closed on April 28, 2025. Each Share was sold together withone Series B-1 Common Warrant to purchaseone share of common stock andone Series B-2 Common Warrant to purchaseone share of common stock. The combined offering price for each Share and accompanying Warrants was $18.75. Each Warrant has an exercise price of $21.25 and was immediately exercisable upon issuance. The Series B-1 Common Warrants will expire on thefive-year anniversary of the date of issuance, and the Series B-2 Common Warrants will expire on theeighteen-month anniversary of the date of issuance. The Company raised an aggregate of $2.35 million in the April 2025 Offering, and net proceeds of the April 2025 Offering, after deducting the fees and expenses were approximately $1.9 million.

June 2025 Public Offering

On June 11, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and between ThinkEquity LLC (the “Underwriter”) relating to the issuance and sale of an aggregate of 267,000 shares (the “Firm Shares”) of the Company’s common stock, to the Underwriter at a price to the public of $7.50 per share (the “June 2025 Offering”). Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriter a 45-day option to purchase up to an additional 40,050 shares of common stock in the June 2025 Offering (the “Option Shares” and together with the Firm Shares, the “Shares”). The Underwriter exercised its option in full to purchase the 40,050 Option Shares at the public offering price on June 12, 2025. The June 2025 Offering, including the exercise of the Underwriter’s over-allotment option, closed on June 13, 2025. All of the Shares were sold by the Company. Pursuant to the Underwriting Agreement, the Company also agreed to issue to the Underwriter and/or its designees warrants to purchase up to 15,352 shares of common stock (the “Representative’s Warrants”), which equals 5% of the Shares purchased in the June 2025 Offering, such warrants to be exercisable as set forth in the Representative’s Warrant Agreement. The net proceeds to the Company from the June 2025 Offering, including the exercise of the Underwriter’s over-allotment option, were approximately $1.8 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.

October 2025 Registered Direct Offering

On October 30, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Institutional Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Institutional Investor,200,000 shares of common stock to the Investor, at a price of $20.00 per share, for aggregate gross proceeds of approximately $4.0 million (the “October 2025 Offering”). The net proceeds from the October 2025 Offering, after deducting the placement agent’s fees and related offering expenses, were approximately $3.6 million.

Note 8. Stock Based Compensation

The Company has a 2013 Stock Option Plan (the “2013 Plan”), which is administered by the Compensation Committee. Under the 2013 Plan, stock options to purchase shares of common stock could be granted to eligible employees, officers, directors and consultants of the Company.

In 2021, the Company replaced the 2013 Plan with the 2021 Stock Incentive Plan (the “2021 Plan”), authorizing the granting of equity awards for the issuance of up to 120,000 shares of common stock. Upon adoption of the 2021 Plan, no more shares would be issued under the 2013 Plan. Starting on January 1, 2022, the shares authorized under the 2021 Plan shall have an annual increase of the lessor of (a)3.5% of the aggregate number of shares of common stock outstanding on the final day of the preceding calendar year, or (b) such smaller amount as determined by the Board. On January 1 of 2023, 2024, 2025 and 2026, an additional 9,548,19,193,21,172 and 88,357 shares, respectively, were authorized under the 2021 Plan. As of March 31, 2026,126,648 shares were available for issuance under the 2021 Plan.

The Company recorded total stock-based compensation for its outstanding stock options and warrants in its Statements of Operations as follows (in thousands):

Three Months Ended March 31,
20262025
Research and development$148$160
General and administrative239275
Total stock-based compensation expense$387$435

Stock options

For the three months ended March 31, 2026 and 2025, the Company did not issue stock options.

The following table summarizes the activity for stock options under the 2013 and 2021 Plans for the three months ended March 31, 2026:

OptionsWeighted-Average Exercise PriceWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2025160,428$102.467.8$—
Issued—$—
Exercised—$—
Forfeited and cancelled—$—
Outstanding at March 31, 2026160,428$102.467.6$—
Exercisable at March 31, 202686,450$149.116.5$—

All options expire 10 years from date of grant. Options outstanding begin to expire in June 2026. Options that were granted to employees and consultants have vesting periods that vary by award to recipient and range from immediate vesting to a period of up to 4 years.

As of March 31, 2026, total unrecognized compensation cost related to options was approximately $2.4 million and is expected to be recognized over the remaining weighted average service period of 1.9 years.

Warrants

For the three months ended March 31, 2026 and 2025, the Company did not issue warrants.

The following table summarizes the activity for warrants for the three months ended March 31, 2026:

WarrantsWeighted-Average Exercise PriceWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2025339,298$40.113.0$13
Issued—$—
Exercised—$—
Forfeited and cancelled(1,200)$312.50
Outstanding at March 31, 2026338,098$39.142.7$—
Exercisable at March 31, 2026337,477$38.942.7$—

All warrants outstanding are exercisable for purchase of common stock.

As of March 31, 2026, total unrecognized compensation cost related to warrants was approximately $0.1 million and is expected to be recognized over the remaining weighted average service period of 1.5 years.

Note 9. Leases

In July 2023, the Company signed a 5.5-year lease for approximately 2,700 square feet of office space in Shelton, Connecticut.

Rent expense for both the three months ended March 31, 2026 and 2025 was approximately $9,000. Cash paid for operating leases for the three months ended March 31, 2026 and 2025 was approximately $18,000 and $17,000, respectively.

The following table summarizes the balance sheet classification of the operating lease asset and related lease liabilities as of March 31, 2026 and December 31, 2025 (in thousands):

March 31,2026December 31,2025
Right-of-use asset, net$89$96
Lease liability, current portion3231
Lease liability, net of current portion7079
$102$110

The following variables were used to determine the right-of-use asset and the operating lease liabilities at March 31, 2026 and 2025:

March 31,2026March 31,2025
Weighted average remaining lease term2.9 years3.9 years
Weighted average operating lease discount rate6.4%6.4%

Future minimum lease payments under the lease agreement as of March 31, 2026 were as follows (in thousands):

Year ended
2026 (remainder of year)$28
202739
202839
20297
Total lease payments113
Less: Amounts representing interest(11)
Present value of lease liabilities$102

Note 10. Other Uncertainties

The Company holds patents in Russia and Israel, both of which are currently involved in military action. The outcomes of these military actions could impact our ability to maintain and protect these patents.

Note 11. Related Parties

In April 2024, the Company entered into a non-material agreement with a service organization controlled by a board member. For the three months ended March 31, 2026 and 2025, the Company expensed $38,260 and $1,800, and paid $25,038 and $1,800 to the service organization for services performed, which is recognized in research and development expenses on the statement of operations. As of March 31, 2026, the Company recognized $15,022 in accounts payable.

Note 12. Segments

The Company has a single segment and allocates resources based on cash resources and operating expense projections. The table below summarizes the significant expense categories regularly reviewed by the Company’s president and chief executive officer, who is the Company’s chief operating decision maker (“CODM”), for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,
20262025
Research and development expenses:
Clinical trial expenses:
INVINCIBLE-3 Study (Phase 3 Sarcoma)(a)$493$1,596
INVINCIBLE-4 Study (Phase 2 Breast)(b)11863
Other clinical trial expenses2—
Clinical trial expenses6131,659
Contract manufacturing3324
Salaries and benefits related329329
Consulting & Other(c)7117
Stock-based compensation149160
Research and development expenses1,1952,189
General and administrative expenses:
Salaries and benefits related281230
Legal fees161167
Audit fees8877
Consulting195196
Insurance169157
Other(d)198103
Stock-based compensation239275
General and administrative expenses1,3311,205
Loss from operations(2,526)(3,394)
Other segment items(e)9247
Net loss$(2,434)$(3,347)

(a)In March 2025, the Company paused new site activations and patient enrollments due to funding constraints.

(b)In September 2025, the Company paused new patient enrollment to revise the dosing regimen for patients receiving INT230-6.

(c)Consulting & Other includes research and development consulting costs and travel-related costs.

(d)Other includes facility expenses, office supplies, computer and software related costs, public relations costs, and travel-related costs.

(e)Other segment items include interest income, interest expense, and foreign exchange gains and losses.

Note 13. Subsequent Events

ATM Sales Agreement Issuances

Subsequent to March 31, 2026, the Company issued 124,553 shares of common stock under the Sales Agreement for net proceeds of $0.6 million.

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