Intensity Therapeutics Inc

This proposal asks stockholders to approve an amendment to the Company’s 2021 Stock Incentive Plan that would add 150,000 shares to the plan’s reserve (increasing the total authorized under the plan from 258,270 to 408,270). Management is seeking shareholder approval primarily to ensure sufficient share availability to continue granting customary equity awards used for recruiting, retention and long‑term incentive purposes; the filing states the increase is necessary to maintain competitive levels of equity grants and to align employee interests with stockholders. Nasdaq listing rules and tax rules for Incentive Stock Options (Section 422 of the Code) also require stockholder approval for such an increase, so the vote enables both regulatory compliance and favorable tax treatment for future option grants. The company discloses that as of April 1, 2026 there were 160,428 outstanding options and 88,899 shares available under the plan, and the board frames the request in the context of historical burn rates (noting 2025 adjusted gross/net burn of ~4.2–4.4%, with higher burn in 2024). If the proposal fails, the company warns it could face competitive disadvantages in hiring and retention, potentially forcing higher cash compensation or other measures that could be less aligned with shareholder interests. The amendment contains standard anti‑repricing protections, recoupment/clawback language, and evergreen adjustments described in the plan; the full amended plan is appended as Appendix A to the proxy. From a governance perspective, the incremental dilution from 150,000 shares should be assessed relative to the current share base and outstanding awards (the company discloses weighted average exercise price and remaining lives), and while dilution is nontrivial for a small-cap issuer, management justifies the request by reference to talent needs and historically-used compensation practices. The board unanimously recommends FOR; institutional investors will evaluate the request in light of burn rate, grant practices, potential future dilution, the company’s stage and hiring plans, and whether existing governance safeguards (no‑repricing without stockholder approval, clawback, limits on director compensation) are adequate.

This management proposal requests shareholder approval to add 25,000 shares to the Company’s 2024 Employee Stock Purchase Plan, increasing the reserve available for employee purchases. The stated rationale is twofold: to preserve favorable tax treatment under Section 423 of the Internal Revenue Code for employee purchases and to support recruitment, retention and employee ownership by ensuring the plan has sufficient shares for continued offerings. The company discloses that as of April 1, 2026 only 14,891 shares remained available under the ESPP and that the 25,000-share increase represents less than 1% of outstanding shares, suggesting the dilution impact is modest. The ESPP terms provide for six-month offering periods with a purchase price equal to 85% of the lower of the fair market value at the start or end of the offering period; roughly seven employees are eligible under the plan as described. If the amendment is not approved, the company could exhaust ESPP availability and potentially lose a useful retention/engagement tool or need to redesign compensation alternatives that may be less tax-favored. The board recommends FOR and frames the amendment as a routine replenishment to maintain employee benefit programs and tax qualification; governance-minded investors will weigh the small dilution against the benefits of employee ownership and the plan’s design (discounted purchase price, eligibility limits, Section 423 compliance).

This proposal asks shareholders to authorize the board (through meeting officers) to postpone or adjourn the annual meeting as needed to solicit additional proxies if there are insufficient votes to adopt the proposals or to establish a quorum. It is a routine procedural authorization commonly used to permit management to continue solicitations and ensure that votes can be obtained without reconvening a new meeting; the company notes it does not currently intend to adjourn if sufficient votes exist. The filing clarifies that under the bylaws the chairman may adjourn or recess the meeting regardless of quorum status, and that the vote required is a simple majority of shares present or represented. The proxy statement also explains that broker discretionary voting rules permit brokers to vote uninstructed shares on this item (unlike most other non-routine matters), which reduces the risk of broker non-votes for this proposal and increases the likelihood that adjournment authority will pass if needed. The board recommends FOR as a procedural safeguard to permit efficient proxy solicitation and to avoid the expense and delay of re-solicitation or reconvening a meeting in the event of insufficient votes or lack of quorum. Investors typically view this proposal as non-controversial; governance considerations focus on whether management will use adjournment authority opportunistically or only as a reasonable tool to achieve an adequate shareholder vote.