UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2024, the board of directors (the “Board”) of Intensity Therapeutics, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved and adopted the Incentive Compensation Plan (the “Plan”). The purpose of the Plan is to incentivize participants to achieve Individual Performance Objectives/Key Results and contribute to Company Milestones, collectively yielding effective Company Performance. The Plan is retroactively effective as of October 1, 2023.
Pursuant to the Plan, all salaried employees of the Company, including its executive officers, will be eligible to receive cash compensation based on attainment of certain performance goals (“Performance Goals”) tied to both individual performance, and performance of the Company as a whole. The Performance Goals will be set annually and will be pre-established by the Company’s Chief Executive Officer and will be approved by the Company’s Board. If the Performance Goals are achieved, a Plan participant’s bonus will be calculated with a formula that takes a percentage of the participant’s salary and multiplies that by weighted percentages that correspond to the achievement of the individual Performance Goals and the Company Performance Goals. The aforementioned weighted percentages will vary based on the Plan Participant’s level of impact on overall Company performance.
The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Document | |
| 10.1 | Incentive Compensation Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 7, 2024
| Intensity Therapeutics, Inc. | |||
| By: | /s/ Lewis H. Bender | ||
| Name: | Lewis H. Bender | ||
| Title: | Chief Executive Officer | ||
[Signature Page to the Form 8-K]
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