UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~February 24, ~~2025~~2026 (~~October~~February 2119, ~~2025~~2026)

Inhibitor Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-13467

30-0793665

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

3014 West Palmira Ave., Suite 302

Tampa, FL 33629 (813) 864-2562

(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

OnSecurities ~~October~~Purchase ~~21, 2025, Inhibitor Therapeutics, Inc. (the “Company”) entered into a performance-based master services agreement (the “~~Agreement~~”) with Frameshift Management, Inc~~., a Delaware corporation (the “Consultant”), pursuant to which the Consultant shall provide the Company with consulting services for biostatistics, regulatory, business development and strategic consulting in support of Company’s programs in basal cell carcinomas in Gorlin’s syndrome, and related services that the Company may request (the “Services”). The Consultant’s program of support will utilize the Company’s proprietary new formulation of itraconazole, with the unvested equity compensation realized only after certain requirements described in the Agreement. Pursuant to the Agreement the Consultant will provide the Services to the Company, which commenced on October 21, 2025, and continues for an indefinite period until terminated in accordance with the terms of the Agreement, as specified in one or more statements of work (the “SOW”). The term and scope of each project will be set forth in the applicable SOW. As consideration for such services, the Consultant will be compensated at a previously agreed upon rate.

InOn ~~addition~~February 19, 2026, Inhibitor Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Investor”), for certain financing (the “Financing”), pursuant to ~~performance~~which ~~commitments~~the ~~and~~Company ~~payment~~has ~~terms~~agreed to sell to the Investor 12,000,000 shares of its common stock, par value $0.0001 per share (the “Common ~~Agreement~~Stock”) ~~includes~~and ~~customary~~to ~~provisions~~issue ~~relating~~to the Investor a Common Stock Purchase Warrant to ~~confidentiality~~purchase up to 7,000,000 ~~indemnification~~shares of Common Stock (the “Warrant”), in consideration for the Investor’s investment of $3,000,000 therefor ($0.25 per share of Common Stock and ~~liability~~accompanying Warrant). The shares of Common Stock sold in the Financing and the shares of Common Stock exercisable, ~~intellectual~~pursuant to ~~property~~the Warrant will be subject to transfer restrictions under the Securities Act of 1933, ~~data~~as ~~protection~~amended (the “Securities Act”), unless ~~termination~~they ~~rights~~are registered for resale pursuant to a registration statement, ~~compliance~~in the future, or sold pursuant to an exemption from registration under the Securities Act. The Company intends to use the proceeds received by the Company in connection with ~~applicable~~the ~~laws~~Financing for working capital and ~~dispute~~general ~~resolution~~corporate purposes.

The ~~foregoing~~SPA ~~description~~also ofincludes ~~the~~customary ~~Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement~~representations, ~~which~~warranties ~~is filed as Exhibit 10.1 to this Current Report on Form 8-K~~ and ~~is incorporated herein by reference~~covenants.

~~Item~~As of ~~5.02~~February ~~Departure~~24, 2026, the filing date of ~~Directors~~this orCurrent ~~Certain~~Report ~~Officers;~~on ~~Election~~Form of8-K, ~~Directors;~~the ~~Appointment~~Financing contemplated under the terms and conditions of the ~~Certain~~SPA ~~Officers;~~has ~~Compensatory~~not ~~Arrangements~~yet been closed and funded. The Company expects the Financing to close and fund within a reasonable period of ~~Certain~~time ~~Officers~~hereafter.

~~Effective~~The onforegoing ~~October~~description ~~21,~~of ~~2025,~~ the ~~Board~~SPA ofdoes ~~Directors~~not ~~(the~~purport ~~“Board”)~~to ofbe ~~the~~complete ~~Company~~and ~~approved~~is qualified in its entirety by reference to the ~~Inhibitor~~full ~~Therapeutics,~~text ~~Inc.~~of the ~~2025~~SPA, ~~Equity~~which ~~Incentive~~is ~~Plan~~filed ~~(the~~as ~~“2025~~Exhibit ~~Plan”)~~10.1 ~~The~~to ~~material~~this ~~terms~~Current ofReport ~~the~~on ~~2025~~Form ~~Plan~~8-K ~~are~~and ~~summarized~~is asincorporated ~~follows:~~herein by reference.

~~Eligibility~~Common Stock Purchase Warrant.

In connection with the Financing, the Company will issue the Warrant to the Investor. The Warrant will be exercisable for a period of three ~~Administrator~~(3) ~~may~~years ~~grant~~after ~~awards~~issuance at an exercise price of $0.35 per share of Common Stock. If the Warrant is exercised for all 7,000,000 shares of Common Stock exercisable thereunder, this would result in additional gross proceeds to ~~any~~the ~~service~~Company ~~providers~~of $2,450,000. The Warrant will also provide for customary adjustments upon a reclassification or recapitalization of the shares of Common Stock as, for example, a forward or reverse stock split.

~~Administration~~The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~The~~Lock-Up ~~2025 Plan will be administered by the Board or one more committees or subcommittees of the Board, which will be comprised of not less than one member (collectively, the “Administrator”)~~Agreement. The Administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of the 2025 Plan, subject to the 2025 Plan’s express terms and conditions. The Administrator will also set the terms and conditions of all awards under the 2025 Plan, including any vesting and vesting acceleration conditions.

~~Share~~In ~~Reserve~~connection with the Financing, the Investor executed and entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which it agreed, subject to certain exceptions, not to sell or transfer the shares of Common Stock issued in the Financing or any shares of Common Stock issued upon exercise of the Warrant, until the earlier of (i) nine (9) months after the execution date of the SPA or (ii) the date on which there is a Change in Control (as such term is defined in the Lock-Up Agreement) of the Company.

The ~~maximum~~foregoing ~~aggregate~~description ~~number~~ of ~~shares of~~ the ~~Company’s~~Lock-Up ~~common~~Agreement ~~stock~~does ~~that~~not ~~may~~purport to be ~~issued~~complete ~~under~~and is qualified in its entirety by reference to the ~~2025~~full text ~~Plan~~of the Lock-Up Agreement, which is 20filed ~~million~~as ~~shares~~Exhibit ~~of common~~10.2 ~~stock~~to this Current Report on Form 8-K and is incorporated herein by reference.

Types of Awards

The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock- or cash-based awards (collectively, “awards”).

The foregoing description of the 2025 Plan is not complete and is subject to, and qualified in its entirety by, to the full text of the 2025 Plan, a copy of which is attached as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Shareholder Approval

The Company plans to solicit/receive shareholder approval within 12 months of the effective date of adoption of the Plan by the Board. Plan provides that if such approval is not timely received the Plan terminates, as do any awards made thereunder.

Item 9.01

Financial Statements and Exhibits.

(d) The following exhibit is filed with this report.

Exhibit No.		Description of Exhibit
10.1+		Master Services Agreement, dated October 21, 2025
4.1		Form of Common Stock Purchase Warrant
10.2		Inhibitor Therapeutics, Inc. 2025 Equity Incentive Plan
10.1		Securities Purchase Agreement, dated February 19, 2026
10.2		Lock-Up Agreement, dated February 19, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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: October 24, 2025	INHIBITOR THERAPEUTICS, INC.
Dated: February 24, 2026	INHIBITOR THERAPEUTICS, INC.
	By:	/s/ Francis E. O’Donnell
	Name:	Francis E. O’Donnell
	Title:	Executive Chairman and CEO

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