Form SC 13G - Statement of acquisition of beneficial ownership by individuals
June 07 2024 - 4:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934 (Amendment No. ___)*
INTENSITY
THERAPEUTICS, INC.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
45828J103
(CUSIP Number)
5/31/2024
(Date of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
(1) |
Names
of reporting persons:
LFP
Management, LLC |
(2) |
Check
the appropriate box if a member of a group (see instructions)
☐
(a) ☐ (b) |
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization:
Delaware |
Number
of
shares
beneficially
owned by each
reporting
person with: |
(5) |
Sole
voting power:
745,872
(1) |
(6) |
Shared
voting power:
0 |
(7) |
Sole
dispositive power:
745,872
(1) |
(8) |
Shared
dispositive power:
0 |
(9) |
Aggregate
amount beneficially owned by each reporting person:
745,872
(1) |
(10) |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
|
(11) |
Percent
of class represented by amount in Row (9)
5.4% |
(12) |
Type
of reporting person (see instructions):
CO |
| (1) | Includes
49,000 warrants to purchase common stock of the Issuer that are exercisable with 60 days of May 31, 2024. Based on 13,711,877 shares
of common stock outstanding on May 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2024, as filed with the Securities and Exchange Commission on May 9, 2024. |
SCHEDULE
13G
CUSIP:
45828J103
| Item
1(a) | Name
of issuer: Intensity Therapeutics, Inc. |
| Item
1(b) | Address
of issuer’s principal executive offices: |
1
Enterprise Drive, Suite 430, Shelton, CT 06484-4779
| 2(a) | Name
of person filing: LFP Management, LLC |
| 2(b) | Address
or principal business office or, if none, residence: |
c/o
LFP Management, LLC, 444 West Lake Street, Suite 1900, Chicago IL 60606
| 2(c) | Citizenship:
United States |
| 2(d) | Title
of class of securities: Common Stock, par value $0.0001 per share |
| Item
3. | If
this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a: |
(a) | ☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | ☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a–8); |
(e) | ☐ |
An
investment adviser in accordance with §240.13d–1(b)(1)(ii)(E); |
(f) | ☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F); |
(g) | ☐ |
A
parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G); |
(h) | ☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
(i) | ☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a–3); |
(j) | ☐ |
A
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
(k) | ☐ |
Group,
in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with§240.13d–1(b)(1)(ii)(J), please specify the type of institution:
___________ |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount
beneficially owned: See the response(s) to Item 9 on the attached cover page(s). |
| (b) | Percent
of class: See the response(s) to Item 11 on the attached cover page(s). |
| (c) | Number
of shares as to which the person has: |
| (i) | Sole
power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s) |
| (ii) | Shared
power to vote or to direct the vote See the response(s) to Item 6 on the attached cover page(s). |
| (iii) | Sole
power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s) |
| (iv) | Shared
power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). |
| Item
5. | Ownership
of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐. |
Dissolution
of a group requires a response to this item.
| Item
6. | Ownership
of More than 5 Percent on Behalf of Another Person. |
Not
Applicable
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not
Applicable
| Item
8. | Identification
and Classification of Members of the Group. |
Not
Applicable
| Item
9. | Notice
of Dissolution of Group. |
Not
Applicable
Not
Applicable
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
June 7, 2024
|
LFP
MANAGEMENT, LLC |
|
|
|
By: |
/s/ Sophia Stratton |
|
Title: |
Manager |
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