intensity-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-41109

_________________________

INTENSITY THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			46-1488089
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1 Enterprise Drive, Suite 430, Shelton, CT			06484-4779
(Address of Principal Executive Offices)			(Zip Code)

(203) 221-7381

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $0.0001 par value

INTS

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

As of August 7, 2024, the registrant had 13,771,852 shares of common stock outstanding.


		Page
PART I - FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of June 3 0 , 2024 (Unaudited) and December 31, 2023	1
	Condensed Statements of Operations for the Three and Six Months Ended June 3 0 , 2024 and 2023 (Unaudited)	2
	Condensed Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficiency) for the Three and Six Months Ended June 30 , 2024 and 2023 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months Ended June 30 , 2024 and 2023 (Unaudited)	4
	Notes to the Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19

PART II - OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23


	June 30, 2024		December 31, 2023
	(Unaudited)		*
ASSETS
Current assets:
Cash and cash equivalents	$	3,241	$	8,556
Marketable debt securities	3,083		6,220
Prepaid expenses and other current assets	1,116		688

Total current assets	7,440		15,464
Right-of-use asset, net	135		147
Other assets	1,098		1,684
Total assets	$	8,673	$	17,295

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,919	$	3,048
Accrued expenses	1,258		891
Lease liability, current portion	27		20
Total current liabilities	3,204		3,959
Other long-term liabilities	—		36
Lease liability, long-term portion	124		138
Total liabilities	3,328		4,133
Commitments and contingencies

Stockholders' equity:
Preferred stock, par value $.0001. Authorized shares of 15,000,000 as of both June 30, 2024 and December 31, 2023. None issued and outstanding as of both June 30, 2024 and December 31, 2023.	-		-
Common stock, par value $.0001. Authorized shares of 135,000,000 as of June 30, 2024 and December 31, 2023, respectively. Issued and outstanding shares of 13,712,877 and 13,709,377 as of June 30, 2024 and December 31, 2023, respectively.	1		1
Additional paid-in capital	65,433		63,676
Accumulated deficit	(60,089)		(50,515)
Total stockholders’ equity	5,345		13,162
Total liabilities and stockholders’ equity	$	8,673	$	17,295


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating expenses:
Research and development	$	3,563	$	859	$	6,378	$	1,633
General and administrative	1,506		362		3,434		843
Total operating expenses	5,069		1,221		9,812		2,476
Loss from operations	(5,069)		(1,221)		(9,812)		(2,476)

Other income (expense):
Interest income	98		-		238		-
Interest expense	-		(222)		-		(304)
Loss on debt extinguishment	-		(2,262)		-		(2,262)
Other income	-		4		-		5
Net loss	$	(4,971)	$	(3,701)	$	(9,574)	$	(5,037)

Preferred stock deemed dividend	-		(1,324)		-		(1,324)
Net loss attributable to common stockholders	$	(4,971)	$	(5,025)	$	(9,574)	$	(6,361)

Loss per share, basic and diluted	$	(0.36)	$	(1.43)	$	(0.70)	$	(1.84)
Weighted average number of shares of common stock, basic and diluted	13,712,152		3,516,579		13,710,819		3,463,635


	Series A Redeemable Convertible Preferred Stock			Series B Convertible Preferred			Series C Convertible Preferred			Common Stock			Additional Paid in Capital		Accumulated Deficit		Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balances at December 31, 2023	-	$	-	-	$	-	-	$	-	13,709,377	$	1	$	63,676	$	(50,515)	$	13,162
Exercise of warrants	-	-		-	-		-	-		2,500	-		8		-		8
Stock-based compensation expense	-	-		-	-		-	-		-	-		1,155		-		1,155
Net loss	-	-		-	-		-	-		-	-		-		(4,603)		(4,603)
Balances at March 31, 2024	-	-		-	-		-	-		13,711,877	1		64,839		(55,118)		9,722
Exercise of options	-	-		-	-		-	-		1,000	-		3		-		3
Stock-based compensation expense	-	-		-	-		-	-		-	-		591		-		591
Net loss	-	-		-	-		-	-		-	-		-		(4,971)		(4,971)
Balances at June 30, 2024	-	$	-	-	$	-	-	$	-	13,712,877	$	1	$	65,433	$	(60,089)	$	5,345


			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.


	June 30,
	2024	2023



Options outstanding	2,037,129	1,044,250
Warrants outstanding	829,450	660,750
	2,866,579	1,705,000


	June 30, 2024		December 31, 2023
Savings and checking accounts at major U.S. financial institutions	$	434	$	367
U.S. Treasury securities money market fund	2,807		8,189

Total	$	3,241	$	8,556


	June 30, 2024		December 31, 2023
Prepaid insurance	$	711	$	647
Prepaid research and development costs	290		—
Prepaid other	115		41
Total	$	1,116	$	688


	June 30, 2024		December 31, 2023
Accrued research and development costs	$	752	$	439
Accrued employee compensation-related expenses	419		392
Accrued other	87		60
Total	$	1,258	$	891


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	217	$	230	$	783	$	465
General and administrative	374		82		963		159
Total stock-based compensation expense	$	591	$	312	$	1,746	$	624


	Six Months Ended June 30,
	2024	2023
Stock price	$3.76 to $5.19	n/a
Exercise price	$3.76 to $5.19	n/a
Expected volatility	97.06% to 101.55%	n/a
Risk free interest rates	4.12% to 4.46%	n/a
Expected term (years)	5 to 7	n/a


	Options	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	1,239,750	$	8.00	6.4	$	1,865
Issued	798,379	$	5.06
Exercised	(1,000)	$	4.00
Forfeited and cancelled	—	$	—
Outstanding at June 30, 2024	2,037,129	$	6.85	7.4	$	538
Exercisable at June 30, 2024	1,049,025	$	7.58	5.7	$	302


	Six Months Ended June 30,
	2024	2023
Stock price	$4.50 to $5.19	$4.50 to $5.00
Exercise price	$4.50 to $5.19	$6.00 to $6.25
Expected volatility	97.06% to 100.64%	101.46% to 103.85%
Risk free interest rates	4.12% to 4.39%	3.59% to 3.97%
Expected term (years)	5 to 6.25	3 to 5


	Warrants	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	801,950	$	6.30	3.9	$	2,096
Issued	50,000	$	4.85
Exercised	(2,500)	$	3.00
Forfeited and cancelled	(20,000)	$	3.00
Outstanding at June 30, 2024	829,450	$	6.31	4.0	$	186
Exercisable at June 30, 2024	730,700	$	6.35	3.6	$	176


	June 30, 2024		June 30, 2023
Weighted average remaining lease term	4.9 years		5.2 years
Weighted average operating lease discount rate	6.4	%	6.4	%


Year ended
2024 (remainder of year)	$	18
2025	36
2026	37
2027	39
2028 and thereafter	46
Total lease payments	176
Less: Amounts representing interest	(25)
Present value of lease liabilities	$	151

SEC Form 10-Q filed by Intensity Therapeutics Inc.