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): ~~December 14~~October 24, ~~2023~~2025 (~~December 12~~October 21, ~~2023~~2025)

Inhibitor Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13467	30-0793665
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~4905~~3014 West ~~South~~Palmira ~~West~~Ave., ~~Shore~~Suite ~~Blvd~~302

Tampa, FL ~~33611~~33629 (813) 864-2562

(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))

☐Title ~~Soliciting~~of ~~material~~each ~~pursuant~~class toTrading ~~Rule~~Symbol(s) ~~14a-12~~Name ~~under~~of ~~the~~each ~~Exchange~~exchange ~~Act~~on ~~(17~~which ~~CFR~~registered ~~240.14a-12)~~None N/A N/A

☐ 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))

Title of each class TradingSymbol(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.

On October ~~December 12~~21, ~~2023~~2025, Inhibitor Therapeutics, Inc. (the “Company”) entered into ana ~~Exclusive~~performance-based ~~License~~master ~~Agreement~~services agreement (the “Agreement”) with ~~Johns~~Frameshift ~~Hopkins~~Management, ~~University~~Inc., a Delaware corporation (the “~~JHU~~Consultant”)., pursuant ~~Pursuant~~ to which the ~~Agreement~~Consultant shall provide the Company with consulting services for biostatistics, ~~JHU~~regulatory, ~~granted~~business todevelopment and strategic consulting in support of Company’s programs in basal cell carcinomas in Gorlin’s syndrome, and related services that the Company may request (the ~~exclusive~~“Services”). ~~worldwide~~The ~~patent~~Consultant’s ~~rights~~program of support will utilize the Company’s proprietary new formulation of itraconazole, with the unvested equity compensation realized only after certain requirements described in the Agreement. Pursuant to athe ~~Granted~~Agreement USthe ~~Patent~~Consultant will provide the Services to the Company, Nowhich 8commenced on October 21,~~980~~ 2025,~~930~~ and ~~entitled~~continues ~~“New~~for ~~Angiogenesis~~an ~~Inhibitors”~~indefinite period until terminated in accordance with the terms of the Agreement, as specified in one or more statements of work (the “~~Patent~~SOW”). The ~~Patent~~term ~~relates~~and toscope ~~the~~of ~~treatment~~each ofproject ~~prostate~~will ~~cancer,~~be ~~basal~~set ~~cell~~forth ~~carcinoma~~in ~~including~~the ~~basal~~applicable ~~cell~~SOW. ~~carcinoma~~As ~~nevus~~consideration for ~~syndrome~~such services, ~~and~~the ~~lung~~Consultant ~~cancer.~~will be compensated at a previously agreed upon rate.

~~Pursuant~~In addition to ~~the~~performance ~~Agreement:~~commitments ~~(i) the~~and ~~Company~~payment has received an exclusive worldwide license to the Patent; (ii) the Company shall pay to JHU an upfront license fee (iii) the Company shall be required to make certain Minimum Annual Royalty (“MAR”) payments to JHU no later than January 1st of each calendar year in accordance with an agreed upon schedule)terms, ~~(iv)~~ the ~~Company~~Agreement ~~shall~~includes becustomary ~~required~~provisions torelating ~~pay~~ to ~~JHU a royalty on cumulative net sales~~confidentiality, ~~with~~indemnification and ~~an additional supplement due where a licensed product is given exclusivity in the U.S. by patent rights~~liability, ~~(v) if~~intellectual the Company enters into any sublicense they will pay to JHU a certain percentage of all consideration received from sublicensee but excluding (i) any consideration received by Licensee for Royalties on Sublicensee Sales (Royalties on Sales by Sublicensees will be treated as if Licensee made the Sale)property, ~~and~~data ~~(ii) any payment of Past Patent Costs or Patent Costs made by Sublicensee to License)~~protection, ~~(vi)~~termination ~~should the Company receive compensation in the form of a voucher~~rights, ~~the~~compliance ~~Company~~with ~~will~~applicable ~~pay~~laws ~~a certain percentage of the sale to JHU~~ and ~~(vii) the~~dispute ~~Company shall be required to pay to JHU certain development-related milestone payments upon the Company meeting each of a series of agreed upon milestones~~resolution. ~~The Agreement contains other customary terms and conditions.~~

~~JHU~~The foregoing ~~has~~description ~~the~~of ~~right to terminate~~ the Agreement ~~upon~~does ~~the~~not ~~occurrence~~purport ofto ~~certain~~be ~~events,~~complete ~~including~~and ~~delinquency~~is qualified in ~~payments,~~its ~~failure~~entirety toby ~~timely~~reference ~~reach~~to ~~milestones,~~the ~~noncompliance~~full ~~with~~text of ~~audit~~the ~~or insurance obligations~~Agreement, orwhich ~~the~~is ~~Company~~filed ~~entering~~as ~~into~~Exhibit ~~voluntary bankruptcy or insolvency~~10.1 ~~The~~to ~~Company~~this ~~may~~Current ~~terminate~~Report ~~the~~on ~~Agreement~~Form ~~without~~8-K ~~cause~~and ~~upon~~is 90incorporated ~~days~~herein ~~advance~~by ~~written notice~~reference.

~~The~~Item ~~preceding~~5.02 isDeparture ~~a summary~~ of ~~the~~Directors ~~Agreement,~~or ~~qualified~~Certain inOfficers; ~~its~~Election ~~entirety~~of byDirectors; ~~reference~~Appointment ~~to the text~~ of ~~the~~Certain ~~Agreement~~Officers; ~~filed~~Compensatory asArrangements anof ~~Exhibit~~Certain ~~to the Company’s Annual Report on Form 10-K for the Fiscal Year end and incorporated by reference herein~~Officers.

~~Item 8~~Effective on October 21, 2025, the Board of Directors (the “Board”) of the Company approved the Inhibitor Therapeutics, Inc.01 2025 ~~Other~~Equity ~~Events~~Incentive Plan (the “2025 Plan”). The material terms of the 2025 Plan are summarized as follows:

~~On December 13, 2023, the Company issued a press release announcing the execution of the License Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.~~ Eligibility

The Administrator may grant awards to any service providers.

Administration

The 2025 Plan will be administered by the Board or one more committees or subcommittees of the Board, which will be comprised of not less than one member (collectively, the “Administrator”). The Administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the 2025 Plan, subject to the 2025 Plan’s express terms and conditions. The Administrator will also set the terms and conditions of all awards under the 2025 Plan, including any vesting and vesting acceleration conditions.

Share Reserve

The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2025 Plan is 20 million shares of common stock.

Types of Awards

The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock- or cash-based awards (collectively, “awards”).

The foregoing description of the 2025 Plan is not complete and is subject to, and qualified in its entirety by, to the full text of the 2025 Plan, a copy of which is attached as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Shareholder Approval

The Company plans to solicit/receive shareholder approval within 12 months of the effective date of adoption of the Plan by the Board. Plan provides that if such approval is not timely received the Plan terminates, as do any awards made thereunder.

Item 9.01

Financial Statements and Exhibits.

(d) The following exhibit is filed with this report.

Exhibit No.		Description of Exhibit
99.1		Press Release dated December 13, 2023, regarding the Exclusive License Agreement by and between Inhibitor Therapeutics, Inc., and Johns Hopkins University
10.1+		Master Services Agreement, dated October 21, 2025
10.2		Inhibitor Therapeutics, Inc. 2025 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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: December 14, 2023			INHIBITOR THERAPEUTICS, INC.
Dated: October 24, 2025	INHIBITOR THERAPEUTICS, INC.
	By:	/s/ Francis E. O’Donnell	~~By:~~	~~/s/ Francis E. O’Donnell~~
				Name: Francis E. O’Donnell
	Name:	Francis E. O’Donnell
				Title: Executive Chairman and CEO
	Title:	Executive Chairman and CEO

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