INTENSITY THERAPEUTICS, INC. 8-K

What Happened
Intensity Therapeutics, Inc. (INTS) held its annual meeting via live webcast on June 16, 2026. A quorum was present with 1,079,494 shares represented (≈40.74% of outstanding). Stockholders elected two Class III directors (Dr. Emer Leahy and Lewis H. Bender), ratified EisnerAmper LLP as the independent auditor for fiscal 2026, approved an increase of 150,000 shares to the 2021 Stock Incentive Plan, and approved an increase of 25,000 shares to the 2024 Employee Stock Purchase Plan (ESPP). The meeting also ratified authority to adjourn if needed to solicit additional proxies.

Key Details

• Meeting date and format: June 16, 2026, held via live webcast; quorum with 1,079,494 shares (≈40.74%) represented.
• Director elections: Dr. Emer Leahy — For: 416,613; Withheld: 19,465; broker non-votes: 643,416. Lewis H. Bender — For: 422,149; Withheld: 13,929; broker non-votes: 643,416.
• Auditor ratification: EisnerAmper LLP approved as independent registered public accounting firm for the year ending Dec 31, 2026 — For: 1,024,971; Against: 4,852; Abstain: 49,671.
• Equity plan amendments approved: 2021 Stock Incentive Plan increased by 150,000 shares (For: 363,563; Against: 69,252; Abstain: 3,263; broker non-votes: 643,416). 2024 ESPP increased by 25,000 shares (For: 407,404; Against: 25,350; Abstain: 3,324; broker non-votes: 643,416).
• Adjournment authority: Stockholders approved the ability to adjourn the meeting to solicit more proxies if necessary (For: 939,304; Against: 126,814; Abstain: 13,376).

Why It Matters

• Governance: Re-election of two directors, including CEO Lewis H. Bender, confirms current leadership and board composition.
• Auditor continuity: Ratifying EisnerAmper LLP establishes the firm responsible for auditing fiscal 2026 financials.
• Shareholder dilution: The approved increases (150,000 shares to the incentive plan; 25,000 shares to the ESPP) expand the pool of shares available for grants and employee purchases—important for potential future dilution and compensation expense, though the increases are relatively modest in size.
• Voting participation: Only ~40.7% of shares voted, with large broker non-votes on certain matters, which can affect outcomes for routine vs. contested proposals.

Signed disclosure: Form 8-K filed June 16, 2026, signed by CEO Lewis H. Bender.