Intensity Therapeutics Inc.
07/03/2024 | Press release | Distributed by Public on 07/03/2024 14:09
Material Agreement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement.
On July 3, 2024, Intensity Therapeutics, Inc. (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 $15,000,000 of shares of its common stock (the "Shares") through Wainwright as the Company's sales agent (the "ATM Offering"). 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.
Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be "at-the-market" equity offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through The Nasdaq Capital Market, the trading market for the Company's common stock, or any other existing trading market in the United States for the Company's common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Subject to the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time based upon the Company's instructions (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay Wainwright a commission of 3.0% of the gross sales price of the Shares sold under the Sales Agreement. The Company has also provided Wainwright with customary indemnification rights and has agreed to reimburse Wainwright for certain expenses. The offer and sale of the Shares pursuant to the ATM Offering will terminate upon the earlier of (a) the sale of all Shares pursuant to the Sales Agreement or (b) the termination of the Sales Agreement by Wainwright or the Company pursuant to its terms.
The Shares will be offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-280681) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC") on July 3, 2024, and the sales agreement prospectus that forms a part of such Registration Statement, following such time as the Registration Statement is declared effective by the SEC.
The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.