INTENSITY THERAPEUTICS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, to allow timely decisions regarding required disclosure. 89 Table of Contents Disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired controls. As of December 31, 2025, we carried out an evaluation over the effectiveness of the design and operation of our disclosure controls and procedures defined above. Based upon that evaluation, we have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at a reasonable assurance level. Limitations on the Effectiveness of Controls Our management recognizes that any set of controls and procedures, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls. For these reasons, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for us. Internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. Management conducted an evaluation of the effectiveness, as of December 31, 2025, of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Changes in Internal Control over Financial Reporting There have been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION On December 5, 2025 , Lewis Bender , our President and Chief Executive Officer and Chairman of our board of directors, adopted a “Rule 10b5-1 trading arrangement” that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1(c)”) for the sale of up to 350,000 shares of our Common Stock. The duration of the trading arrangement is from March 16, 2026 until November 13, 2026 . On December 5, 2025 , Joseph Talamo , our Chief Financial Officer , adopted a “Rule 10b5-1 trading arrangement” that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 290,952 shares of our Common Stock. The duration of the trading arrangement is from March 16, 2026 until November 13, 2026 . On December 5, 2025 , John Wesolowski , our Chief Accounting Officer and Controller , adopted a “Rule 10b5-1 trading arrangement” that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 90 Table of Contents 171,936 shares of our Common Stock. The duration of the trading arrangement is from March 16, 2026 until November 13, 2026 . During the quarter ended December 31, 2025, none of our non-employee directors adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Rule 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 91 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the name, age and position of our directors and executive officers as of March 1, 2025. Name Age Position Lewis H. Bender 67 President, Chief Executive Officer and Chairman of the Board Joseph Talamo 57 Chief Financial Officer John Wesolowski 66 Principal Accounting Officer and Controller Emer Leahy 60 Director Mark A. Goldberg 66 Director Daniel Donovan 61 Director Thomas I. H. Dubin 64 Director Executive Officers Lewis H. Bender is our founder and has served as our President and Chief Executive Officer since April 2012. Prior to our founding, Mr. Bender was the CEO of publicly traded (AMEX & OTC) Interleukin Genetics, Inc. from 2008 until 2012. Interleukin was a personalized medicine company. Mr. Bender was successful in raising capital for us via a direct placement with institutional investors and partnered with the insurance industry for development of an IG product. Prior to joining Interleukin Genetics, Mr. Bender held numerous positions at Emisphere Technologies, Inc. at the time a publicly traded (Nasdaq) drug delivery company specializing in the development of oral delivery of poorly absorbed molecules. While at Emisphere from 1993 to December 2007, Mr. Bender held positions including Interim President & CEO, Chief Technology Officer, Senior Vice President of Business Development, and Vice President of Manufacturing and Process Development. Mr. Bender has over 26 years of biotech and pharmaceutical executive management experience. He has led development teams taking products from discovery to Phase 3 for compounds using novel drug delivery techniques. Mr. Bender has a both a BS and MS in Chemical Engineering from The Massachusetts Institute of Technology (MIT), an MBA from the University of Pennsylvania’s Wharton School, and an MA in International Studies also from the University of Pennsylvania. He is fluent in French and German. We believe that Mr. Bender’s immense experience in the biomedical and pharmaceutical industries, including at several publicly traded companies, qualifies him to serve on our Board. Joseph Talamo has served as our Chief Financial Officer since December 2023. Prior to joining the Company, from August 2020 until November 2023, Mr. Talamo served as Senior Vice President and Chief Financial Officer of HiberCell, Inc., a clinical-stage biotechnology company developing therapeutics to address cancer relapse and metastasis. From June 2011 until July 2020, Mr. Talamo was employed by Lisata Therapeutics, Inc. (formerly known as Caladrius Biosciences, Inc.) where he served in various roles, including Corporate Controller and Chief Accounting Officer, and then later as the Company’s Senior Vice President and Chief Financial Officer. Mr. Talamo received a B.B.A. in Accounting from Hofstra University, and an M.B.A. in Finance from Hofstra University. Mr. Talamo is a Certified Public Accountant in the State of New York. John Wesolowski has served as our Principal Accounting Officer and Controller since March 2017. In addition, Mr. Wesolowski served as our Interim Chief Financial Officer from June 2023 until December 2023. Prior to joining Intensity Therapeutics, from 1998 to 2016 Mr. Wesolowski was Director of Costing in the Yale University Controller’s office. In that role Mr. Wesolowski conducted financial reporting, property tax management, was responsible for calculations of overhead and benefit rates, and was involved in numerous special projects related to accounting process and controls. Also, at Yale, he was involved in financial reporting and the accounting matters related to clinical trials and other organized research. Prior to joining Yale Mr. Wesolowski was the Vice President and Controller for Automatic Fastener Corporation in Branford, CT from 1988 to 1998. In this role, Mr. Wesolowski oversaw all accounting, purchasing and human resource functions. John also has 5 years of experience in public accounting and auditing from working at KMG Main Hurdman, now KPMG. Mr. Wesolowski received a Bachelor of Science in Finance from The Pennsylvania State University (Penn State at University Park) and an MBA from the University of Connecticut in Management Science. He is a Certified Public Accountant since 1983. 92 Table of Contents Non-Employee Directors Dr. Emer Leahy has served on our board of directors since June 2016. Dr. Leahy received her Ph.D. in Neuropharmacology from University College Dublin, Ireland and her MBA from Columbia University. She has been with PsychoGenics Inc., a preclinical CNS service company, since 1999 and is currently serving as its Chief Executive Officer and Director. Prior to her appointment as the Chief Executive Officer in 2020, she was the vice president of business development. Dr. Leahy is also the Chief Executive Officer of PGI Drug Discovery LLC, since its founding in 2011, a company engaged in psychiatric drug discovery with multiple partnered clinical programs including one in Phase III. Dr. Leahy also serves as Chief Executive Officer of Axelyra Therapeutics, a start up CNS discovery and development company, since 2025. Additionally, Dr. Leahy served as a Board member and a member of both the compensation committee and the audit committee of Bright Minds Biosciences Inc. (NASDAQ: DRUG), a biotech company, until April 2022, a Board member, Chair of the Compensation committee and a member of the Audit and Governance committees of Pasithea Therapeutics, Inc. (NASDAQ: KTTA), a biotech company, since 2021, and a Board member of Prostate Theranostics, a private drug discovery company, since 2025. Dr. Leahy has more than 30 years of experience in drug discovery, clinical development and business development for pharmaceutical and biotechnology companies, including extensive knowledge of technology assessment, licensing, mergers and acquisitions, and strategic planning. She is an Adjunct Associate Professor of Neuroscience position at Mount Sinai School of Medicine since 2017. Dr. Leahy served on the Emerging Companies Section Governing Board of the Biotechnology Industry Organization, the Business Review Board for the Alzheimer’s Drug Discovery Foundation, and the Scientific Advisory Board of the International Rett Syndrome Foundation. She currently serves as a Board member of BioNJ since 2020, and served as Chair of the Board of Trustees between 2024 and 2026. She is a recent finalist in the NJ Chapter of the EY Entrepreneur of the Year. We believe that Dr. Leahy is qualified to serve as a member of our board of directors due to her extensive pharmaceutical, biotechnology and business background. Dr. Mark A. Goldberg has served as a member of our board of directors since May 2018. Since January 2026, Dr. Goldberg has served as Operating Partner of Arsenal Capital Management, a specialized private equity firm in the industrials and healthcare sectors. Since 2019, Dr. Goldberg has served as Chairman of Allucent, a global mid-sized clinical research organization, and has also served as Chief Executive Officer between 2019 and 2024. Dr. Goldberg has also served as the Executive Chairman of Thread, a decentralized research and electronic clinical outcome assessment provider, between 2019 and 2024. Previously, Dr. Goldberg has served as President and COO of PAREXEL International, one of the world’s largest global biopharmaceutical service providers, with consolidated revenue of approximately $2.4 billion in 2017, over 18,000 employees, and 86 locations in 51 countries. He was responsible for overseeing all revenue generating business segments including Clinical Research Services, PAREXEL Informatics, and PAREXEL Consulting as well as sales, marketing, corporate quality, and information technology. Dr. Goldberg helped to pioneer PAREXEL’s strategic partnering approach with some of the world’s leading pharmaceutical companies and to build out the company’s global infrastructure, particularly in the Asia Pacific region, through both organic growth and acquisitions. Earlier in his PAREXEL career, he founded the company’s Medical Imaging business and helped establish its technology subsidiary, PAREXEL Informatics. Dr. Goldberg holds a BS degree in computer science from MIT and an MD from the University of Massachusetts Medical School. He completed residency training in Radiology at Massachusetts General Hospital, where he also served as Chief Resident and a staff physician with academic appointments at Harvard Medical School. We believe that Dr. Goldberg is qualified to serve as a member of our board of directors because of his medical background, extensive experience in the pharmaceutical services industry, and having served as a named officer of a public company. Daniel J. Donovan has served as a member of our board of directors since January 2023. Mr. Daniel Donovan is an entrepreneur with extensive experience within the biotech industry. Since 2014 to present he has been the Chief Executive Officer of rareLife Solutions, Inc., a company creating the connections to engage, unify, and amplify the voices of patients, advocates, and caregivers to inform and accelerate the development and commercialization of emerging treatments especially in rare diseases. Dan was a member of the Board of Directors and Chief Business Officer at Cancer Prevention Pharmaceuticals (CPP), a late-stage pharmaceutical development company with compounds targeted at several rare diseases. Prior to rareLife and CPP, Dan established Envision Pharma in 2001, serving as President through June 2011. He was the visionary behind the creation and development of Datavision, the market leader in medical publications technology. Envision Pharma was acquired by the United BioSource Corporation (UBC) in April 2008. At UBC Mr. Daniel Donovan was Senior Vice President Strategy and Market Development. Dan began his career at Pfizer serving in a variety of positions of increasing responsibility, ranging from sales to market research and marketing in the US domestic and international market place, culminating in his position as Director and European Team Leader. During his time at Pfizer, he played a pivotal role in the commercialization of some of the pharmaceutical industry’s most successful product launches. Dan earned a Bachelor of Science degree in Finance at Lehigh University. We believe that Mr. Donovan is qualified to serve as a member of our board of directors because of his background in cancer and rare disease, finance, drug development, patient advocacy and small company board. 93 Table of Contents Thomas I. H. Dubin has served on our board of directors since May 2024. Mr. Dubin is a pharmaceutical executive and attorney. Over the past five years, he has served as an advisor and board member to various biopharma and other companies. From 2001 through 2013, Mr. Dubin was the Chief Legal Officer and member of the core executive team that grew Alexion Pharmaceuticals (“Alexion”) from development stage to membership in the S&P 500. At Alexion, Mr. Dubin led legal, government affairs, pricing and reimbursement, human resources, corporate communications, and other functions, and held commercial responsibility for the company’s Australasia region. Prior to Alexion, Mr. Dubin served as Vice President and General Counsel of ChiRex, Inc. and Assistant General Counsel of Warner-Lambert Company. Mr. Dubin began his career as a corporate attorney with Cravath, Swaine & Moore in New York City. Mr. Dubin currently serves as Executive Chair of Cellphire Therapeutics, board member of Nuvance Health, board member of Norwalk Hospital, and member of the Yale School of Public Health Leadership Council. Mr. Dubin was a board member of Notable Laboratories (Nasdaq: NTBL) in 2024, BioBlast Pharmaceuticals (Nasdaq: ORPN) from 2015 to 2018, a board member of Connecticut Innovations from 2020 to 2024, an advisory board member of Mythic Pharmaceuticals from 2017 to 2024, and a trustee of American Jewish World Service from 2014 to 2021. Mr. Dubin received his J.D. from New York University School of Law, his M.P.H. from Yale University School of Public Health and his B.A. from Amherst College, cum laude. We believe that Mr. Dubin is qualified to serve as a member of our board of directors because of his extensive legal and business skills and experience in the biotechnology industry. Family Relationships There are no family relationships between any of our executive officers and directors. Arrangements between Officers and Directors Except as set forth herein, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer or director was selected to serve as an officer or director. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Code of Business Conduct and Ethics Our board of directors established a Code of Business Conduct and Ethics applicable to our directors, officers and employees. The Code of Business Conduct and Ethics is accessible on our website at www.intensitytherapeutics.com . If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our officers, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K. Insider Trading Policy We have adopted insider trading policies and procedures (the “Insider Trading Policy”) that apply to our employees, directors and designated consultants. The Insider Trading Policy governs the purchase and sale or other dispositions of certain investment products and is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of the Insider Trading Policy is attached hereto as Exhibit 19.1. Board Composition and Election of Directors Our business and affairs are managed under the direction of our board of directors. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis and additionally as required. The number of directors is fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and our second amended and restated bylaws. Our board of directors consists of five (5) directors, four (4) of whom qualify as “independent” under Nasdaq listing standards. 94 Table of Contents Directors are (except for the filling of vacancies and newly created directorships) elected by the holders of a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of such directors. In accordance with our amended and restated certificate of incorporation and our second amended and restated bylaws, our board of directors is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows: • the Class I directors are Mr. Daniel Donovan and Mr. Thomas I. H. Dubin, and their terms will expire at the 2027 annual meeting of stockholders; • the Class II director is Dr. Mark A. Goldberg, and his term will expire at the 2028 annual meeting of stockholders; and • the Class III directors are Dr. Emer Leahy and Lewis H. Bender, and their terms will expire at the 2026 annual meeting of stockholders. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company. Director Independence Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Mr. Daniel Donovan, Dr. Emer Leahy, Dr. Mark A. Goldberg and Mr. Thomas I. H. Dubin do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors. Audit Committee Our audit committee consists of Dr. Emer Leahy, Dr. Mark A. Goldberg, and Mr. Thomas I. H. Dubin, with Dr. Emer Leahy serving as Chairperson. The composition of our audit committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of Nasdaq listing standards. In addition, our board of directors has determined that Dr. Emer Leahy is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933. Our audit committee, among other things: • reviews our consolidated financial statements and our critical accounting policies and practices; • selects a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements; • helps to ensure the independence and performance of the independent registered public accounting firm; • discusses the scope and results of the audit with the independent registered public accounting firm and reviews, with management and the independent registered public accounting firm, our interim and year-end results of operations; • pre-approves all audit and all permissible non-audit services to be performed by the independent registered public accounting firm; 95 Table of Contents • oversees the performance of our internal audit function when established; • reviews the adequacy of our internal controls; • develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters; • reviews our policies on risk assessment and risk management; and • reviews related party transactions. Our audit committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq. Compensation Committee Our compensation committee consists of Mr. Daniel Donovan, Dr. Emer Leahy and Dr. Mark A. Goldberg, with Mr. Daniel Donovan serving as Chairperson. The composition of our compensation committee meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our compensation committee, among other things: • reviews, approves and determines, or makes recommendations to our board of directors regarding, the compensation of our executive officers; • administers our stock and equity incentive plans; • reviews and approves, or make recommendations to our board of directors regarding, incentive compensation and equity plans; and • establishes and reviews general policies relating to compensation and benefits of our employees. Our compensation committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq. Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr. Daniel Donovan, and Dr. Mark A. Goldberg, with Dr. Mark A. Goldberg serving as Chairperson. The composition of our corporate governance committee meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations. Our nominating and corporate governance committee, among other things: • identifies, evaluates and selects, or makes recommendations to our board of directors regarding, nominees for election to our board of directors and its committees; • evaluates the performance of our board of directors and of individual directors; • considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees; • reviews developments in corporate governance practices; • oversees environmental, social and governance (ESG) matters; • evaluates the adequacy of our corporate governance practices and reporting; and • develops and makes recommendations to our board of directors regarding corporate governance guidelines and matters. The nominating and corporate governance committee operates under a written charter that satisfies the applicable listing requirements and rules of Nasdaq. Role of Board of Directors in Risk Oversight Process Our board of directors has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our 96 Table of Contents business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board of directors to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk. 97 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and the two most highly compensated executive officers who were serving as executive officers as of December 31, 2025 for services rendered in all capacities to us for the years ended December 31, 2025 and 2024. These individuals are our named executive officers (“NEOs”) for 2025. Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Option Awards (1) ($) All Other Compensation (2) ($) Total ($) Lewis H. Bender 2025 549,150 411,863 (3) 340,138 54,331 (4) 1,355,482 President and Chief Executive Officer 2024 544,121 — 1,889,162 52,886 (5) 2,486,169 Joseph Talamo 2025 374,696 152,440 147,728 48,875 (6) 723,739 Chief Financial Officer 2024 370,000 — 1,245,646 46,930 (7) 1,662,576 John Wesolowski 2025 246,820 74,984 49,243 7,405 (8) 378,452 Principal Accounting Officer and Controller 2024 251,347 — 308,231 9,551 (8) 569,129 (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2025 and 2024 computed in accordance with Financial Accounting Standard Board ASC Topic 718 for stock-based compensation transactions (“ASC 718”). These amounts do not reflect the actual economic value that will be realized by the Named Executive Officer upon the vesting of stock options, the exercise of stock options or the sale of shares of our Common Stock. For a discussion of the assumptions used to value option awards, see the Notes to Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K. (2) Information includes perquisite and personal benefit received by each Named Executive Officer. (3) On March 26, 2026, our compensation committee approved payment of 56% of the 2025 bonus to be paid in the Company’s common stock under the 2021 Plan, based on the March 26, 2026 closing stock price of $6.11. (4) The amounts reported represent $43,831 of Company-paid portion of health and dental insurance and $10,500 in matching 401(k) contributions. (5) The amounts reported represent $42,536 of Company-paid portion of health and dental insurance and $10,350 in matching 401(k) contributions. (6) The amounts reported represent $38,375 of company-paid portion of health and dental insurance and $10,500 in matching 401(k) contributions. (7) The amounts reported represent $36,580 of company-paid portion of health and dental insurance and $10,350 in matching 401(k) contributions. (8) Consists entirely of matching 401(k) contributions. Narrative Disclosure to Summary Compensation Table Annual Base Salary Our NEOs each receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our board of directors or the compensation committee, and may be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. 98 Table of Contents For fiscal year 2025, the annual base salaries for each of Mr. Bender, Mr. Talamo, and Mr. Wesolowski were $549,150, $381,100 and $214,240 respectively. For fiscal year 2024, the annual base salaries for each of Mr. Bender, Mr. Talamo, and Mr. Wesolowski were $549,150, $370,000 and $260,000 respectively. Equity-Based Incentive Awards Our equity award program is the primary vehicle for offering long-term incentives to our executives. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. The use of options also can provide tax and other advantages relative to other forms of equity compensation. We award equity grants broadly to our employees, including to our non-executive employees. Grants to our executives, including the NEOs, and other employees are made at the discretion of our board of directors and are generally made upon commencement of employment, promotion or annually. We believe that our equity awards are an important retention tool for our NEOs, as well as for our other employees. Employment Agreements with our Named Executive Officers Employment Agreement with Lew Bender On November 24, 2021, we entered into an Amended and Restated Employment Agreement with Mr. Bender (the “Bender Agreement”). Pursuant to the Bender Agreement, Mr. Bender is entitled to receive a base salary, which is subject to annual review and adjustment by our compensation committee. Mr. Bender’s base salary was $523,000 for the fiscal year ended December 31, 2023 and was increased to $549,150 on March 4, 2024. Mr. Bender’s base salary may not be decreased without his consent. Further, Mr. Bender is eligible to receive an annual lump sum cash bonus not to exceed 75% of his current base salary, to be determined based on the achievement of performance targets, as determined annually by our compensation committee. Mr. Bender is also eligible to receive equity grants pursuant to the 2021 Plan, at the discretion of and with terms and conditions to be set by our compensation committee. Under the Bender Agreement, Mr. Bender may terminate his employment at any time and for any reason with 90 days’ prior notice. If Mr. Bender’s employment is terminated for Cause or resigns for Good Reason (each term as defined below), he shall be entitled to receive accrued base salary, benefits and vacation time in addition to any unreimbursed expenses (the “Accrued Amounts”). If Mr. Bender is terminated without Cause or resigns for Good Reason, he shall be entitled to receive (i) subject to his execution and non-revocation of a release, (a) severance payments totaling an amount double Mr. Bender’s base salary and target bonus at the time of his termination or resignation, to be paid in bi-weekly installments over the course of two years following such termination or resignation and (b) a lump sum payment to be made no later than March 15 of the calendar year following the year of termination or resignation in an amount equal to Mr. Bender’s target bonus for the year of termination or registration, prorated by the number of days he was employed by the Company during such year (collectively, the “Severance Pay”), and (ii) (a) the Accrued Amounts and (b) if his termination or resignation occurs between January 1 and March 15, the amount of any unpaid annual bonus from the prior calendar year (the “Accrued Bonus”). However, if Mr. Bender is terminated without Cause or resigns for Good Reason within six months following a Change of Control (as defined below), he shall be entitled to receive the Accrued Amounts and the Accrued Bonus, but in lieu of Severance Pay he shall be entitled to receive (i) a lump sum severance payment, payable at the time of termination or resignation, in an amount equal to two and one-half times the sum of his base salary target annual bonus, each as in effect at the time of such termination or resignation, plus (ii) a payment equal to his target annual bonus in effect at the time of termination or resignation, prorated by the number of days he was employed by the Company during such year. If Mr. Bender’s employment is terminated due to death or a certain period of disability, he or his estate shall be entitled to receive (i) the Accrued Amounts, (ii) a payment equal to his target bonus in effect during the year of termination, prorated by the number of days he was employed by the Company during such year, and (iii) if his termination occurs between January 1 and March 15, the amount of any unpaid annual bonus from the prior calendar year. Pursuant to the Bender Agreement, Mr. Bender is subject to a non-competition provision for the duration of his employment and for a two-year period following such employment. This provision prohibits Mr. Bender from (i) becoming employed by or rendering services to a competitor, (ii) engaging in any competitive business for his own account, (iii) becoming associated with or interested in a competitor by retaining or employing such competitor in 99 Table of Contents certain capacities and (iv) taking any efforts to entice away from the Company any of its customers, employees, consultants, service providers, strategic partners or suppliers. The Bender Agreement also includes customary confidentiality provisions as well as provisions relating to assignment of inventions. The definitions below are applicable to the Bender Agreement: Termination for “Cause” is termination by the Company occasioned by (i) the failure by Mr. Bender to cure a breach of a material duty imposed on him under the Bender Agreement or any other written agreement between Executive and the Company, or any policy of the Company, within 10 business days after written notice thereof by the Company, if curable in the reasonable discretion of the board of the directors, (ii) acts by Mr. Bender of fraud, embezzlement, theft, willful misconduct, gross negligence, or other material dishonesty directed against the Company, (iii) the failure or refusal by Mr. Bender to perform any material duties under the Bender Agreement or to follow any lawful and reasonable direction of the Company, which, if curable in the reasonable discretion of the board of directors, has not been cured within 10 business days after written notice thereof by the Company, and (iv) Mr. Bender’s having been formally charged with the commission of a felony (other than a traffic offense) or a crime involving moral turpitude. Resignation for “Good Reason” is resignation by Mr. Bender due to (i) a material reduction in Mr. Bender’s duties, authority or responsibilities, (ii) relocation of Mr. Bender’s place of employment without his consent to a location more than fifty miles from the Company’s current executive offices or (iii) any material breach by the Company of the Bender Agreement; provided that Mr. Bender cannot terminate employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for resignation for Good Reason within 90 days of the initial existence of such grounds and the Company has had at least 30 days from the date of such notice to cure such circumstances and fails to do so. Employment Agreement with Joseph Talamo On December 11, 2023, we entered into an employment agreement with Joseph Talamo (the “Talamo Agreement”), pursuant to which he serves as Chief Financial Officer of the Company on an at-will basis. Pursuant to the Talamo Agreement, Mr. Talamo is entitled to receive a base salary of $370,000, which is subject to review and adjustment from time to time. Mr. Talamo is also eligible to receive equity grants pursuant to the 2021 Plan, at the discretion of and with terms and conditions to be set by our compensation committee. Pursuant to the Talamo Agreement, if Mr. Talamo is terminated without Cause or resigns for Good Reason (each term as defined below), he shall be entitled, subject to execution of a release, to receive a lump sum severance payment equal to one month of base salary per year of employment up to a maximum of six months. If he is terminated for Cause, he will not receive any severance. If there is a Change in Control (as defined below) of the Company and Mr. Talamo is terminated without Cause or resigns for Good Reason within six months following such Change in Control, then Mr. Talamo shall be entitled, subject to execution of a release, to receive a lump sum severance payment equal to (i) four months of base month salary if such termination or resignation occurs following one year of employment, (ii) five months of base month salary if such termination or resignation occurs following two years of employment, or (iii) six months of base month salary if such termination or resignation occurs following three or more years of employment. The definitions below are applicable to the Talamo Agreement: Termination for “Cause” is termination by the Company occasioned by actions of Mr. Talamo that are against Company policy, that are illegal or that may lead to serious repercussions for the Company, our employees or our corporate partners. Termination for “Cause” may be necessitated by a serious violation of our code of conduct, inappropriate disclosure of confidential information or trade secrets, or continuous poor performance as determined by our board of directors. “Cause” may also include dereliction of duties, poor relationships with other employees, sexual harassment, or treatment of external parties or partner companies that results in negative outcomes for the Company. Resignation for “Good Reason” is resignation by Mr. Talamo due to a significant reduction in his responsibilities or authority as an executive, a decrease in his material benefits or compensation not due to financial distress of the Company, or relocation of Company’s current corporate offices to more than 50 miles further away from his current home. Once grounds for resignation for Good Reason arise, Mr. Talamo shall have 60 days to report such grounds and shall provide the Company with 30 days written notice of his resignation for Good Reason. 100 Table of Contents A “Change in Control” occurs if (i) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the Company’s stock, provided that a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock; (ii) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 50% or more of the total voting power of the Company’s stock; or (iii) a majority of the members of our board of directors are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the board of directors before the date of appointment or election. The Talamo Agreement includes customary confidentiality provisions as well as provisions relating to assignment of inventions. The Talamo Agreement also includes a non-competition provision that applies for the duration of his employment and for a one-year period following such employment. Employment Agreement with John Wesolowski On June 20, 2023, we entered into an employment agreement with John Wesolowski (the “Wesolowski Agreement”), pursuant to which he serves as Principal Accounting Officer and Controller of the Company on an at-will basis. Pursuant to the Wesolowski Agreement, Mr. Wesolowski is entitled to receive a base salary which is subject to review and adjustment from time to time. Mr. Wesolowski’s initial base salary pursuant to the Wesolowski Agreement was $165,000, and it was increased to $215,000 on July 22, 2023, and to $260,000 on March 4, 2024. Effective September 1, 2025, Mr. Wesolowski’s annual salary was reduced to $214,240 to reflect a reduction in his standard work week. Mr. Wesolowski is also eligible to receive equity grants pursuant to the 2021 Plan, at the discretion of and with terms and conditions to be set by our compensation committee. The Wesolowski Agreement includes customary confidentiality provisions as well as provisions relating to assignment of inventions. The Wesolowski Agreement also includes a non-competition provision that applies for the duration of his employment and for a one-year period following such employment. All Other Compensation All other compensation includes: 1) medical and dental insurance; and 2) 401(k) plan matching contribution reflecting 3% of eligible earnings. Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity awards held by each of our named executive officers as of December 31, 2025: 101 Table of Contents Option Awards Name Number of securities underlying unexercised options exercisable (#) Number of securities underlying unexercised options unexercisable (#) Option exercise price ($) Option expiration date Lewis H. Bender 3,000 — $ 225.00 8/6/2029 3,000 — $ 287.50 7/31/2030 3,000 — $ 287.50 8/13/2031 3,000 — $ 225.00 12/13/2032 9,296 9,296 (1) $ 129.75 3/6/2034 1,342 — $ 129.75 3/6/2034 7,000 21,000 (2) $ 14.25 5/2/2035 Joseph Talamo 1,600 1,600 (3) $ 172.00 12/11/2033 6,838 10,257 (4) $ 86.00 10/21/2034 2,400 9,600 (5) $ 14.25 5/2/2035 John Wesolowski 560 — $ 100.00 3/27/2027 300 — $ 200.00 2/6/2028 100 — $ 225.00 7/11/2029 250 — $ 287.50 7/31/2030 240 — $ 287.50 8/13/2031 260 — $ 287.50 9/5/2031 375 125 (6) $ 225.00 12/13/2032 1,500 500 (7) $ 160.75 7/19/2033 250 750 (8) $ 129.75 3/6/2034 1,120 1,681 (9) $ 86.00 10/21/2034 800 3,200 (10) $ 14.25 5/2/2035 (1) Consists of options granted to Mr. Bender by our compensation committee on March 6, 2024, vesting in four equal annual installments beginning on the grant date. (2) Consists of options granted to Mr. Bender by our compensation committee on May 2, 2025, vesting in four equal annual installments beginning on the grant date. (3) Consists of options granted to Mr. Talamo by our compensation committee on December 11, 2023, vesting in four equal annual installments beginning on the first anniversary of the date of grant. (4) Consists of options granted to Mr. Talamo by our compensation committee on October 21, 2024, vesting in five equal annual installments beginning on the date of grant. (5) Consists of options granted to Mr. Talamo by our compensation committee on May 2, 2025, vesting in five equal annual installments beginning on the date of grant. (6) Consists of options granted to Mr. Wesolowski by our compensation committee on December 13, 2022, vesting in four equal annual installments beginning on the first anniversary of the date of grant. (7) Consists of options granted to Mr. Wesolowski by our compensation committee on July 19, 2023, vesting in four equal annual installments beginning on the grant date. (8) Consists of options granted to Mr. Wesolowski by our compensation committee on March 6, 2024, vesting in four equal annual installments beginning on the first anniversary date of grant. 102 Table of Contents (9) Consists of options granted to Mr. Wesolowski by our compensation committee on October 21, 2024, vesting in five equal annual installments beginning on the date of grant. (10) Consists of options granted to Mr. Wesolowski by our compensation committee on May 2, 2025, vesting in five equal annual installments beginning on the date of grant. 2013 Stock and Option Plan Under our 2013 Stock and Option Plan (the “2013 Plan”), 180,000 shares of Common Stock were reserved for issuance in the form of incentive stock options, non-qualified stock options, restricted stock, unrestricted stock, stock appreciation rights or any combination of the foregoing. The shares issuable pursuant to awards granted under the 2013 Plan are authorized but unissued shares. The 2013 Plan is administered by our board or at the discretion of the board, which has full power to select the individuals to whom awards will be granted and to determine the specific terms and conditions of each award, subject to the provisions of the 2013 Plan. Pursuant to the 2013 Plan and subject to applicable law, our board of directors has delegated to the compensation committee the power to make recommendations to the board of directors relating to management compensation, the adoption of employee benefit plans, stock option or equity incentive plans and other similar matters. The option exercise price of each option granted under the 2013 Plan is determined by our board of directors and may not be less than the fair market value of a share of Common Stock on the date of grant. The term of each option is fixed by the board and may not exceed 10 years from the date of grant. The board determines at what time or times each option may be exercised when granting the option. The 2013 Plan provides that, upon the consummation of a sale event, unless provision is made in connection with the sale event for the assumption or continuation of the awards by the successor entity or substitution of the awards with new awards of the successor entity, with appropriate adjustment, the 2013 Plan and all outstanding and unexercised options issued thereunder will terminate upon the effective time of the sale event. We may make or provide for cash payment to holders of options equal to the difference between (i) the per share cash consideration in the sale event multiplied by the number of shares subject to outstanding options being cancelled, and (ii) the aggregate exercise price to the holders of all vested and exercisable options. Our board of directors may amend the 2013 Plan but no such action may adversely affect the rights of an award holder without such holder’s consent. Approval by our stockholders of amendments to the 2013 Plan must be obtained if required by law. The 2013 Plan terminated in August 2023 on the tenth anniversary of the 2013 Plan’s date of adoption by the board. No new awards were made under the 2013 Plan after such termination date, but awards previously granted may extend beyond such date. 2021 Stock Incentive Plan On November 12, 2021, we adopted a new equity incentive plan, the 2021 Stock Incentive Plan (the “2021 Plan”). Under the 2021 Plan, we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2021 Plan are summarized below. Types of Awards. The 2021 Plan provides for the grant of non-qualified stock options (“NQSOs”), incentive stock options (“ISOs”), restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, stock appreciation rights and other forms of stock-based compensation. Eligibility and Administration. Employees, officers, consultants, directors, and other service providers of the Company and its affiliates are eligible to receive awards under the 2021 Plan. The 2021 Plan is administered by the board with respect to awards to non-employee directors and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of the company’s directors and/or officers (all such bodies and delegates referred to collectively as the plan administrator), subject to certain limitations that may be imposed under Section 16 of the Exchange Act, and/or other applicable law or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2021 Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the 2021 Plan, including any vesting and vesting acceleration conditions. 103 Table of Contents Share Reserve. Pursuant to the 2021 Plan, we have reserved 120,000 shares of the Common Stock for issuance thereunder, which reserve shall be increased annually beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 3.5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year or (B) such smaller number of shares as is determined by our board. The share reserve is subject to the following adjustments: • The share limit is increased by the number of shares subject to awards granted that later are forfeited, expire or otherwise terminate without issuance of shares, or that are settled for cash or otherwise do not result in the issuance of shares. • Shares that are withheld upon exercise to pay the exercise price of a stock option or satisfy any tax withholding requirements are added back to the share reserve and again are available for issuance under the 2021 Plan. Pursuant to the provisions of the 2021 Plan, the authorized shares were increased from 120,000 to 129,548 effective January 1, 2023. On January 1, 2024, pursuant to the provisions of the 2021 Plan, authorized shares increased by 19,193 shares. On January 1, 2025, pursuant to the provisions of the 2021 Plan, authorized shares increased by 21,172 shares. As of December 31, 2025, options to purchase 38,291 shares of Common Stock were available to be issued under the 2021 Plan. On January 1, 2026, pursuant to the provisions of the 2021 Plan, authorized shares increased by 88,357 shares. Awards issued in substitution for awards previously granted by a company that merges with, or is acquired by, the Company do not reduce the share reserve limit under the 2021 Plan. Director Compensation. The 2021 Plan provides for an annual limit on non-employee director compensation of $500,000, increased to $750,000 in the fiscal year of a non-employee director’s initial service as a non-employee member of the board of directors of the Company. This limit applies to the sum of both equity grants that could be awarded to non-employee directors during a fiscal year (based on their value under ASC Topic 718 on the grant date) and cash compensation, such as cash retainers and meeting fees earned during a fiscal year. Notwithstanding the foregoing, the board reserves the right to make an exception to these limits due to extraordinary circumstances without the participation of the affected director receiving the additional compensation. Stock Options. ISOs may be granted only to employees of the Company, or to employees of a parent or subsidiary of the Company, determined as of the date of grant of such options. An ISO granted to a prospective employee upon the condition that such person becomes an employee shall be deemed granted effective on the date such person commences employment. The exercise price of an ISO shall not be less than 100% of the fair market value of the shares covered by the awards on the date of grant of such option or such other price as may be determined pursuant to the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Notwithstanding the foregoing, an ISO may be granted with an exercise price lower than the minimum exercise price set forth above if such award is granted pursuant to an assumption or substitution for another option in a manner that complies with the provisions of Section 424(a) of the Code. Notwithstanding any other provision of the 2021 Plan to the contrary, no ISO may be granted under the 2021 Plan after 10 years from the date that the 2021 Plan was adopted. No ISO shall be exercisable after the expiration of 10 years after the effective date of grant of such award, subject to the following sentence. In the case of an ISO granted to a ten percent stockholder, (i) the exercise price shall not be less than 110% of the fair market value of a share on the date of grant of such ISO, and (ii) the exercise period shall not exceed 5 years from the effective date of grant of such ISO. Restricted Stock and Restricted Stock Units. The committee may award restricted stock and RSUs under the 2021 Plan. Restricted stock awards consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified vesting conditions are not satisfied. RSU awards result in the transfer of shares of stock to the participant only after specified vesting conditions are satisfied. A holder of restricted stock is treated as a current stockholder and shall be entitled to dividend and voting rights, whereas the holder of a restricted stock unit is treated as a stockholder with respect to the award only when the shares are delivered in the future. RSUs may include dividend equivalents. Specified vesting conditions may include performance goals to be achieved during any performance period and the length of the performance period. The committee may, in its discretion, make adjustments to performance goals based on certain changes in the Company’s business operations, corporate or capital structure or other circumstances. When the participant satisfies the conditions of an RSU award, the Company may settle the award (including any related dividend equivalent rights) in shares, cash or other property, as determined by the committee, in its sole discretion. Other Shares or Share-Based Awards. The committee may grant other forms of equity-based or equity-related awards other than stock options, restricted stock or restricted stock units. The terms and conditions of each stock-based award shall be determined by the committee. 104 Table of Contents Clawback Rights. Awards granted under the 2021 Plan will be subject to recoupment or clawback under the Company’s clawback policy or applicable law, both as in effect from time to time. Sale of the Company. Awards granted under the 2021 Plan automatically accelerate and vest, become exercisable (with respect to stock options), or have performance targets deemed earned at target level if there is a sale of the Company. The Company does not use a “liberal” definition of change in control as defined in Institutional Shareholder Services’ proxy voting guidelines. No Repricing. The 2021 Plan prohibits the amendment of the terms of any outstanding award, and any other action taken in a manner to achieve (i) the reduction of the exercise price of NQSOs, ISOs or stock appreciation rights (collectively, “Stock Rights”); (ii) the cancellation of outstanding Stock Rights in exchange for cash or other awards with an exercise price that is less than the exercise price or base price of the original award; (iii) the cancellation of outstanding Stock Rights with an exercise price or base price that is less than the then current fair market value of a share of Common Stock in exchange for other awards, cash or other property; or (iv) otherwise effect a transaction that would be considered a “repricing” for the purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted without stockholder approval. Transferability of Awards. Except as described below, awards under the 2021 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The committee has discretion, however, to permit certain transfer of awards to other persons or entities. Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2021 Plan and any outstanding awards, as well as the exercise price or base price of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders. Amendment and Termination. The board of directors may amend, modify or terminate the 2021 Plan without stockholder approval, except that stockholder approval must be obtained for any amendment that, in the reasonable opinion of the board or the committee, constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a stock exchange on which shares of Common Stock are then listed. The 2021 Plan will terminate upon the earliest of (1) termination of the 2021 Plan by the board of directors, or (2) the tenth anniversary of the board adoption of the 2021 Plan. Awards outstanding upon expiration of the 2021 Plan shall remain in effect until they have been exercised or terminated, or have expired. Director Compensation The following table provides certain information concerning compensation for each person who served as a non-employee member of our board of directors for the year ended December 31, 2025. Lewis H. Bender, our President and Chief Executive Officer, serves as a member of our board of directors and receives no additional compensation for his services as a member of our board of directors. See the section titles “Executive Compensation” in Item 11 for more information about Mr. Bender’s compensation for the year ended December 31, 2025. We reimburse non-employee members of our board of directors for reasonable travel and out-of-pocket expenses incurred in attending meetings of our board of directors and committees of our board of directors. All fees under the director compensation policy are paid on a quarterly basis in arrears and no meeting fees are paid. Name Fees Earned or Paid in Cash ($) Option Awards ($) (1) Total ($) Dr. Emer Leahy 67,000 24,296 (2) 91,296 Dr. Mark A. Goldberg 67,000 24,296 (3) 91,296 Mr. Daniel Donovan 60,000 24,296 (4) 84,296 Mr. Thomas I. H. Dubin 50,000 24,296 (5) 74,296 (1) Amounts shown under “Option Awards” represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, in accordance with SEC rules. See Note 8 to the Notes to the Consolidated 105 Table of Contents Financial Statements in our 2025 Form 10-K for a discussion of assumptions made in such valuations. All stock awards, option awards and other shares discussed in this table were issued under Intensity’s 2021 Plan. (2) On May 2, 2025, Dr. Leahy was granted 2,000 options, vesting in four equal annual installments beginning on the grant date. (3) On May 2, 2025, Dr. Goldberg was granted 2,000 options, vesting in four equal annual installments beginning on the grant date. (4) On May 2, 2025, Mr. Donovan was granted 2,000 options, vesting in four equal annual installments beginning on the grant date. (5) On May 2, 2025, Mr. Dubin was granted 2,000 options, vesting in four equal annual installments beginning on the grant date. Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each director who is not an employee will be paid cash compensation as set forth below: ANNUAL RETAINER Board of Directors: All non-employee members $ 40,000 Audit Committee: Chair $ 20,000 Members $ 10,000 Compensation Committee: Chair $ 15,000 Members $ 7,000 Nominating and Corporate Governance Committee: Chair $ 10,000 Members $ 5,000 Compensation Committee Interlocks and Insider Participation The Compensation Committee of the Board of Directors is currently composed of the following three non-employee directors: Dr. Emer Leahy, Dr. Mark Goldberg, and Mr. Daniel Donovan. No member of the Compensation Committee is or was formerly an officer or employee of the Company during the last fiscal year. In addition, no executive officer of the Company serves on the compensation committee or board of directors of a company for which any of the Company’s directors serve as an executive officer. See Item 13. 106 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth the number of shares of Common Stock beneficially owned as of March 1, 2026 by: • each of our stockholders who is known by us to beneficially own 5% or more of our Common Stock; • each of our named executive officers; • each of our directors; and • all of our directors and current executive officers as a group. Beneficial ownership is determined based on the rules and regulations of the SEC. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. Applicable percentage ownership in the following table is based on 2,540,518 shares outstanding as of March 1, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock that are subject to options or warrants held by that person and exercisable as of, or within 60 days of March 1, 2026, are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of Common Stock set forth opposite that person’s name. Unless indicated below, the address of each individual listed below is c/o Intensity Therapeutics Inc., 1 Enterprise Drive, Suite 430, Shelton, CT 06484-4779. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Directors and Executive Officers Lewis H. Bender (1) 115,087 4.5 % Joseph Talamo (2) 11,984 * John Wesolowski (3) 9,419 * Emer Leahy (4) 5,910 * Mark A. Goldberg (5) 5,510 * Daniel Donovan (6) 3,000 * Thomas I. H. Dubin (7) 1,500 * Directors and Executive Officers as a group (7 persons) (8) 152,410 5.8 % 5% Stockholders - none * Less than 1% (1) Includes 34,287 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 25,648 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. (2) Includes 10,838 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 21,457 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. (3) Includes 6,005 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 6,005 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. (4) Includes 5,910 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 2,000 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. (5) Includes 5,510 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 2,000 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. 107 Table of Contents (6) Includes 3,000 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 2,000 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. (7) Includes 1,500 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 2,500 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. (8) Includes 67,050 shares of Common Stock issuable upon the exercise of options that are exercisable within sixty days of March 1, 2026. Does not include 61,610 shares of Common Stock underlying options that are not exercisable within sixty days of March 1, 2026. The following table summarizes information about our equity compensation plans as of December 31, 2024. Plan Category Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options (1) Weighted-Average Exercise Price of Outstanding Options Number of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))(2) (a) (b) (c) Equity compensation plans approved by stockholders 160,428 $ 102.46 38,291 Equity compensation plans not approved by stockholders - - - Total 160,428 $ 102.46 38,291 (1) The amounts shown in this column include securities under both the 2013 Plan and 2021 Plan. (2) Consists entirely of securities under the 2021 Plan. In accordance with the provisions in our 2021 Plan, the Board authorized that an additional 88,357 shares would become available for issuance on January 1, 2026, which represents approximately 3.5% of the shares outstanding on December 31, 2025. These shares are excluded from this calculation. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed, when required, in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction since January 1, 2024 and each currently proposed transaction in which: • we have been or are to be a participant; • the amount involved exceeded or exceeds the lesser of $120,000 or 1% of our assets; and • any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. Indemnification Agreements We entered into indemnification agreements with our directors and executive officers. The indemnification agreements provide for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations. The indemnification agreements also provide for the advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to been titled to indemnification by us. The 108 Table of Contents indemnification agreement set forth procedures for making and responding to a request for indemnification or advancement of expenses, as well as dispute resolution procedures that apply to any dispute between us and an indemnitee arising under the Indemnification Agreements. Policies and Procedures for Related Party Transactions We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock, any members of the immediate family of any of the foregoing persons and any firms, corporations or other entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not permitted to enter into a transaction with us without the prior consent of our board of directors acting through the audit committee or, in certain circumstances, the chairman of the audit committee. Any request for us to enter into a transaction with a related party, in which the amount involved exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our audit committee, or in certain circumstances the chairman of our audit committee, for review, consideration and approval. In approving or rejecting any such proposal, our audit committee, or the chairman of our audit committee, is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or services and the extent of the related party’s interest in the transaction. Director Independence Based on information requested from and provided by each of our directors, our board of directors has determined that Messrs. Mark Goldberg and Daniel Donovan and Ms. Emer Leahy are “independent directors” as such term is defined in the rules of the Nasdaq’s corporate governance requirements and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table represents aggregate fees billed to the Company for fiscal years ended December 31, 2025 and 2024, by EisnerAmper LLP, the Company’s independent registered public accounting firm. Amounts are rounded to thousands. Years Ended December 31, 2025 2024 Audit Fees $ 344,925 $ 364,875 Audit-Related Fees - - Tax Fees - - All Other Fees - - Total Fees $ 344,925 $ 364,875 Audit Fees consist of fees billed for professional services rendered for the audit of our annual financial statements, review of our interim financial statements, comfort and consent letters. Audit fees include fees for consents and comfort letters of $80,325 in 2025 and $112,875 in 2024. Audit-Related Fees consist of fees billed for professional services rendered for assurance related services that are reasonably related to the performance of the audit or review of our financial services. Tax Fees are for tax-related services related primarily to tax consulting and planning. All Other Fees consist of the aggregate fees billed for any other products and services provided by the principal accountants. Pre-Approval Policies and Procedures The Audit Committee pre-approves all auditing services and any non-audit services that the independent registered public accounting firm is permitted to render under Section10A (h) of the Exchange Act. The Audit Committee 109 Table of Contents may delegate the pre-approval to one of its members, provided that if such delegation is made, the full Audit Committee must be presented at its next regularly scheduled meeting with any pre-approval decision made by that member. 110 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Financial Statements See Index to Consolidated Financial Statements as Part II Item 8 “Financial Statements and Supplementary Data.” (2) Financial Statement Schedules The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto under Part II Item 8. “Financial Statements and Supplementary Data.” Exhibit No. Description 3.1 Sixth Amended and Restated Certificate of Incorporation of the Registrant, dated June 30, 2023 (incorporated by reference to Exhibit 3.1 of our Form 8-K filed on July 5, 2023). 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our Form 8-K filed on February 13, 2026) 3.3 Second Amended and Restated Bylaws, dated November 21, 2023 (incorporated by reference to Exhibit 3.1 of our Form 8-K filed on November 22, 2023). 3.4 Amendment to Amended and Restated Bylaws, certified as of August 12, 2025 (incorporated by reference to Exhibit 3.1 of our Form 8-K filed on August 12, 2025). 4.1* Description of Securities 4.2 Specimen Common Stock Certificate evidencing the shares of Common Stock (incorporated by reference to Exhibit 4.1 of our Form S-1 filed on June 29, 2023). 4.3 Representative’s Warrant (incorporated by reference to Exhibit 4.1 of our Form 8-K filed on July 5, 2023). 4.4 Form of Common Warrant (incorporated by reference to Exhibit 4.1 of our Form 8-K filed on November 22, 2024). 4.5 Form of Series B-1 Common Warrant (incorporated by reference to Exhibit 4.1 of our Form 8-K filed on April 25, 2025). 4.6 Form of Series B-2 Common Warrant (incorporated by reference to Exhibit 4.2 of our Form 8-K filed on April 25, 2025). 4.7 Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 of our Form 8-K filed on June 13, 2025). 10.1 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 of our Form S-1 filed on June 29, 2023). 10.2# 2013 Stock and Option Plan, as amended (incorporated by reference to Exhibit 10.2 of our Form S-1 filed on June 29, 2023). 10.3# 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of our Form S-1 filed on June 29, 2023). 10.4# Amended and Restated Employment Agreement between the Registrant and Lewis H. Bender (incorporated by reference to Exhibit 10.4 of our Form S-1 filed on June 29, 2023). 10.5† Clinical Trial Collaboration and Supply Agreement, dated April 13, 2020, between the Registrant and Bristol-Myers Squibb Company (incorporated by reference to Exhibit 10.8 of our Form S-1 filed on June 29, 2023). 10.6† Clinical Trial Collaboration and Supply Agreement, dated June 21, 2019, between the Registrant and MSD International GmbH (incorporated by reference to Exhibit 10.9 of our Form S-1 filed on June 29, 2023). 10.7† Material Transfer and Collaboration Agreement, dated March 18, 2021, between the Registrant and Ontario Institute for Cancer Research, Ottawa Hospital Research Institute and Dr. Angel Arnaout (incorporated by reference to Exhibit 10.10 of our Form S-1 filed on June 29, 2023). 10.8# Employment Agreement, dated June 20, 2023, between Registrant and John Wesolowski (incorporated by reference to Exhibit 10.15 of our Form S-1 filed on June 29, 2023). 10.9# Employment Agreement, dated December 11, 2023 between Registrant and Joseph Talamo (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on December 12, 2023) 10.10# Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on February 7, 2024) 10.11 Collaboration Agreement, dated May 6, 2024, between the Registrant and The Swiss Group for Cancer Research SAKK (incorporated by reference to Exhibit 10.1 of our Form 10-Q filed on August 8, 2024). 111 Table of Contents 10.12 Intensity Therapeutics, Inc. 2024 Employee Stock Purchase Plan (incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A, filed on June 4, 2024). 10.13 Form of Placement Agent Agreement dated November 21, 2024, by and between the Company and A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC (incorporated be reference to Exhibit 1.1 of our Form 8-K filed on November 22, 2024). 10.14 Form of Securities Purchase Agreement, dated as of November 21, 2024, by and between Intensity Therapeutics, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on November 22, 2024). 10.15 Form of Placement Agent Agreement dated October 30, 2025, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 of our Form 8-K filed on October 31, 2025). 10.16 Form of Securities Purchase Agreement, dated as of October 30, 2025, by and between Intensity Therapeutics, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on October 31, 2025). 10.17 Underwriting Agreement, dated June 11, 2025, by and between Intensity Therapeutics, Inc. and ThinkEquity LLC (incorporated by reference Exhibit 1.1 of our Form 8-K filed on June 13, 2025). 10.18 Form of Placement Agent Agreement dated April 24, 2025, by and between the Company and A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC (incorporated by reference to Exhibit 1.1 of our Form 8-K filed on April 25, 2025). 10.19 Form of Securities Purchase Agreement, dated as of April 24, 2025, by and between Intensity Therapeutics, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 from our Form 8-K filed on April 25, 2025). 19.1* Insider Trading Policy. 21.1 List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of our Form S-1 filed on June 29, 2023) 23.1* Consent of Independent Registered Public Accounting Firm 31.1* Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 of our Form 10-K filed on March 14, 2024) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ______________________________________ # Indicates a management contract or compensatory plan or arrangement. † Certain information has been excluded from the exhibit because it both (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY None 112 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Intensity Therapeutics, Inc. Date: March 27, 2026 By: /s/ Lewis H. Bender Lewis H. Bender President, Chief Executive Officer and Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Lewis H. Bender President, Chief Executive Officer and Chairman March 27, 2026 Lewis H. Bender (principal executive officer) /s/ Joseph Talamo Chief Financial Officer March 27, 2026 Joseph Talamo (principal financial officer) /s/ John Wesolowski Principal Accounting Officer and Controller March 27, 2026 John Wesolowski (principal accounting officer) /s/ Daniel Donovan Director March 27, 2026 Daniel Donovan /s/ Dr. Emer Leahy Director March 27, 2026 Dr. Emer Leahy /s/ Dr. Mark A. Goldberg Director March 27, 2026 Dr. Mark A. Goldberg /s/ Thomas I. H. Dubin Director March 27, 2026 Thomas I. H. Dubin 113 Table of Contents INTENSITY THERAPEUTICS, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB # 274 ) Financial Statements Balance sheets as of December 31, 202 5 and 202 4 F- 3 Statements of operations for the years ended December 31, 202 5 and 202 4 F- 4 Statements of changes in stockholders’ equity for the years ended December 31, 202 5 and 202 4 F- 5 Statements of cash flows for the years ended December 31, 202 5 and 202 4 F- 6 Notes to financial statements F- 7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Intensity Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Intensity Therapeutics, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2017. /s/ EisnerAmper LLP EISNERAMPER LLP New York, New York March 27, 2026 F-2 Table of Contents INTENSITY THERAPEUTICS, INC. BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 11,921 $ 2,590 Prepaid expenses and other current assets 788 773 Total current assets 12,709 3,363 Right-of-use asset, net 96 122 Other assets 1,296 1,298 Total assets $ 14,101 $ 4,783 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 583 $ 1,219 Accrued expenses 1,532 508 Lease liability, current portion 31 28 Total current liabilities 2,146 1,755 Lease liability, net of long-term portion 79 110 Total liabilities $ 2,225 $ 1,865 Commitments and contingencies STOCKHOLDERS’ EQUITY Preferred stock, par value $ .0001 . Authorized shares of 15,000,000 as of both December 31, 2025 and 2024, respectively. None issued and outstanding as of both December 31, 2025 and 2024. — — Common stock, par value $ .0001 . Authorized shares of 135,000,000 as of both December 31, 2025 and 2024, respectively. Issued and outstanding shares of 2,524,475 and 604,915 as of December 31, 2025 and 2024, respectively. - - Additional paid-in capital 90,265 69,701 Accumulated deficit ( 78,389 ) ( 66,783 ) Total stockholders’ equity $ 11,876 $ 2,918 Total liabilities and stockholders’ equity $ 14,101 $ 4,783 The accompanying notes are an integral part of these financial statements. F-3 Table of Contents INTENSITY THERAPEUTICS, INC. STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) Years Ended December 31, 2025 2024 Operating expenses: Research and development $ 6,785 $ 10,496 General and administrative 5,187 6,089 Total operating expenses 11,972 16,585 Loss from operations ( 11,972 ) ( 16,585 ) Other income (expense): Interest income 180 314 Other income, net 186 3 Net loss $ ( 11,606 ) $ ( 16,268 ) Loss per share, basic and diluted $ ( 8.56 ) $ ( 29.24 ) Weighted average number of shares of common stock, basic and diluted 1,356,358 556,279 The accompanying notes are an integral part of these financial statements. F-4 Table of Contents INTENSITY THERAPEUTICS, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share amounts) Common Stock Additional Paid in Capital Accumulated Deficit Stockholders’ Equity Shares Amount Balances at December 31, 2023 548,375 $ - $ 63,677 $ ( 50,515 ) $ 13,162 Issuance of common stock in registered direct offering, net of $ 321 issuance costs 49,484 - 1,361 - 1,361 Issuance of warrants in registered direct offering, net of $ 252 issuance costs - - 1,068 - 1,068 Issuance of common stock in ATM offering, net of $ 82 issuance costs 2,073 - 150 - 150 Issuance of common stock in exchange for services 470 - 51 - 51 Exercise of options 3,540 - 266 - 266 Exercise of warrants 973 55 55 Stock-based compensation expense - - 3,073 - 3,073 Net loss - - ( 16,268 ) ( 16,268 ) Balances at December 31, 2024 604,915 $ - $ 69,701 $ ( 66,783 ) $ 2,918 Issuance of common stock in public offerings, net of $ 698 issuance costs 432,383 - 2,678 - 2,678 Issuance of warrants in public offering, net of $ 235 issuance costs - - 1,041 - 1,041 Issuance of common stock in registered direct offering, net of $ 412 issuance costs 200,000 - 3,588 - 3,588 Issuance of common stock in employee stock purchase plan 5,109 - 33 - 33 Issuance of common stock in ATM offering, net of $ 471 issuance costs 1,279,428 - 11,168 - 11,168 Exercise of warrants 2,640 - 56 - 56 Stock-based compensation expense - - 2,000 - 2,000 Net loss - - - ( 11,606 ) ( 11,606 ) Balances at December 31, 2025 2,524,475 $ - $ 90,265 $ ( 78,389 ) $ 11,876 The accompanying notes are an integral part of these financial statements. F-5 Table of Contents INTENSITY THERAPEUTICS, INC. STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 11,606 ) $ ( 16,268 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in carrying value of right-of-use asset 26 25 Stock-based compensation expense 2,000 3,073 Stock issued in exchange for services - 51 Changes in operating assets and liabilities, net: Accrued interest on marketable debt securities - ( 134 ) Prepaid expenses, other current assets, and other assets ( 13 ) 301 Accounts payable, accrued expenses and other liabilities 360 ( 2,268 ) Net cash used in operating activities ( 9,233 ) ( 15,220 ) Cash flows from investing activities: Purchase of marketable debt securities - ( 3,056 ) Redemption of marketable debt securities - 9,410 Net cash provided by investing activities - 6,354 Cash flows from financing activities: Proceeds from Public Offerings 4,652 - Issuance costs related to Public Offerings ( 933 ) - Proceeds from Registered Direct Offering 4,000 3,000 Issuance costs related to Registered Direct Offering ( 412 ) ( 571 ) Proceeds from ATM offering 11,639 232 Issuance costs related to ATM offering ( 471 ) ( 82 ) Proceeds from common stock issuances 33 - Proceeds from exercise of options and warrants 56 321 Net cash provided by financing activities 18,564 2,900 Net increase (decrease) in cash and cash equivalents 9,331 ( 5,966 ) Cash and cash equivalents at beginning of period 2,590 8,556 Cash and cash equivalents at end of period $ 11,921 $ 2,590 Supplemental disclosure of non-cash financing activities: Common stock issued in exchange for services $ - $ 51 Warrants issued to underwriter in connection with stock issuance $ 1,041 $ 1,068 The accompanying notes are an integral part of these financial statements. F-6 Table of Contents INTENSITY THERAPEUTICS, INC. NOTES TO 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 DfuseRx SM 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 generally accepted accounting principles, 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 December 31, 2025, the Company has an accumulated deficit of $ 78.4 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 year ended December 31, 2025 was $ 11.6 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 $ 11.9 million as of December 31, 2025. Until such time the Company can generate substantial product revenue, the Company expects 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 will 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 December 31, 2025, the Company believes that it has sufficient cash into the second quarter of 2027 for its current operations. Notwithstanding the projected cash runway, 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 accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and reflect the operations of the Company. The Company neither owns nor controls any subsidiary companies. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. F-7 Table of Contents Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. The Company utilizes significant estimates and assumptions in valuing its stock-based awards and accruals of research and development expenses. An additional significant estimate is that these financial statements are based on the assumption of the Company continuing as a going concern. Concentration of credit risk The Company’s financial instruments that are exposed to concentrations of credit risk consist entirely of cash and investments in U.S. Treasury securities. These financial instruments are held at two U.S. financial institutions. The cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. During the years ended December 31, 2025 and 2024, the Company’s cash balances exceeded the FDIC insurance limit. The investments in the U.S. Treasury securities are not FDIC insured but are backed by the U.S. government. U.S. Treasury securities are subject to market risk if they are sold prior to maturity. The Company has not experienced any losses in such accounts. Although the Company believes that the financial institutions with whom the Company does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so beyond amounts guaranteed by the FDIC. Cash and cash equivalents The Company considers all liquid investments acquired with a maturity of three months or less to be cash equivalents. Fair value measurement The Company reports its investments, if any, at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities. The Company’s financial instruments, including cash equivalents and current liabilities are carried at cost, which approximates fair value due to the short-term nature of these instruments. The Company did not have any assets or liabilities measured at fair value on a recurring or nonrecurring basis as of December 31, 2025 or 2024. 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. F-8 Table of Contents Research and development and patent 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 activities, 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 initiatives 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 December 31, 2025 and 2024, the advance payment balances were $ 1.2 million, respectively, and were recorded in Other Assets in the Balance Sheet. Income taxes The Company accounts for income taxes through the use of the asset-and-liability method whereby deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company utilizes a valuation allowance to reduce deferred tax assets to their estimated realizable value. The Company accounts for uncertain tax positions. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2025, the Company does not have any uncertain tax positions. There are no estimated interest costs and penalties provided for in the Company’s financial statements for the year ended December 31, 2025. If at any time the Company should record interest and penalties in connection with income taxes, the interest and penalties will be expensed within the income tax line. Leases The Company determines if an arrangement contains a lease at contract inception. With the exception of short-term leases (leases with terms less than 12 months), all leases with contractual fixed costs are recorded on the balance sheet on the commencement date as a right-of-use (ROU) asset and a lease liability. Lease liabilities to be paid over the next twelve months are classified as current lease liability and all other lease obligations are classified as long-term lease liability. Lease liabilities are initially measured at the present value of the future minimum lease payments and subsequently increased to reflect the interest accrued and reduced by the lease payments made. The Company’s building leases require a pro-rata share of operating expenses and real estate taxes, which are variable in nature and excluded from the measurement of lease liabilities. ROU assets are initially measured at the present value of the future minimum lease payments adjusted for any prior lease prepayments, lease incentives and initial direct costs. Certain leases contain escalation, renewal and/or F-9 Table of Contents termination options that are factored into the ROU asset as appropriate. Operating leases result in a straight-line rent expense over the expected lease term. The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of future lease payments, if the rate implicit in the lease is not readily determinable. Consideration is given to publicly available data for instruments with similar characteristics when calculating incremental borrowing rates. This incremental borrowing rate estimate is based on a synthetic credit rating derived from the market capitalization of similar companies, the treasury yield curve, and corporate yield spreads. 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 convertible preferred stock, convertible notes, 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 conversion of preferred stock, exercise of stock options, and exercise of warrants that are excluded from the computation of diluted weighted average shares outstanding listed in the table below because they are anti-dilutive because the Company incurred a net loss for the periods presented. Accordingly, the basic and diluted computation of net loss per share for the Company are the same for all periods presented. The Company had no preferred stock outstanding during the years ended December 31, 2025 and 2024, and therefore, no participating securities were included in the computation of earnings (loss) per share for those periods. Accordingly, the Company did not apply the two-class method. As of December 31, 2025 and 2024, the following shares of common stock underlying options and warrants were excluded from the computation of diluted weighted average shares outstanding: December 31, 2025 2024 Options outstanding 160,428 103,485 Warrants outstanding 339,298 81,663 499,726 185,148 Stock issuance costs The Company incurred costs related to the sale of its common stock in its IPO and the subsequent sale of common stock in the over-allotment. These costs included underwriter commissions and fees, legal fees, accounting fees, and printing costs. These costs were recorded as a deduction to Additional Paid in Capital. Segments Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one reportable segment, which consists of the application of scientific leadership in the field of localized cancer reduction leading to anti-cancer immune activation. The Company’s chief operating decision maker (“CODM”) is the president and chief executive officer. The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies. To date, the Company has not generated any product revenue and expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seeks regulatory approval. As such, the CODM uses forecast models in deciding how to invest into the segment. Such forecast models are reviewed to assess the Company’s operating results and performance. The CODM is regularly provided with operating expenses and cash balances, which are reported on the statement of operations and balance sheet, respectively . Recently issued pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes F-10 Table of Contents paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The Company adopted the guidance in ASU 2023-09 retrospectively for the year ended December 31, 2025. The adoption of this guidance did not impact the Company’s accounting for income taxes, effective tax rate, or deferred tax balances. The standard resulted in expanded income tax disclosures included in the notes to the financial statements.. 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): December 31, 2025 2024 Savings and checking accounts at major U.S. financial institutions $ 86 $ 428 U.S. Treasury securities money market fund 11,835 2,162 Total $ 11,921 $ 2,590 Note 5. Prepaid Expenses Prepaid expenses consisted of the following (in thousands): December 31, 2025 2024 Prepaid insurance $ 573 $ 421 Prepaid research and development costs 52 239 Prepaid other 163 113 Total $ 788 $ 773 Note 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2025 2024 Accrued research and development costs $ 634 $ 373 Accrued employee compensation-related expenses 800 56 Accrued other 98 79 Total $ 1,532 $ 508 Note 7. Stockholders’ Equity Authorized shares Pursuant to the sixth amended and restated Certificate of Incorporation, dated June 30, 2023, the total number of shares of all classes of stock which the Company shall have authority to issue is (i) 135,000,000 shares of common stock and (ii) 15,000,000 shares of preferred stock. F-11 Table of Contents 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 December 4, 2025, the Company filed a prospectus supplement to adjust the maximum the Company may sell and issue under the Sales Agreement to $ 30.0 million of its Shares (the “ATM Adjustment”), not including the Shares previously sold under the Sales Agreement. Since inception through December 31, 2025, the Company has issued 1,281,501 Shares under the Sales Agreement for net proceeds of $ 11.3 million, including 120,447 Shares issued subsequent to the ATM Adjustment date for net proceeds of $ 1.6 million. As of December 31, 2025, the Company may issue and sell up to $ 28.4 million of Shares remaining under the Sales Agreement. November 2024 Registered Direct Offering On November 21, 2024, the Company entered into a Securities Purchase Agreement with a single healthcare focused institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor, 49,484 shares of common stock to the Investor, at a price of $ 60.625 per share (the “November 2024 Offering”), for aggregate gross proceeds of approximately $ 3.0 million before deducting the placement agents’ fees and related offering expenses. In a concurrent private placement, the Company agreed to issue to the Investor common stock warrants to purchase up to 49,484 shares (the “Common Warrants”) at an exercise price of $ 73.75 per share, with a relative fair value of $ 1.1 million. Each Common Warrant is exercisable six months from the issuance date and will expire five and one-half years from the issuance date. 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 with one Series B-1 Common Warrant to purchase one share of common stock and one Series B-2 Common Warrant to purchase one 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 the five-year anniversary of the date of issuance, and the Series B-2 Common Warrants will expire on the eighteen-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 F-12 Table of Contents 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 our 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 2023, 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 lesser 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, 2023, January 1, 2024, and January 1, 2025, an additional 9,548 , 19,193 , and 21,172 shares, respectively, were authorized under the 2021 Plan. As of December 31, 2025, 38,291 shares were available for issuance under the 2021 Plan. The Company recorded total stock-based compensation in its Statements of Operations as follows (in thousands): Years Ended December 31, 2025 2024 Research and development $ 773 $ 1,240 General and administrative 1,227 1,833 Total stock-based compensation expense $ 2,000 $ 3,073 Stock options The following table summarizes the range of assumptions used to estimate the fair value of stock options issued using the Black-Scholes-Merton option pricing model: 2025 2024 Stock price $ 14.25 $ 86.00 to $ 129.75 Exercise price $ 14.25 $ 86.00 to $ 129.75 Expected volatility 106.8 % to 107.9 % 97.1 % to 102.2 % Risk free interest rates 4.1 % to 4.6 % 4.1 % to 4.5 % Expected term (years) 6.5 to 7 5 to 7 For the years ended December 31, 2025 and 2024 , a dividend yield of 0 % was used because the Company has not historically paid and does not intend to pay a dividend on Common Stock in the foreseeable future. The expected stock price volatility assumption was estimated based on the historical volatilities for industry peers, as the Company had no active market for its stock prior to the IPO and limited history for issuance price of its stock. The risk-free rate assumption is determined using the yield currently available on U.S. Treasury zero coupon issues with a remaining term commensurate with the expected term of the award. The expected term of the option represents the period the options are expected to be outstanding. F-13 Table of Contents The following table summarizes the activity for stock options under the 2013 and 2021 Plans for the year ended December 31, 2025: Options Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 103,485 $ 153.50 7.9 $ — Issued 60,200 $ 14.25 Exercised - $ — Forfeited and cancelled ( 3,257 ) $ 92.64 Outstanding at December 31, 2025 160,428 $ 102.46 7.8 $ — Exercisable at December 31, 2025 79,792 $ 150.73 6.7 $ — 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. The weighted average grant date fair value of stock options issued was $ 12.25 and $ 87.75 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 , total unrecognized compensation cost related to options was approximately $ 2.8 million and is expected to be recognized over the remaining weighted average service period of 2.2 years. Warrants The following table summarizes the range of assumptions used to estimate the fair value of warrants issued using the Black-Scholes-Merton option pricing model: 2025 2024 Stock price $ 7.50 to $ 18.75 $ 73.75 to $ 129.75 Exercise price $ 9.50 to $ 21.25 $ 73.75 to $ 129.75 Expected volatility 96.30 % to 103.80 % 97.06 % to 100.64 % Risk free interest rates 3.87 % to 3.91 % 4.12 % to 4.39 % Expected term (years) 1.5 to 5 5.5 to 7 For the years ended December 31, 2025 and 2024 , a dividend yield of 0 % was used because the Company has not historically paid and does not intend to pay a dividend on Common Stock in the foreseeable future. The expected stock price volatility assumption was estimated based on the historical volatilities for industry peers, as the Company had no active market for its stock prior to the IPO and limited history for issuance price of its stock. The risk-free rate assumption is determined using the yield currently available on U.S. Treasury zero coupon issues with a remaining term commensurate with the expected term of the award. The expected term of the option represents the period the options are expected to be outstanding. F-14 Table of Contents The following table summarizes the activity for warrants for the year ended December 31, 2025: Warrants Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 81,663 $ 108.00 4.7 $ — Issued 266,019 $ 20.50 Exercised ( 2,640 ) $ 21.25 Forfeited and cancelled ( 5,744 ) $ 110.27 Outstanding at December 31, 2025 339,298 $ 40.11 3.0 $ 13 Exercisable at December 31, 2025 338,427 $ 39.84 2.9 $ 13 All warrants outstanding are exercisable for purchase of common stock. The Company concluded the warrants described in Note 7 are accounted for under ASC 718 and were determined to be equity-classified. As of December 31, 2025, 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 1.8 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, (the “Shelton Lease”). The Company had a one-time option to cancel the Shelton Lease after 36 months if it provided written notice before the end of month 30 . A payment of approximately $ 47,000 would have been due at the end of month 36 if the Company exercised this option. This option was not exercised. Rent expense for both the years ended December 31, 2025 and 2024 were $ 34,000 . Cash paid for operating leases for the years ended December 31, 2025 and 2024 was approximately $ 68,000 and $ 38,000 , respectively. The following table summarizes the balance sheet classification of the operating lease asset and related lease liabilities as of December 31, 2025 and December 31, 2024 (in thousands): December 31, 2025 December 31, 2024 Right-of-use asset, net $ 96 $ 122 Lease liability, current portion 31 28 Lease liability, net of current portion 79 110 $ 110 $ 138 F-15 Table of Contents The following variables were used to determine the right-of-use asset and the operating lease liabilities at December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Weighted average remaining lease term 3.2 years 4.2 years Weighted average operating lease discount rate 6.4 % 6.4 % Future minimum lease payments under the lease agreement as of December 31, 2025 were as follows (in thousands): Year ended 2026 $ 37 2027 39 2028 39 2029 7 Total lease payments $ 122 Less: Amounts representing interest ( 12 ) Present value of lease liabilities $ 110 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 October 2023, the Company issued 3,200 warrants for consulting services to be rendered by two shareholders, which vested over the subsequent twelve months. These warrants were valued at $ 198,000 , of which the remaining $ 149,000 was expensed to general and administrative expense during the year ended December 31, 2024 . In April 2024, the Company entered into a non-material agreement with a service organization controlled by a board member. For the years ended December 31, 2025 and 2024, the Company expensed $ 49,910 and $ 42,110 , and paid $ 49,910 and $ 40,310 to the service organization for services performed, which is recognized in research and development expenses on the statement of operations. As of both December 31, 2025 and 2024, the Company recognized $ 1,800 in accrued expenses. Note 12. Income Taxes On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”) which includes, among other provisions, changes to the U.S. corporate income tax system, including the allowance of 100% expensing of qualified asset expenditures, immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain other provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for 2025, beginning January 19, 2025. Under ASC 740, Income Taxes, the Company is required to recognize the effects of changes in tax laws in the period in which the legislation is enacted. The enactment did not impact our effective tax rate for the year ended December 31, 2025. The Company does not currently expect OBBBA to have a material impact on its long-term effective tax rate. The components of the Company’s provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate were as follows (in thousands): F-16 Table of Contents 2025 2024 Percent Amount Percent Amount Statutory federal income tax rate 21.0 % $ ( 2,437 ) 21.0 % $ ( 3,414 ) State income taxes, net of federal income tax benefit* — % — — % — Change in valuation allowance ( 20.5 )% 2,388 ( 20.1 )% 3,267 Other adjustments — % 3 ( 0.2 )% 38 Other permanent items ( 0.5 )% 46 ( 0.7 )% 109 Provision for income taxes — % $ — — % $ — *The Company files state income taxes in Connecticut The components of the net deferred tax assets are as follows (in thousands): 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 14,218 $ 10,235 Capitalized research expense 2,219 3,774 Share based compensation 2,139 1,713 Research and development credits 488 495 Compensation accrual 215 — Lease liability 30 37 Gross deferred tax assets 19,309 16,254 Less valuation allowance ( 19,283 ) ( 16,221 ) Total deferred tax assets 26 33 Deferred tax liabilities: Right of use assets ( 26 ) ( 33 ) Total deferred tax liabilities ( 26 ) ( 33 ) Deferred income taxes, net $ — $ — As of December 31, 2025, the Company has U.S. federal and state net operating loss carryforwards of $ 52.8 million and $ 52.7 million, respectively, which may be used to offset future taxable income, if any. As of December 31, 2024 , the Company had U.S. federal and state net operating loss carryforwards of $ 38.0 million and $ 38.0 million, respectively, which may be used to offset future taxable income, if any. The Company’s U.S. federal and state net operating loss carryforwards begin to expire in 2033 and the U.S. federal net operating losses generated between 2018 and 2024 can be carried forward indefinitely. Federal loss carryforwards of $ 7.0 million expire between the years 2033 and 2037, and the remainder have no expiration date. As of December 31, 2025 and 2024, the Company has U.S. federal and state credit carryforwards of $ 0.3 million and $ 0.2 million, respectively, which may be used to offset future taxable income, if any. The Company’s U.S. federal and state credit carryforwards begin to expire in 2033. The Company’s ability to utilize these net operating loss carryforwards and tax credit carryforwards may be limited if the Company experiences an ownership change pursuant to Internal Revenue Code Section 382 and 383. An ownership change occurs when the ownership percentages of 5% or greater stockholders change by more than 50% over a three-year period. The Company has not completed an analysis under Section 382 of the Code. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company provides a valuation allowance to offset deferred tax assets for net operating losses incurred during the year and for other deferred tax assets where, in the Company’s opinion, it is more likely than not that the financial statement benefit of these losses will not be realized. The increase in valuation allowance for the years ended December 31, 2025 and 2024 totaled $ 3.1 million and $ 4.2 million, respectively. F-17 Table of Contents The Company’s policy is to classify interest and penalties, if any, as components of the income tax provision in the statement of operations. The Company has no t recorded any unrecognized tax benefit, interest or penalty in the years ended December 31, 2025 and 2024. The Company is subject to income tax in the U.S. Federal and Connecticut jurisdictions. The Company did not make any income tax payments during the years ended December 31, 2025 and 2024. As no income taxes were paid, disaggregation by federal or state jurisdiction was not applicable for the periods presented. Note 13. 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 CODM for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 Research and development expenses: Clinical trial expenses: IT-01 Study (Phase 1/2 Metastatic Cancers) (a) $ — $ ( 128 ) INVINCIBLE-2 Study (Phase 2 Breast) (a) — 233 INVINCIBLE-3 Study (Phase 3 Sarcoma) (b) 3,806 6,225 INVINCIBLE-4 Study (Phase 2 Breast) (c) 461 524 Other clinical trial expenses 18 223 Clinical trial expenses 4,285 7,077 Contract manufacturing 71 657 Salaries and benefits related 1,521 1,379 Consulting & Other (d) 135 143 Stock-based compensation 773 1,240 Research and development expenses 6,785 10,496 General and administrative expenses: Salaries and benefits related 1,417 884 Legal fees 451 728 Audit fees 310 349 Consulting 609 768 Insurance 670 874 Other (e) 503 653 Stock-based compensation 1,227 1,833 General and administrative expenses 5,187 6,089 Loss from operations ( 11,972 ) ( 16,585 ) Other segment items, net (f) 366 317 Net loss $ ( 11,606 ) $ ( 16,268 ) (a) Completed study. (b) In March 2025, the Company paused new site activations and patient enrollments due to funding constraints. (c) In September 2025, the Company paused new patient enrollment to revise the dosing regimen for patients receiving INT230-6. (d) Consulting & Other includes research and development consulting costs and travel-related costs. (e) Other includes facility expenses, office supplies, computer and software related costs, public relations costs, and travel-related costs. F-18 Table of Contents (f) Other segment items include interest income, interest expense, and foreign exchange gains and losses. Note 14. Subsequent Events ATM Sales Agreement Issuances Subsequent to December 31, 2025 through March 22, 2026, the Company issued 16,154 shares of common stock under the ATM Sales Agreement for net proceeds of $ 0.2 million. ATM Sales Agreement 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, not including the Shares previously sold under the Sales Agreement. F-19