10-Q - INTI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(MarkOne)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended ### June 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _______________to _______________

Commission

file number 001-13467

InhibitorTherapeutics, Inc.

(Exactname of registrant as specified in its charter)

Delaware	30-0793665
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)
4905 South West Shore Blvd<br><br> <br>Tampa, FL	33611-3329
(Address of principal executive offices)	(Zip Code)

Registrant’s

telephone number (including area code):

813-864-2562

Not

Applicable

(Formername, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As

of August 11, 2023, there were 171,998,545 shares of company common stock issued and outstanding.

Inhibitor

Therapeutics, Inc.

Quarterly

Report on Form 10-Q

TABLE

OF CONTENTS

		Page
Part I. Financial Information
Item<br> 1.	Condensed Financial Statements (unaudited)
	Condensed Balance Sheets as of June 30, 2023 and December 31, 2022	1
	Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022	2
	Condensed Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022	3
	Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022	4
	Notes to Condensed Financial Statements	5
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item<br> 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item<br> 4.	Controls and Procedures	9
Cautionary Note on Forward Looking Statements		10
Part II. Other Information
Item<br> 1	Legal Proceedings	11
Item<br> 1A.	Risk Factors	11
Item<br> 2	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item<br> 3	Defaults upon Senior Securities	12
Item<br> 4	Mine Safety Disclosures	11
Item<br> 5	Other Information	11
Item<br> 6.	Exhibits	12
Signatures		13

INHIBITOR

THERAPEUTICS, INC.

CONDENSED

BALANCE SHEETS

AS

OF JUNE 30, 2023 AND DECEMBER 31, 2022

			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	10,100,327		$	11,951,224
Prepaid expenses	58,007			23,900
Total current assets	10,158,334			11,975,124
Total assets	10,158,334		$	11,975,124
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	11,750		$	145,161
Notes payable, related party	—			411,000
Accrued expenses and other liabilities	32,109			122,621
Total current liabilities	43,859			678,782
Deferred revenue	3,000,000			3,000,000
Total liabilities	3,043,859			3,678,782
Commitments and contingencies (note 5)	—			—
Stockholders’ equity:
Series A Preferred Stock, 0.0001 par value; 500,000 shares authorized; no shares issued and outstanding at June 30, 2023 and December 31, 2022	—			—
Series B Convertible, Redeemable, Preferred Stock, 0.0001 par value; 7,246,377 shares authorized; no shares issued and outstanding at June 30, 2023 and December 31, 2022	—			—
Undesignated Preferred Stock, 0.0001 par value; 2,253,623 shares authorized; no shares issued or outstanding at June 30, 2023 and December 31, 2022	—			—
Preferred<br> stock, value	-			-
Common stock, 0.0001 par value; 500,000,000 shares authorized; 171,968,134 and 171,793,134 shares issued and outstanding at June 30, 2023 and December 31, 2022	17,197			17,179
Additional paid-in capital	54,045,316			54,033,084
Accumulated deficit	(46,948,038	)		(45,753,921	)
Total stockholders’ equity	7,114,475			8,296,342
Total liabilities and stockholders’ equity	10,158,334		$	11,975,124

All values are in US Dollars.

See

notes to condensed financial statements

| 1 |

| --- |

INHIBITOR

THERAPEUTICS, INC.

CONDENSED

STATEMENTS OF OPERATIONS

FOR

THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended <br><br>June 30,						Six Months Ended <br><br>June 30,
	2023			2022			2023			2022
Revenues:	$	—		$	—		$	—		$	—
Expenses:
Research and development		233,993			6,150			435,391			6,150
General and administrative		508,468			64,654			936,794			158,154
Total expenses		742,461			70,804			1,372,185			164,304
Loss from operations		(742,461	)		(70,804	)		(1,372,185	)		(164,304	)
Other income / (expenses):
Interest expense, related party		—			(6,763	)		—			(12,173	)
Interest income		87,940			—			178,068			—
Net loss		(654,521	)		(77,567	)		(1,194,117	)		(176,477	)
Preferred stock dividend		—			(49,863	)		—			(99,178	)
Net loss applicable to common stockholders	$	(654,521	)	$	(127,430	)	$	(1,194,117	)	$	(275,655	)
Basic and diluted net loss applicable to common stockholders per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average common stock shares outstanding – basic and diluted		171,968,134			376,858,323			171,881,117			376,858,323

See

notes to condensed financial statements

| 2 |

| --- |

INHIBITOR

THERAPEUTICS, INC.

CONDENSED

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Preferred <br> Stock– Series B				Common Stock				Additional <br>Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, January 1, 2023		—	$	—		171,793,134	$	17,179	$	54,033,084	$	(45,753,921	)	$	8,296,342
Net loss		—		—		—		—		—		(539,596	)		(539,596	)
Balances, March 31, 2023		—	$	—		171,793,134	$	17,179	$	54,033,084	$	(46,293,517	)	$	7,756,746
Issuance of common stock under equity incentive plan		—		—		175,000		18		12,232		—			12,250
Net loss		—		—		—		—		—		(654,521	)		(654,521	)
Balances, June 30, 2023		—	$	—		171,968,134	$	17,197	$	54,045,316	$	(46,948,038	)	$	7,114,475
	Preferred <br> Stock– Series B				Common Stock				Additional <br>Paid-In		Accumulated			Total Stockholders’
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, January 1, 2022		5,797,102	$	3,960,866		376,858,323	$	37,686	$	50,051,711	$	(57,671,109	)	$	(3,620,846	)
Preferred stock dividends, related party		—		—		—		—		—		(49,315	)		(49,315	)
Net loss		—		—		—		—		—		(98,910	)		(98,910	)
Balances, March 31, 2022		5,797,102	$	3,960,866		376,858,323	$	37,686	$	50,051,711	$	(57,819,334	)	$	(3,769,071	)
Preferred stock dividends, related party		—		—		—		—		—		(49,863	)		(49,863	)
Net loss		—		—		—		—		—		(77,567	)		(77,567	)
Balances, June 30, 2022		5,797,102	$	3,960,866		376,858,323	$	37,686	$	50,051,711	$	(57,946,764	)	$	(3,896,501	)

See

notes to condensed financial statements

| 3 |

| --- |

INHIBITOR

THERAPEUTICS, INC.

CONDENSED

STATEMENTS OF CASH FLOWS

FOR

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

	2023			2022
	Six Months Ended June 30,
	2023			2022
Operating activities:
Net loss	$	(1,194,117	)	$	(176,477	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		12,250			—
Changes in assets and liabilities:
Prepaid expenses		(34,107	)		14,586
Accounts payable and other current liabilities		(223,923	)		56,210
Net cash used in operating activities		(1,439,897	)		(105,681	)
Financing activities:
Proceeds from notes payable, related party		—			100,000
Payments made on notes payable, related party		(411,000	)		—
Net cash (used in) provided by financing activities		(411,000	)		100,000
Net change in cash and cash equivalents		(1,850,897	)		(5,681	)
Cash and cash equivalents at beginning of period		11,951,224			30,626
Cash and cash equivalents at end of period	$	10,100,327		$	24,945
Non-cash financing activities:
Accrued, but unpaid dividends	$	—		$	99,178

See

notes to condensed financial statements

| 4 |

| --- |

INHIBITOR

THERAPEUTICS, INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

1.Corporate overview:

Overview

The accompanying unaudited condensed financial statements of Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”, “INTI”, “we”, “us” or similar terminology), have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of June 30, 2023, and for all periods presented, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023 (the “2022 Annual Report”). The accompanying condensed balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date, but does not include all information and footnotes required by GAAP for complete financial statements.

As

used herein, the term “Common Stock” means the Company’s common stock, $0.0001 par value per share.

The results of operations for the three-month and six-month period ended June 30, 2023, are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. Readers of this Quarterly Report are strongly encouraged to review the risk factors relating to the Company which are set forth in the 2022 Annual Report and the Company’s other filings with the SEC.

Natureof the Business and Background

The Company is a pharmaceutical development company that is focused on developing and ultimately commercializing innovative therapeutics based on already approved active pharmaceuticals that have patent-protected methods of use and/or methods of delivery for patients with certain cancers and certain non-cancerous proliferation disorders. The Company has explored and expects to continue to explore acquiring or licensing other innovative pre-clinical and clinical stage therapeutics addressing unmet needs for the treatment of cancer and other diseases based on repurposing active ingredients of already approved drugs.

The Company’s current primary focus is on the development of therapies initially for basal cell carcinoma, prostate and lung cancers in the United States utilizing itraconazole, a drug currently approved by the U.S. Food and Drug Administration (“FDA”) to treat fungal infections, and which has an extensive history of safe and effective use in humans. The Company has developed intellectual property and know-how related to the treatment of cancer patients using itraconazole. In particular, the Company is negotiating with Johns Hopkins University to license US Patent 8,890,930 B2 which deals with methods of inhibiting angiogenesis, and treating or preventing a disease or disorder (or symptoms thereof) associated with angiogenesis such as cancers like basal cell carcinomas.

Following the resolution of the litigation involving the Company in December 2022 and the resulting settlement agreement, the new Board and management of the Company intend to continue the development of itraconazole for BCCNS, and other cancers and non-cancerous proliferative disorders. To that end, the development or acquisition of its own proprietary and patent-protected formulation of itraconazole is anticipated. In addition, the Company is exploring the addition of other product candidates that meet our strict criteria: products that target an unmet medical need of significant clinical value, and are patent protected, and that qualify for the 505(b)2 regulatory pathway.

| 5 |

| --- |

INHIBITOR

THERAPEUTICS, INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

2.Summary of Significant Accounting Policies:

Estimates

The preparation of condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

RevenueRecognition

The

Company currently has no ongoing source of revenues. Miscellaneous income, including interest, is recognized when earned by the Company. Deferred revenue represents cash received for royalties in advance of being earned. Such payments are reflected as deferred revenue until recognized under the Company’s revenue recognition policy. Deferred revenue would be classified as current if management believes the Company will be able to recognize the deferred amount as revenue within twelve months of the balance sheet date. Deferred revenue will be recognized when the product is sold and the royalty is earned. All deferred revenue is related to a basal cell carcinoma nevus syndrome (BCCNS) product which is yet to be approved by FDA, and as a result the Company has determined that 100% of the advances of the royalty received should be classified as non-current. At June 30, 2023 and December 31, 2022, deferred revenue consisted of $3.0 million of royalties advanced by Mayne Pharma Ventures Pty Ltd. (“Mayne Pharma”).

Cashand Cash Equivalents

Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds and sweep accounts with original maturities of three months or less. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At times, the Company may maintain cash balances in excess of Federal Deposit Insurance Corporation insured amounts. The Company continues to monitor the third-party depository institutions that hold the Company’s cash and limits its cash deposits to financial institutions with high credit standing.

Researchand Development Expenses

Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties who conduct research and development activities on behalf of the Company.

Stock-BasedCompensation

The

Company accounts for stock-based awards to employees and non-employees using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 – Accounting for Share-Based Payments, which provides for the use of the fair value based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair values of restricted stock units issued are determined by the Company based predominantly on the trading price of the common stock on the date of grant. Fair value of each common stock option is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term and the risk-free interest rate. Expected volatility is based on historical volatility of a peer group’s common stock and other factors estimated over the expected term of the options. The expected term of the options granted is derived using the “simplified method” which computes the expected term as the average of the weighted-average vesting term and the contract term. The risk-free rate is based on the U.S. Treasury yield. During the six months ended June 30, 2023, we granted 175,000 shares of restricted common stock that are restricted as to trading for a period of one year from the date of grant. No stock-based awards were issued during the six months ended June 30, 2022.

| 6 |

| --- |

INHIBITOR

THERAPEUTICS, INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited)

2.Summary of Significant Accounting Policies (continued):

IncomeTaxes

Deferred tax assets and liabilities are recognized for future tax consequences attributed to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that are expected to apply to the differences in the periods that they are expected to reverse. Management has evaluated the guidance relating to accounting for uncertainty in income taxes and has determined that the Company had no uncertain income tax positions that could have a significant effect on the financial statements as of June 30, 2023.

Recentaccounting pronouncements:

Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that any will have a material impact on the Company’s financial statements.

3.Notes payable, related party

The

balance outstanding on the notes payable, related party at December 31, 2022 was $411,000 and was repaid in February 2023.

4.Stockholders’ Equity:

EmployeeStock Plans

During

the six months ended June 30, 2023, we granted 175,000 restricted common shares with an aggregate grant date fair value of approximately $0.01 million to the members of our Board of Directors under the equity incentive plan. The common shares are fully vested upon issuance and are restricted as to trading for a period of one year from the date of grant.

There was no

stock-based compensation for the six months ended

June 30, 2022. As of June 30, 2023, there were 2,575,646

outstanding common stock options under the Company’s

equity incentive plan of which 100% were vested. There was no

unamortized stock-based compensation at June

30, 2023. The weighted-average remaining contractual life and weighted-average exercise price per share as of June 30, 2023 were 6.3 years and $0.09, respectively. The common stock options had no intrinsic value as of June 30, 2023.

5.Legal Proceedings:

The Company may from time to time become a party to various legal proceedings arising in the ordinary course of business. The Company is not currently the subject of any pending legal proceedings.

| 7 |

| --- |

Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Thefollowing discussion and analysis should be read in conjunction with the Condensed Financial Statements and Notes thereto included elsewherein this Quarterly Report. This discussion contains certain forward-looking statements that involve risks and uncertainties. The Company’sactual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as aresult of certain factors, including, but not limited to, those set forth herein and elsewhere in this Quarterly Report and in the Company’sother filings with the SEC. See “Cautionary Note Regarding Forward Looking Statements” below.

Asused in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise indicated,the terms “the Company”, “we”, “us”, “our” and similar terminology refer to InhibitorTherapeutics, Inc.

Backgroundof the Company

We are a pharmaceutical development company that is focused on developing and ultimately commercializing innovative therapeutics based on already approved active pharmaceuticals that have patent-protected methods of use and/or methods of delivery for patients with certain cancers and certain non-cancerous proliferation disorders. We also have explored and expect to continue to explore acquiring or licensing other innovative pre-clinical and clinical stage therapeutics addressing unmet needs for the treatment of cancer and other diseases based on repurposing active ingredients of already approved drugs.

Our current primary focus is on the development of therapies initially for basal cell carcinoma, prostate and lung cancers in the United States utilizing itraconazole, a drug currently approved by the U.S. Food and Drug Administration (“FDA”) to treat fungal infections, and which has an extensive history of safe and effective use in humans. The Company has developed, intellectual property and know-how related to the treatment of cancer patients using itraconazole. In particular, the Company is negotiating with Johns Hopkins University to license US Patent 8,890,930 B2 which deals with methods of inhibiting angiogenesis, and treating or preventing a disease or disorder (or symptoms thereof) associated with angiogenesis such as cancers like basal cell carcinomas.

CriticalAccounting Policies

See Note 2 of the Notes to Condensed Financial Statements included in Item 1 of this Quarterly Report for a summary of significant accounting policies and information on recently issued accounting pronouncements.

Resultsof Operations

Forthe three months ended June 30, 2023 compared to the three months ended June 30, 2022

Researchand Development Expenses. We recognized approximately $0.2 million in research and development expenses during the three months ended June 30, 2023. The expenses are primarily patent-related expenses and personnel costs relating to research and development activities. We recognized less than $0.01 million in research and development expenses during the three months ended June 30, 2022, relating to minimal costs incurred relating to patents.

Generaland Administrative Expenses. We recognized approximately $0.5 million and $0.1 million in general and administrative expenses during the three months ended June 30, 2023 and June 30, 2022, respectively. General and administrative expenses are composed primarily of compensation, insurance, professional fees and other related costs. The increase of approximately $0.4 million is due primarily to the increase in overhead costs incurred as a result of the governance and management transitions related to litigation that resolved in December 2022.

| 8 |

| --- |

Interestexpense. We recognized approximately $0.01 million in interest expense during the three months ended June 30, 2022 associated with the outstanding balance on the Mayne Term Debt Facility during the period. There was no such interest incurred during the same period in 2023.

Interestincome. We recognized approximately $0.1 million interest income during the three months ended June 30, 2023. The interest income was generated from the proceeds resulting from the legal settlement received by the Company in December 2022 which earned interest within the Company’s depository accounts during the period. There was no such income recorded during the same period in 2022.

Forthe six months ended June 30, 2023 compared to the six months ended June 30, 2022

Researchand Development Expenses. We recognized approximately $0.4 million in research and development expenses during the six months ended June 30, 2023. The expenses are primarily patent-related expenses and personnel costs relating to research and development activities. We recognized less than $0.01 million in research and development expenses during the six months ended June 30, 2022, relating to minimal costs incurred relating to patents.

Generaland Administrative Expenses. We recognized approximately $0.9 million and $0.2 million in general and administrative expenses during the six months ended June 30, 2023 and June 30, 2022, respectively. General and administrative expenses are composed primarily of compensation, insurance, professional fees and other related costs. The increase of approximately $0.7 million is due primarily to the increase in overhead costs incurred as a result of the governance and management transitions related to litigation that resolved in December 2022.

Interestexpense. We recognized approximately $0.01 million in interest expense during the six months ended June 30, 2022 associated with the outstanding balance on the Mayne Term Debt Facility during the period. There was no such interest incurred during the same period in 2023.

Interestincome. We recognized approximately $0.2 million interest income during the six months ended June 30, 2023. The interest income was generated from the proceeds resulting from the legal settlement received by the Company in December 2022 which earned interest within the Company’s depository accounts during the period. There was no such income recorded during the same period in 2022.

Liquidityand Capital Resources

We are presently developing and conducting our business plan and are exploring the potential acquisition or license of additional product candidates. Based on our current operational plan and budget, we expect that we will have sufficient cash to manage our business as now contemplated for more than 12 months. As we determine capital requirements for existing and new opportunities, we will consider raising additional capital in the public market.

Item3. Quantitative and Qualitative Disclosures About Market Risk

None.

Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, the Company’s management, with the participation of the Company’s Chief Executive Officer and Interim Chief Financial Officer (the “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a–15I and 15d–15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.

| 9 |

| --- |

Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective.

Changesin Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our second fiscal quarter of 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitationson the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

CAUTIONARY

NOTE ON FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (and the “Liquidity and Capital Resources” section thereof) and elsewhere may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to our plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects”, “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties, including those detailed in our filings with the SEC. Actual results, including, without limitation: (i) our ability to develop and ultimately commercialize therapeutics, or (ii) the application and availability of corporate funds and our need for future funds. Such forward-looking statements also involve other factors which may cause our actual results, performance or achievements to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Such factors include, among others,

●	acceptance<br> of our business model by investors and potential commercial collaborators;
●	our<br> future capital requirements and our ability to satisfy our capital needs;
●	our<br> ability to commence and complete required clinical trials of product candidates and obtain approval from the FDA or other regulatory<br> agencies in different jurisdictions;
●	our<br> ability to secure and maintain key development and commercialization partners for our product candidate;
●	our<br> ability to obtain, maintain or protect the validity of our owned or licensed patents and other intellectual property;
●	our<br> ability to internally develop, acquire or license new inventions and intellectual property;
●	our<br> ability to retain key executive members;
●	interpretations<br> of current laws and the passages of future laws, rules and regulations applicable to our business; and
●	those<br> risk factors listed under Item 1A of our 2022 Annual Report and other factors detailed from time to time in our other filings with<br> the SEC.

Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

| 10 |

| --- |

PART

II. OTHER INFORMATION

Item1. Legal Proceedings

The Company may from time to time become a party to various legal proceedings arising in the ordinary course of business. The Company is not currently the subject of any pending legal proceedings.

Item1A. Risk Factors.

Not required for smaller reporting companies.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item3. Defaults upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

Not applicable.

| 11 |

| --- |

Item6. Exhibits.

Number	Description
31.1	Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302
31.2	Certification of Interim Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302
32.1	Certification Pursuant To 18 U.S.C. Section 1350 (*)
32.2	Certification Pursuant To 18 U.S.C. Section 1350 (*)
101.ins	Inline<br> XBRL Instance Document
101.sch	Inline<br> XBRL Taxonomy Extension Schema Document
101.cal	Inline XBRL<br> Taxonomy Calculation Linkbase Document
101.def	Inline<br> XBRL Taxonomy Definition Linkbase Document
101.lab	Inline<br> XBRL Taxonomy Label Linkbase Document
101.pre	Inline<br> XBRL Taxonomy Presentation Linkbase Document
104	The<br> cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL.
*	A<br> signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company<br> and furnished to the Securities and Exchange Commission or its staff upon request.

| 12 |

| --- |

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INHIBITOR<br> THERAPEUTICS, INC.
Date:<br> August 11, 2023	By:	/s/ Francis E. O’Donnell
		Francis<br> E. O’Donnell<br><br> <br>Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer)
Date:<br> August 11, 2023	By:	/s/ James A. McNulty
		James<br> A. McNulty<br><br> <br>Interim<br> Chief Financial Officer, Treasurer and Secretary<br><br> <br>(Principal<br> Financial Officer)

| 13 |

| --- |

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a)

I, Francis E. O’Donnell, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Inhibitor Therapeutics, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries as applicable, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023

/s/ Francis E. O’Donnell
Francis E. O’Donnell
Chief Executive Officer

Exhibit 31.2

Certification of Interim Chief Financial Officer

Pursuant to Rule 13a-14(a)

I, James A. McNulty, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Inhibitor Therapeutics, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023

/s/ James A. McNulty
James A. McNulty
Interim Chief Financial Officer, Treasurer and Secretary

Exhibit 32.1

INHIBITOR THERAPEUTICS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Inhibitor Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Francis E. O’Donnell, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Francis E. O’Donnell
Francis E. O’Donnell
Chief Executive Officer
August 11, 2023

Exhibit 32.2

INHIBITOR THERAPEUTICS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Inhibitor Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James A. McNulty, Interim Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ James A. McNulty
James A. McNulty
Interim Chief Financial Officer, Treasurer and Secretary
August 11, 2023