SEC Form 424B5 filed by Intensity Therapeutics Inc.
$INTS
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-280681
PROSPECTUS SUPPLEMENT No. 4
(To the Sales Agreement Prospectus dated July 11, 2024 and
the Base Prospectus, dated July 11, 2024)
INTENSITY THERAPEUTICS, INC.
Up to $30,000,000
Common Stock
We have previously entered into an at the market offering agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) relating to shares of our common stock offered by this prospectus supplement and the sales agreement prospectus dated July 11, 2024 (the “July 11, 2024 sales agreement prospectus”) and the base prospectus dated July 11, 2024 (the “July 11, 2024 prospectus”). In accordance with the terms of the Offering Agreement, we may offer and sell shares of our common stock, $0.0001 par value per share, from time to time through Wainwright acting as our agent (the “ATM Offering”).
Our common stock is listed on The Nasdaq Capital Market under the symbol “INTS.” On December 3, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.4098 per share.
We are filing this prospectus supplement to supplement and amend, as of December 4, 2025, the July 11, 2024 sales agreement prospectus and July 11, 2024 base prospectus to increase the maximum aggregate gross sales price of our common stock that may be offered, issued and sold under the Offering Agreement from and after the date hereof to $30,000,000 (the “ATM Offering Size Increase”), not including the shares of common stock previously sold. Under the July 11, 2024 sales agreement prospectus, we initially registered up to $15,000,000 of our common stock for offer and sale pursuant to the Offering Agreement, which was reduced to $7,000,000 on November 20, 2024, further reduced to $15,000 on June 11, 2025, and then increased to $9,650,000 pursuant to the prospectus supplement dated June 18, 2025. As of the date of the filing of this prospectus supplement, we have sold 29,026,358 shares of our common stock that are covered by the July 11, 2024 sales agreement prospectus pursuant to the Offering Agreement for an aggregate gross sales price of $10,227,589.
The purpose of this prospectus supplement is to update the July 11, 2024 sales agreement prospectus to reflect the ATM Offering Size Increase. Except as modified by this prospectus supplement, the terms of the ATM Offering remain unchanged, and the Offering Agreement remains in full force and effect.
The July 11, 2024 sales agreement prospectus and July 11, 2024 base prospectus and prior prospectus supplements dated November 20, 2024, June 11, 2025 and June 18, 2025, respectively, indicated that we were, at that time, subject to General Instruction I.B.6. of Form S-3, which limited the amount that we were able to sell under the registration statement of which the prospectus forms a part. We are currently no longer subject to the offering limits imposed by General Instruction I.B.6. of Form S-3. As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of common stock held by non-affiliates, was approximately $76,499,742, which was calculated based on our 57,954,350 outstanding shares of common stock held by non-affiliates at a price of $1.32 per share, the closing price of our common stock on the Nasdaq Capital Market on October 30, 2025. If we become subject to the offering limits in General Instruction I.B.6. of Form S-3 in the future, we will file another prospectus supplement.
Our business and an investment in our common stock involve significant risks. These risks are described under the caption “Risk Factors” beginning on pages S-6 and 5 of the July 11, 2024 sales agreement prospectus and July 11, 2024 base prospectus, respectively, and in the documents incorporated by reference into the July 11, 2024 sales agreement prospectus and July 11, 2024 base prospectus, as well as the risks and uncertainties described in other documents we file with the Securities and Exchange Commission, or SEC.
Neither the SEC nor any state securities commission has approved of anyone’s investment in these securities or determined if this prospectus supplement, the July 11, 2024 sales agreement prospectus and July 11, 2024 base prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
H.C. Wainwright & Co.
The date of this prospectus supplement is December 4, 2025.