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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 15, 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
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (813) 864-2562

 

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 of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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))

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act: None

 

 

 

 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth below in Item 5.07 is incorporated by reference in this Item 5.02.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 15, 2026, Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following three proposals:

 

Proposal 1 - Election of Directors

 

Francis E. O’Donnell, Samuel J. Sears, Niraj Vasisht, Michelle Yanez, Michael Jerman and Ronald E. Osman were each elected to serve on the Board of Directors (the “Board”) for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified. The final results of the voting were as follows:

 

Director Nominee  Votes For  Withheld  Broker
Non-Votes
Francis E. O’Donnell  96,676,056  2,783,870  12,986,028
Samuel J. Sears  96,676,056  2,783,870  12,986,028
Niraj Vasisht  96,676,056  2,783,870  12,986,028
Michelle Yanez  98,342,951  1,116,975  12,986,028
Ronald E. Osman  96,676,056  2,783,870  12,986,028
Michael Jerman  98,342,951  1,116,975  12,986,028

 

Proposal 2 - Auditor Ratification

 

The Company’s stockholders ratified the previous appointment by the Board of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final results of the voting were as follows:

 

Votes For  Votes Against  Abstentions  Broker
Non-Votes
110,776,019  1,668,434  1,501  -

 

Proposal 3 – Incentive Plan

 

The Company’s stockholders approved the 2025 Share Incentive Plan. The final results of the voting were as follows:

 

Votes For  Votes Against  Abstentions  Broker
Non-Votes
96,249,721  3,208,603  1,602  12,986,028

 

Proposal 4 - Say-on-Pay

 

The Company’s executive compensation, by non-binding advisory vote, was approved. The final results of the voting were as follows:

 

Votes For  Votes Against  Abstentions  Broker
Non-Votes
96,854,767  2,605,058  101  12,986,028

 

Proposal 5 - Frequency of Non-Binding Advisory Votes on Executive Compensation

 

The Company’s stockholders indicated, on an advisory basis, the preferred frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers as follows:

 

1 Year  2 Years  3 Years  Abstain 

Broker

Non-Votes

22,443,829  10,501  76,086,572  919,024  12,986,028

 

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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.

 

  INHIBITOR THERAPEUTICS, INC.
Dated: September 18, 2026    
  By: /s/ Francis E. O’Donnell
    Francis E. O’Donnell
    Chief Executive Officer

 

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