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): March 523, 2026

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 8.01. Other Events.

On March 523, 2026, Intensity Therapeutics, Inc. (the “Company”) ~~received~~filed a ~~letter~~prospectus ~~from~~supplement ~~The~~to ~~NASDAQ~~increase ~~Stock~~the ~~Market~~capacity of its existing “at-the-market” offering program (the “~~Nasdaq~~ATM”) ~~stating~~to ~~that~~$60.0 million. While this filing increases the ~~Company~~available ~~has~~capacity ~~regained~~under ~~compliance~~the ATM, the Company is under ~~Nasdaq~~no ~~Listing~~obligation ~~Rule~~to ~~5550(a)(2)~~issue any shares (the “~~Minimum~~Shares”) ~~Bid~~pursuant ~~Price~~to ~~Requirement”)~~the byprogram. ~~maintaining~~The aexpanded ~~minimum~~facility ~~closing~~is ~~bid~~intended ~~price~~to ofenhance the Company’s ~~common~~financial ~~stock~~flexibility, ofproviding ~~$1.00~~an ~~per~~efficient ~~share~~mechanism ~~for~~to ~~the~~access ~~last~~capital 10if, ~~consecutive~~and ~~business days~~when, ~~from~~deemed ~~February~~appropriate. ~~19,~~Any ~~2026~~utilization ~~through~~of ~~March~~the 4,ATM ~~2026~~will be at the discretion of the Company, ~~and~~taking ~~that~~into ~~this~~account ~~matter~~prevailing ismarket ~~now~~conditions ~~closed~~and strategic priorities.

As previously disclosed, onthe ~~June~~ATM 6,is ~~2025,~~conducted pursuant to the ~~Company~~at ~~received~~the amarket ~~letter~~offering agreement (the “~~June~~Offering ~~2025 Nasdaq Letter~~Agreement”), ~~from~~dated ~~Nasdaq~~July ~~notifying~~3, 2024, by and among the Company ~~that~~and ~~for~~H.C. Wainwright & Co. LLC (the ~~preceding~~“Sales 30Agent). ~~consecutive~~Accordingly, ~~business~~pursuant ~~days~~to the ~~Company’s~~prospectus ~~common~~supplement, ~~stock~~the ~~did~~amount ~~not~~of ~~maintain~~shares aof ~~minimum~~the ~~closing~~Company’s ~~bid~~common ~~price~~stock, ofpar value $10.000001 per share, asthat ~~required~~the byCompany may issue under the ~~Minimum~~Offering ~~Bid~~Agreement ~~Price~~has ~~Requirement~~been increased to an aggregate of $60.0 ~~The~~million ~~June~~of ~~2025~~Shares. ~~Nasdaq~~There ~~Letter~~can ~~stated~~be no assurance that the ~~Company~~Sales ~~had~~Agent ~~180~~will ~~calendar~~be ~~days,~~able orto ~~until~~complete ~~December~~future 3,placements ~~2025,~~pursuant to ~~demonstrate~~the ~~compliance~~Offering ~~with~~Agreement, ~~the~~even ~~Minimum~~if ~~Bid~~instructed ~~Price~~to ~~Requirement~~do so. OnThe ~~December~~number 4,of ~~2025,~~Shares that the “Company ~~received~~may aultimately ~~second~~sell ~~letter~~under (the ~~“December~~Offering ~~2025~~Agreement, ~~Nasdaq~~if ~~Letter”)~~it ~~from~~chooses ~~Nasdaq~~to ~~stating~~do ~~that~~so, will fluctuate based on a number of factors, including the ~~Company~~market isprice ~~eligible~~of ~~for~~its ancommon ~~additional~~stock ~~180~~during ~~calendar~~the ~~days~~sales period, orthe ~~until~~limits ~~June~~it 1,may ~~2026,~~set in any instruction to ~~regain~~sell ~~compliance~~Shares, ~~with~~and the ~~Minimum~~demand ~~Bid~~for ~~Price~~its ~~Requirement,~~common instock ~~accordance~~during ~~with~~an ~~Nasdaq~~applicable ~~Listing~~sales ~~Rule 5810(c)(3)(A)~~period.

~~Additionally,~~Attached onhereto ~~March~~as 6,Exhibit ~~2026,~~5.1 ~~the~~to ~~Company~~this ~~issued~~Current aReport ~~press~~is ~~release~~the ~~announcing~~opinion ~~that~~of itMintz, ~~regained~~Levin, ~~compliance~~Cohn, ~~with~~Ferris, ~~the~~Glovsky ~~Minimum~~and ~~Bid~~Popeo, ~~Price Requirement~~P.C., Arelating ~~copy~~to of the ~~press~~legality ~~release~~of ~~issued by~~ the ~~Company~~issuance ~~is attached hereto as Exhibit 99.1~~ and issale ~~incorporated~~of bythe ~~reference into this Item 8~~Shares.~~01.~~

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release issued March 6, 2026
5.1						Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
104						Cover Page Interactive Data File (formatted in Inline XBRL).
23.1						Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 6, 2026


	Intensity Therapeutics, Inc.

Date: March 23, 2026	By:	/s/ Lewis H. Bender
		Lewis H. Bender
		Chief Executive Officer

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

[Signature Page to the Form 8-K]

Filing Compare · INTENSITY THERAPEUTICS, INC.