INAB / IN8bio, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

IN8bio, Inc.

Mga Batayang Estadistika
LEI 549300H68IVCRKSGSL94
CIK 1740279
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to IN8bio, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 7, 2025 EX-99.1

IN8bio Reports Second Quarter 2025 Financial Results and Recent Business Highlights

Exhibit 99.1 IN8bio Reports Second Quarter 2025 Financial Results and Recent Business Highlights • Delivered an oral presentation at ASCO 2025 Annual Meeting, demonstrating extended median progression-free survival (mPFS) in patients receiving multiple doses of INB-200, including a patient remaining progression-free for over four years. • Received the Host Region USA East Abstract Award at ISCT 20

August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ 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: 001-39692 IN8BIO, IN

August 7, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

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): August 07, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

June 30, 2025 8-K

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): June 24, 2025 IN8bio, Inc. (Exact

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): June 24, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 4, 2025 EX-3.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of IN8bio, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IN8BIO, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) IN8bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CE

June 4, 2025 8-K

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): June 3, 2025 IN8bio, Inc. (Exact

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): June 3, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 2, 2025 8-K

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): June 2, 2025 IN8bio, Inc. (Exact

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): June 2, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 2, 2025 EX-99.1

IN8bio Presents Positive Phase 1 Data of INB-200 in Newly Diagnosed GBM Demonstrating Prolonged Progression-Free Survival

Exhibit 99.1 IN8bio Presents Positive Phase 1 Data of INB-200 in Newly Diagnosed GBM Demonstrating Prolonged Progression-Free Survival • Repeated doses of INB-200 demonstrate extended median progression-free survival (mPFS) of 16.1 months, more than double the expected 6.9 months typically observed with the standard-of-care (SOC) Stupp protocol • INB-200 is well-tolerated, showing no serious toxic

May 9, 2025 8-K

Current Report

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): May 8, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 7, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM    TO     Commission File Numbe

May 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ 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: 001-39692 IN8BIO, I

May 7, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 07, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 7, 2025 EX-99.1

IN8bio Reports First Quarter 2025 Financial Results and Recent Business Highlights

Exhibit 99.1 IN8bio Reports First Quarter 2025 Financial Results and Recent Business Highlights • Phase 1 clinical data of INB-100 continues to demonstrate long-term durable remissions, with 100% of treated Acute Myeloid Leukemia (AML) patients remaining relapse-free with median follow-up of 20.1 months as of January 17, 2025, as presented at the 2025 Transplantation & Cellular Therapy (TCT) Meeti

April 29, 2025 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

April 28, 2025 8-K

Current Report

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): April 28, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 28, 2025 EX-4.3

Form of Amendment to Series A Warrant issued to Participating Holders (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on April 28, 2025).

EX-4.3 Exhibit 4.3 IN8BIO, INC. AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT, dated as of April [•], 2025 (this “Amendment”), amends that certain SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder thereof or its permitted assi

April 28, 2025 EX-4.4

Form of Amendment to Series B Warrant

EX-4.4 Exhibit 4.4 IN8BIO, INC. AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT, dated as of April [•], 2025 (this “Amendment”), amends that certain SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder thereof or its permitted assi

April 28, 2025 EX-99.1

IN8bio Unveils Promising New Data from Next Generation Gamma-Delta T Cell Engager (TCE) Platform at AACR 2025

EX-99.1 Exhibit 99.1 IN8bio Unveils Promising New Data from Next Generation Gamma-Delta T Cell Engager (TCE) Platform at AACR 2025 • First gamma-delta (gd) TCE to demonstrate significant gd T cell expansion and activation, potentially offering an alternative to conventional CD3-based approaches without significant adverse events such as cytokine release syndrome (CRS) • INB-600 TCE platform signif

April 28, 2025 EX-10.1

Amendment No. 1 to Stock Purchase Agreement, dated April 27, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on April 28, 2025).

EX-10.1 Exhibit 10.1 IN8BIO, INC. AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of April 27, 2025 (the “Effective Date”), amends that certain Securities Purchase Agreement (the “Agreement”), dated as of September 30, 2024, between IN8bio, Inc. (the “Company”) and each of the Investors party thereto. Capitalized t

April 28, 2025 EX-4.1

Form of 2025 Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on April 28, 2025).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 28, 2025 EX-10.2

Form of Inducement Letter

Exhibit 10.2 IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118 April   , 2025 Re: Inducement Offer to Exercise Series A Warrant and Series B Warrant Dear Holder: IN8BIO, INC. (the “Company”), a Delaware corporation, is pleased to offer to you the opportunity to exercise for cash all or a portion of your Series A warrant and/or Series B warrant to purchase shares of the Company’s com

April 28, 2025 8-K

Entry into a Material Definitive Agreement

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): April 27, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 28, 2025 EX-10.3

Form of Exchange Letter

EX-10.3 Exhibit 10.3 IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118 April    , 2025 To the Holder of Series A and Series B Warrants to Purchase Common Stock Re: Inducement Offer to Exchange Series A and Series B Warrants to Purchase Common Stock Dear Holder: IN8BIO, INC. (the “Company”) is pleased to offer to you the opportunity to receive pre-funded warrants to purchase       sh

April 28, 2025 EX-4.2

Form of Amendment to Series A Warrant issued to Participating Holders

EX-4.2 Exhibit 4.2 IN8BIO, INC. AMENDMENT NO. 2 TO SERIES A COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 2 TO SERIES A COMMON STOCK PURCHASE WARRANT, dated as of April [•], 2025 (this “Amendment”), amends that certain SERIES A COMMON STOCK PURCHASE WARRANT ([as previously amended,] the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder ther

March 17, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 17, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 13, 2025 EX-10.23

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of March 14, 2024 (the “Effective Date”), by and between Kate M.

March 13, 2025 EX-4.3

Description of the Registrant’s Securities.

Exhibit 4.3 DESCRIPTION OF THE REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes selected information regarding our capital stock, as well as provisions of; (i) our amended and restated certificate of incorporation; (ii) our amended and restated bylaws; and (iii) the general Corporation Law of the State of Delaware

March 13, 2025 EX-99.1

IN8bio Reports Fourth Quarter and Full-Year 2024 Financial Results and Recent Business Highlights

Exhibit 99.1 IN8bio Reports Fourth Quarter and Full-Year 2024 Financial Results and Recent Business Highlights • Ongoing Phase 1 and Phase 2 clinical programs continue to exhibit long-term durable remissions in hard-to-treat cancers, including glioblastoma (GBM) and 100% of treated Acute Myeloid Leukemia (AML) patients remaining relapse-free • Expanded pipeline with INB-600 platform, featuring nov

March 13, 2025 EX-10.9

IN8BIO, Inc. Non-Employee Director Compensation Policy

Exhibit 10.9 IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”)

March 13, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 13, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

March 13, 2025 S-8

As filed with the Securities and Exchange Commission on March 13, 2025

As filed with the Securities and Exchange Commission on March 13, 2025 Registration No.

March 13, 2025 EX-19.1

Insider Trading Policy.

IN8BIO, Inc. Insider Trading Policy Policy Principles • Employees, directors, other applicable members of management and designated consultants (each a “Covered Person,” and collectively, “Covered Persons”) of IN8bio, Inc. and its subsidiaries (together, the “Company”) are responsible for understanding the obligations that come with having access to material nonpublic information and wanting to tr

March 13, 2025 EX-10.10

IN8BIO, Inc. Non-Employee Director Compensation Policy

Exhibit 10.10 IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”

March 13, 2025 10-K

tm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

tm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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 001-39692 IN8BIO, INC.

March 13, 2025 EX-10.20

EMPLOYMENT AGREEMENT

EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of January 20, 2021 (the “Effective Date”), by and between Patrick McCall (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”). Recitals WHEREAS, the Company wishes

March 13, 2025 EX-10.19

EMPLOYMENT AGREEMENT

EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of October 7, 2021 (the “Effective Date”), by and between Trishna Goswami, MD (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”). Recitals WHEREAS, the Company wis

March 13, 2025 EX-10.21

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

EXHIBIT 10.21 EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT In consideration of my employment or continued employment by IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”), the compensation paid to me now and during my employment with the Company, and the Company’s agreement to provide me with access to its Con

March 13, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) IN8bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value pe

March 13, 2025 EX-97

IN8bio, Inc. Incentive Compensation Recoupment Policy Approved: October 23, 2023

Exhibit 97 IN8bio, Inc. Incentive Compensation Recoupment Policy Approved: October 23, 2023 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of IN8bio, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Polic

March 5, 2025 8-K

Current Report

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): March 4, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 5, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 3, 2025 EX-99.1

IN8bio Announces Advanced Gamma-Delta (gd) T cell Engager (TCE) Platform for Oncology and Autoimmune Diseases

Exhibit 99.1 IN8bio Announces Advanced Gamma-Delta (gd) T cell Engager (TCE) Platform for Oncology and Autoimmune Diseases • Proprietary platform represents the first known approach capable of sustained gd T cell expansion, eliminating target cells with robust potency • INB-619, a next generation gd TCE targeting CD19, eradicates B cells in preclinical models, maintaining depletion over time as gd

March 3, 2025 8-K

Current Report

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): March 3, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

February 11, 2025 EX-99.1

IN8bio Reports Updated Positive Results from Phase 1 Trial of INB-100 in Leukemia Patients

EX-99.1 Exhibit 99.1 IN8bio Reports Updated Positive Results from Phase 1 Trial of INB-100 in Leukemia Patients • 100% of acute myeloid leukemia (AML) patients across both original and expansion cohorts remain in complete remission (CR), with a median follow-up of 20.1 months • AML patients treated demonstrated one-year progression-free survival (PFS) and overall survival (OS), exceeding real-worl

February 11, 2025 8-K

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): February 11, 2025 IN8bio, Inc. (E

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): February 11, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

February 7, 2025 8-K

Current Report

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): February 5, 2025 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numb

December 10, 2024 EX-99.1

IN8bio Reports Continued Progression-Free Survival in Phase 1 Investigator-Sponsored Trial of INB-100 Allogeneic Gamma-Delta T Cells for Leukemias at the 2024 American Society of Hematology Annual Meeting

Exhibit 99.1 IN8bio Reports Continued Progression-Free Survival in Phase 1 Investigator-Sponsored Trial of INB-100 Allogeneic Gamma-Delta T Cells for Leukemias at the 2024 American Society of Hematology Annual Meeting • INB-100 continues to demonstrate durable complete remissions (CR) with no relapses observed in any acute myeloid leukemia (AML) patients including those with high-risk disease afte

December 10, 2024 8-K

Current Report

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): December 10, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 25, 2024 EX-99.1

IN8bio Reports Continued Durable Remissions in Phase 1 Trial of INB-200 in Plenary Oral Presentation at the Society for Neuro-Oncology (SNO) Annual Meeting

Exhibit 99.1 IN8bio Reports Continued Durable Remissions in Phase 1 Trial of INB-200 in Plenary Oral Presentation at the Society for Neuro-Oncology (SNO) Annual Meeting • 50% of patients who received repeated doses (n=10) remained alive and in remission beyond the expected median overall survival (OS) from standard-of-care Stupp regimen while none of the patients who received a single dose (n=3) a

November 25, 2024 8-K

Current Report

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): November 25, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 12, 2024 EX-10.5

IN8BIO, Inc. Non-Employee Director Compensation Policy

294993051 v2 IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”)

November 12, 2024 EX-10.8

Separation Agreement, by and between the Company and Trishna Goswami, dated as of September 6, 2024

September 6, 2024 Via Email Dr. Trishna Goswami Dear Trishna: This letter sets forth the substance of the separation agreement (the “Agreement”) that IN8bio, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. Your last day of work with the Company and your employment termination date will be September 6, 2024 (the “Separation Date”). 2. Accrued Compensatio

November 12, 2024 EX-99.1

IN8bio Reports Third Quarter 2024 Financial Results and Recent Corporate Highlights

IN8bio Reports Third Quarter 2024 Financial Results and Recent Corporate Highlights - Reported 100% of Acute Myeloid Leukemia (AML) patients treated in INB-100 remain in complete remission (CR) at the 2024 European Hematology Association Congress and received FDA guidance for a future INB-100 registrational trial - INB-100 trial currently expanding enrollment up to approximately 25 patients at the recommended Phase 2 dose (RP2D) along with the potential to add additional centers and a prospective parallel observational cohort as a control - Closed private placement for net proceeds of $11.

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 12, 2024 EX-10.9

Non-Employee Director Compensation Policy (as amended August 30, 2024) (incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39692), filed with the SEC on November 12, 2024).

IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or h

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ 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: 001-39692 IN8BI

November 12, 2024 EX-10.2

L E A S E A G R E E M E N T By and between SLOSS MARTIN BISCUIT, LTD., by and through its Agent, SLOSS REAL ESTATE COMPANY, INC. (together “Landlord”) IN8BIO, INC. March 16, 2024 Martin Biscuit Building 2901 2nd Avenue South Birmingham, AL 35233 Suit

L E A S E A G R E E M E N T By and between SLOSS MARTIN BISCUIT, LTD., by and through its Agent, SLOSS REAL ESTATE COMPANY, INC. (together “Landlord”) And IN8BIO, INC. (“Tenant”) dated March 16, 2024 for Martin Biscuit Building 2901 2nd Avenue South Birmingham, AL 35233 Suite Number 210 containing approximately 8,116 square feet of Rentable Floor Area Term: 60-1/2 months 23134410.6 TABLE OF CONTEN

November 12, 2024 EX-10.4

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 270)

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 270) This Second Amendment to Lease Agreement (this “Amendment”) is made and entered into as of March 16, 2024, by and between SLOSS MARTIN BISCUIT, LTD.

November 12, 2024 424B3

55,494,910 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-282984 PROSPECTUS 55,494,910 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus or their donees, pledgees, assignees, transferees, distributees or other successors-in-interest (the “selling stockholders”) of up to an aggregate of 55,494,910 shares of our

November 12, 2024 EX-10.3

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 230)

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 230) This Second Amendment to Lease Agreement (this “Amendment”) is made and entered into as of March 16, 2024, by and between SLOSS MARTIN BISCUIT, LTD.

November 8, 2024 CORRESP

IN8BIO, Inc. 350 5th Avenue, Suite 5330 New York, New York 10118

CORRESP IN8BIO, Inc. 350 5th Avenue, Suite 5330 New York, New York 10118 November 8, 2024 VIA EDGAR Securities and Exchange Commission Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn:   Chris Edwards Re: IN8bio, Inc. (CIK No. 0001740279)   Registration Statement on Form S-3   File No. 333-282984   Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to R

November 4, 2024 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) IN8bio, Inc.

November 4, 2024 S-3

As filed with the Securities and Exchange Commission on November 4, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 4, 2024 Registration No.

October 11, 2024 SC 13D/A

INAB / IN8bio, Inc. / BIOS Fund II, LP - SC 13D/A Activist Investment

SC 13D/A 1 tm2425783d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) IN8bio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45674E 109 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 76107 Tel: (8

October 9, 2024 SC 13G

INAB / IN8bio, Inc. / HIRSCHMAN ORIN Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 IN8bio, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 45674E109 (CUSIP Number) October 1, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

October 1, 2024 EX-10.1

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on October 1, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2024, between IN8bio, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”). RECITALS A. The Company and each Investor is

October 1, 2024 EX-10.2

Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on October 1, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2024 by and among IN8bio, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of September 30, 2024, between the Company and each of the Investors identified on the signature pages thereto (t

October 1, 2024 EX-4.1

Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on October 1, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 1, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 30, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Nu

October 1, 2024 EX-4.3

Form of Amendment No. 1 to Common Stock Purchase Warrant (Series A) (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on October 1, 2024).

Exhibit 4.3 IN8BIO, INC. AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT, dated as of [•], 2024 (this “Amendment”), amends that certain COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company and Holder a

October 1, 2024 EX-4.2

Form of Series C Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on October 1, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

September 17, 2024 SC 13G/A

INAB / IN8bio, Inc. / HIRSCHMAN ORIN Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 IN8bio, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 45674E109 (CUSIP Number) June 14, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

September 11, 2024 8-K

Current Report

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 6, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

September 6, 2024 EX-10.4

Amendment to Employment Agreement, by and between the Company and Patrick McCall, dated as of August 30, 2024 (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on September 6, 2024).

Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) to that certain Employment Agreement, effective January 20, 2021 (the “Agreement”), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company,” and collectively with you, the “Parties”) is entered into as of this 30th day of August, 2024. W

September 6, 2024 EX-10.3

Amendment to Employment Agreement, by and between the Company and Lawrence Lamb, dated as of August 30, 2024 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on September 6, 2024).

Exhibit 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) to that certain Employment Agreement, effective December 30, 2020 (the “Agreement”), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company,” and collectively with you, the “Parties”) is entered into as of this 30th day of August, 2024.

September 6, 2024 8-K

Current Report

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): August 30, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

September 6, 2024 EX-10.5

Amendment to Employment Agreement, by and between the Company and Kate Rochlin, dated as of August 30, 2024 (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on September 6, 2024).

Exhibit 10.5 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) to that certain Employment Agreement, effective March 14, 2024 (the “Agreement”), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company,” and collectively with you, the “Parties”) is entered into as of this 30th day of August, 2024. WHE

September 6, 2024 EX-10.2

Amendment to Employment Agreement, by and between the Company and Trishna Goswami, dated as of August 30, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on September 6, 2024).

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (this “Amendment”) to that certain Employment Agreement, effective October 7, 2021 (the “Agreement”), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company,” and collectively with you, the “Parties”) is entered into as of this 30th day of August, 2024. WH

September 6, 2024 EX-10.1

Amended and Restated Employment Agreement, between Registrant and William Ho, dated as of August 30, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-39692), filed with the SEC on September 6, 2024).

Exhibit 10.1 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This amendment (this “Amendment”) to that certain Employment Agreement, effective December 1, 2020 (the “Agreement”), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company,” and collectively with you, the “Parties”) is entered into as of this 30th d

September 4, 2024 8-K

Current Report

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): August 30, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

September 4, 2024 EX-99.1

IN8bio Announces Clinical Pipeline Prioritization to Focus on INB-100 for Acute Myeloid Leukemia

Exhibit 99.1 IN8bio Announces Clinical Pipeline Prioritization to Focus on INB-100 for Acute Myeloid Leukemia - Top Priority Clinical Program: Working to drive significant value creation with INB-100 for AML; ongoing trial is actively enrolling additional patients into the expansion cohort to further support the observed 100% progression-free survival in AML patients as of August 30, 2024. - Suspe

August 12, 2024 EX-99.1

IN8bio Solidifies Position as a Clinical Leader of Gamma-Delta T Cell Therapy in Oncology with 100% of Treated AML Patients in Complete Remission and Receives FDA Guidance for Registrational Trial of INB-100

Exhibit 99.1 IN8bio Solidifies Position as a Clinical Leader of Gamma-Delta T Cell Therapy in Oncology with 100% of Treated AML Patients in Complete Remission and Receives FDA Guidance for Registrational Trial of INB-100 • Received FDA guidance on the registrational path for INB-100 in acute myeloid leukemia (AML), an investigational allogeneic gamma-delta T cell therapy, with IND submission antic

August 12, 2024 8-K

Current Report

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): August 12, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 12, 2024 424B5

Up to $14,700,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268288 PROSPECTUS SUPPLEMENT (To prospectus dated on November 21, 2022) Up to $14,700,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated November 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File

August 8, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 08, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 8, 2024 EX-10.2

L E A S E A G R E E M E N T By and between SLOSS MARTIN BISCUIT, LTD., by and through its Agent, SLOSS REAL ESTATE COMPANY, INC. (together “Landlord”) IN8BIO, INC. March 16, 2024 Martin Biscuit Building 2901 2nd Avenue South Birmingham, AL 35233 Suit

L E A S E A G R E E M E N T By and between SLOSS MARTIN BISCUIT, LTD., by and through its Agent, SLOSS REAL ESTATE COMPANY, INC. (together “Landlord”) And IN8BIO, INC. (“Tenant”) dated March 16, 2024 for Martin Biscuit Building 2901 2nd Avenue South Birmingham, AL 35233 Suite Number 210 containing approximately 8,116 square feet of Rentable Floor Area Term: 60-1/2 months 23134410.6 TABLE OF CONTEN

August 8, 2024 EX-10.4

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 270)

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 270) This Second Amendment to Lease Agreement (this “Amendment”) is made and entered into as of March 16, 2024, by and between SLOSS MARTIN BISCUIT, LTD.

August 8, 2024 EX-10.5

IN8BIO, Inc. Non-Employee Director Compensation Policy

294993051 v2 IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”)

August 8, 2024 EX-99.1

IN8bio Reports Second Quarter 2024 Financial Results and Recent Corporate Highlights

302406282 v3 IN8bio Reports Second Quarter 2024 Financial Results and Recent Corporate Highlights - Presented positive Phase 1 data showing 100% 1-year complete remission (CR) in evaluable patients with hematologic malignancies including acute myelogenous leukemia (AML) for INB-100 at the European Hematology Association (EHA) 2024 Congress - Continues to be an industry leader in the manufacturing

August 8, 2024 EX-10.3

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 230)

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 230) This Second Amendment to Lease Agreement (this “Amendment”) is made and entered into as of March 16, 2024, by and between SLOSS MARTIN BISCUIT, LTD.

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ 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: 001-39692 IN8BIO, IN

June 13, 2024 8-K

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): June 12, 2024 IN8bio, Inc. (Exact

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): June 12, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 13, 2024 EX-99.1

IN8bio Presents Positive Data Demonstrating Durable 1-year Complete Remission in 100% of Evaluable Patients in Phase 1 Trial of INB-100

EX-99.1 Exhibit 99.1 IN8bio Presents Positive Data Demonstrating Durable 1-year Complete Remission in 100% of Evaluable Patients in Phase 1 Trial of INB-100 • 100% of treated leukemia patients (n=10/10) achieved durable complete remission (CR) at 1-year, including high-risk and relapsed acute myeloid leukemia (AML) patients who had previously failed multiple lines of therapy, including CAR-T. • Da

June 3, 2024 EX-99.1

IN8bio Presents Progression-Free Survival Update from Phase 1 Study of INB-200 at 2024 American Society of Clinical Oncology Annual Meeting 92% of evaluable patients treated with INB-200 for glioblastoma exceeded a median progression-free survival (P

EX-99.1 Exhibit 99.1 IN8bio Presents Progression-Free Survival Update from Phase 1 Study of INB-200 at 2024 American Society of Clinical Oncology Annual Meeting 92% of evaluable patients treated with INB-200 for glioblastoma exceeded a median progression-free survival (PFS) of seven months achieved with the standard-of-care regimen (Stupp regimen) Majority of fully dosed patients exceeded the expe

June 3, 2024 8-K

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): June 3, 2024 IN8bio, Inc. (Exact

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): June 3, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 9, 2024 EX-99.1

IN8bio Reports First Quarter 2024 Financial Results and Recent Corporate Highlights

302406282 v3 IN8bio Reports First Quarter 2024 Financial Results and Recent Corporate Highlights - Presented new preclinical data demonstrating proof-of-concept for non-signaling Chimeric Antigen Receptor (nsCAR) platform to effectively target cancer cells while preserving healthy tissue - Demonstrated potential of nsCAR platform to treat previously “undruggable” solid and liquid tumor targets - Announced peer-reviewed publication in ‘Frontiers in Immunology’ on IN8bio’s DeltEx Drug Resistant Immunotherapy (DRI) approach to newly diagnosed glioblastoma multiforme (GBM) - Dosed first patient in autologous arm of INB-400 Phase 2 clinical trial for patients with newly diagnosed GBM NEW YORK, May 9, 2024 - IN8bio, Inc.

May 9, 2024 EX-10.5

Non-Employee Director Compensation Policy (as amended February 5, 2024) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39692), filed with the SEC on May 9, 2024).

294993051 v2 IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”)

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ 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: 001-39692 IN8BIO, I

May 9, 2024 EX-10.2

Lease Agreement (Suite 210) between the Company and Sloss Martin Biscuit, Ltd., dated March 16, 2024

L E A S E A G R E E M E N T By and between SLOSS MARTIN BISCUIT, LTD., by and through its Agent, SLOSS REAL ESTATE COMPANY, INC. (together “Landlord”) And IN8BIO, INC. (“Tenant”) dated March 16, 2024 for Martin Biscuit Building 2901 2nd Avenue South Birmingham, AL 35233 Suite Number 210 containing approximately 8,116 square feet of Rentable Floor Area Term: 60-1/2 months 23134410.6 TABLE OF CONTEN

May 9, 2024 EX-10.4

Second Amendment to Lease Agreement between the Company (Suite 270) and Sloss Martin Biscuit, Ltd., dated March 16, 2024 (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39692), filed with the SEC on May 9, 2024).

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 270) This Second Amendment to Lease Agreement (this “Amendment”) is made and entered into as of March 16, 2024, by and between SLOSS MARTIN BISCUIT, LTD.

May 9, 2024 EX-10.3

Second Amendment to Lease Agreement between the Company (Suite 230) and Sloss Martin Biscuit, Ltd., dated March 16, 2024 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-39692), filed with the SEC on May 9, 2024).

SECOND AMENDMENT TO LEASE AGREEMENT (Suite 230) This Second Amendment to Lease Agreement (this “Amendment”) is made and entered into as of March 16, 2024, by and between SLOSS MARTIN BISCUIT, LTD.

May 9, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 09, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 7, 2024 424B5

Up to $8,900,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268288 PROSPECTUS SUPPLEMENT (To prospectus dated on November 21, 2022) Up to $8,900,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated November 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File N

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 14, 2024 EX-10.21

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

EXHIBIT 10.21 EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT In consideration of my employment or continued employment by IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”), the compensation paid to me now and during my employment with the Company, and the Company’s agreement to provide me with access to its Con

March 14, 2024 EX-10.10

Non-Employee Director Compensation Policy (as amended December 5, 2023).

Exhibit 10.10 IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”

March 14, 2024 EX-99.1

IN8bio Reports Fourth Quarter and Full-Year 2023 Financial Results and Recent Business Highlights

IN8bio Reports Fourth Quarter and Full-Year 2023 Financial Results and Recent Business Highlights • Reported the First-Ever Durable Persistence of an Allogeneic Cellular Therapy from a Phase 1 Study of INB-100 in Leukemia where 100% of Evaluable Patients (n=10) Treated Remained in Remission, including six Patients Alive and Progression Free Past 12 Months • Presented Positive Results from a Phase 1 Study in Newly Diagnosed Glioblastoma (GBM) Demonstrating All Patients Treated with INB-200 Exceeded Progression-Free Survival (PFS) of Seven Months at the Society for Neuro-Oncology (SNO) 28th Annual Meeting • Appointed Dr.

March 14, 2024 EX-10.20

EMPLOYMENT AGREEMENT

EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of January 20, 2021 (the “Effective Date”), by and between Patrick McCall (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”). Recitals WHEREAS, the Company wishes

March 14, 2024 EX-10.9

Non-Employee Director Compensation Policy (as amended November 30, 2021).

Exhibit 10.9 IN8BIO, Inc. Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”)

March 14, 2024 EX-10.19

EMPLOYMENT AGREEMENT

EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of October 7, 2021 (the “Effective Date”), by and between Trishna Goswami, MD (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”). Recitals WHEREAS, the Company wis

March 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 14, 2024 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

March 14, 2024 EX-97

IN8bio, Inc. Incentive Compensation Recoupment Policy, dated October 23, 2023.

Exhibit 97 IN8bio, Inc. Incentive Compensation Recoupment Policy Approved: October 23, 2023 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of IN8bio, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Polic

March 14, 2024 EX-4.3

Description of the Registrant’s Securities.

Exhibit 4.3 DESCRIPTION OF THE REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes selected information regarding our capital stock, as well as provisions of; (i) our amended and restated certificate of incorporation; (ii) our amended and restated bylaws; and (iii) the general Corporation Law of the State of Delaware

March 14, 2024 EX-10.23

Employment Agreement between Registrant and Kate Rochlin, dated March 14, 2024 (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No. 001-39692), filed with the SEC on March 14, 2024).

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of March 14, 2024 (the “Effective Date”), by and between Kate M.

March 14, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 001-39692 IN8BIO, INC. (E

February 13, 2024 SC 13G/A

US45674E1091 / IN8BIO INC / Ho William Tai-Wei - SC 13G/A Passive Investment

SC 13G/A 1 tm246100d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* IN8bio, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 45674E 109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the

January 19, 2024 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) IN8bio, Inc.

January 19, 2024 S-8

As filed with the Securities and Exchange Commission on January 19, 2024

S-8 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No.

January 18, 2024 424B3

42,703,475 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-276504 PROSPECTUS 42,703,475 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus or their donees, pledgees, assignees, transferees, distributees or other successors-in-interest (the “selling stockholders”) of up to an aggregate of 42,703,475 shares of our

January 16, 2024 CORRESP

IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118

IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118 January 16, 2024 VIA EDGAR Securities and Exchange Commission Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: IN8bio, Inc. (CIK No. 0001740279) Registration Statement on Form S-3 File No. 333-276504 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the

January 12, 2024 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) IN8bio, Inc.

January 12, 2024 S-3

As filed with the Securities and Exchange Commission on January 12, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on January 12, 2024 Registration No.

December 15, 2023 EX-99.1

Exhibit 99.1: Joint Filing Agreement

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of

December 15, 2023 SC 13D/A

INAB / IN8bio Inc / BIOS Fund II, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) IN8bio, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 45674E 109 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 76107 Tel: (817) 984-9197 With a Copy to: Rick Jordan P

December 15, 2023 EX-99.2

Exhibit 99.2: Power of Attorney

EX-99.2 3 tm2332973d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 POWER OF ATTORNEY The undersigned hereby constitute and appoint Daniel Schwarz, the lawful attorney-in-fact and agent with full power and authority to execute and file on the undersigned’s behalf, any and all instruments including Forms 3, 4 and 5, and Schedules 13D and 13G (collectively, the “Filings”), and any amendments, supplements or s

December 15, 2023 SC 13G/A

US45674E1091 / IN8BIO INC / Transcend Partners Opportunity Fund I LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* IN8bio, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 45674E 109 (CUSIP Number) December 13, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur

December 15, 2023 SC 13G

US45674E1091 / IN8BIO INC / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 IN8bio, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 45674E109 (CUSIP Number) December 11, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

December 11, 2023 EX-4.3

Form of Series B Warrant (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on December 11, 2023).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 11, 2023 8-K

Other Events

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): December 11, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

December 11, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 11, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

December 11, 2023 EX-10.1

Securities Purchase Agreement, dated as of December 11, 2023, by and among the Registrant and the Investors named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on December 11, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2023, between IN8bio, Inc., a Delaware corporation (the “Company”), and each of the investors identified on Schedule I attached hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”). RECITALS A. The Company and each Investor is e

December 11, 2023 EX-10.2

Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on December 11, 2023).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2023 by and among IN8bio, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of December 11, 2023, between the Company and each of the Investors identified on Schedule I attached thereto (the

December 11, 2023 EX-99.1

IN8bio Announces Pricing of Financing Totaling up to $46.9 Million in Private Placement Initial closing of $14.4 million to support operational execution and extend cash runway into 2025 with potential for up to $32.5 million in additional capital at

EX-99.1 Exhibit 99.1 IN8bio Announces Pricing of Financing Totaling up to $46.9 Million in Private Placement Initial closing of $14.4 million to support operational execution and extend cash runway into 2025 with potential for up to $32.5 million in additional capital at increasing valuations Proceeds to help accelerate advancement of the Company’s gamma-delta T cell therapies NEW YORK, Dec. 11, 2

December 11, 2023 EX-4.2

Form of Series A Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on December 11, 2023).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 11, 2023 EX-4.1

Form of Pre-funded Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on December 11, 2023).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 7, 2023 8-K

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): December 6, 2023 IN8bio, Inc. (Ex

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): December 6, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numb

December 7, 2023 EX-10.1

Second Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on December 7, 2023).

Exhibit 10.1 IN8BIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) of IN8bio, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”)

December 7, 2023 EX-3.1

Second Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on December 7, 2023).

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF IN8BIO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of IN8bio, Inc. (the “corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation, as the same may be amended or restated from time to time (the “Certificate of Inco

November 20, 2023 8-K

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): November 20, 2023 IN8bio, Inc. (E

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): November 20, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 20, 2023 EX-99.1

IN8bio’s INB-200 Demonstrates Extended Progression-Free Survival in Patients with Newly Diagnosed Glioblastoma All patients treated with INB-200 who completed mandated doses to date have exceeded a progression-free survival (PFS) of seven months Most

Exhibit 99.1 IN8bio’s INB-200 Demonstrates Extended Progression-Free Survival in Patients with Newly Diagnosed Glioblastoma All patients treated with INB-200 who completed mandated doses to date have exceeded a progression-free survival (PFS) of seven months Most patients exceeded the expected median PFS based on age and tumor status; two patients from Cohort 2 remain alive beyond two years Additi

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 09, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ 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: 001-39692 IN8BI

November 9, 2023 EX-99.1

IN8BIO, INC. CONDENSED BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports Third Quarter 2023 Financial Results and Provides Corporate Update • Completed dose escalation in Phase 1 Trial of INB-100 with updated clinical data to be presented at the American Society of Hematology (ASH) Annual Meeting on December 11, 2023 (Abstract Number: 4853) • Held Research & Development Day, featuring Leo Luznik, M.D. from Johns Hopkins University and Michae

October 12, 2023 EX-99.1

IN8bio Completes Dose Escalation in Phase 1 Trial of INB-100, a Potential First-in-Class Gamma-Delta T Cell Therapy for the Treatment of Leukemias, and Initiates Enrollment for the Phase 2 Trial of INB-400 in Newly Diagnosed Glioblastoma

Exhibit 99.1 IN8bio Completes Dose Escalation in Phase 1 Trial of INB-100, a Potential First-in-Class Gamma-Delta T Cell Therapy for the Treatment of Leukemias, and Initiates Enrollment for the Phase 2 Trial of INB-400 in Newly Diagnosed Glioblastoma • Enrollment is now open in the company-sponsored Phase 2 clinical trial of INB-400 in patients with newly diagnosed glioblastoma multiforme (GBM). •

October 12, 2023 8-K

Current Report

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): October 12, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numb

August 18, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 18, 2023

As filed with the Securities and Exchange Commission on August 18, 2023 Registration No.

August 18, 2023 S-8 POS

As filed with the Securities and Exchange Commission on August 18, 2023

As filed with the Securities and Exchange Commission on August 18, 2023 Registration No.

August 18, 2023 S-8

As filed with the Securities and Exchange Commission on August 18, 2023

As filed with the Securities and Exchange Commission on August 18, 2023 Registration No.

August 18, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) IN8bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2020 Equity Incentive Plan (options)

August 11, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d514664dex991.htm EX-99.1 CUSIP No. 45674E 109 Page 8 of 8 Pages EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of August 11, 2023, is by and among Transcend Partners Opportunity Fund I LLC and Emily Fairbairn (collectively, the “Reporting Persons”). Each of the Reporting Persons may be required to file with the U.S. Securities and Exchange Commission a statement

August 11, 2023 SC 13G

US45674E1091 / IN8BIO INC / Transcend Partners Opportunity Fund I LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IN8bio, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 45674E 109 (CUSIP Number) August 3, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

August 11, 2023 SC 13G

US45674E1091 / IN8BIO INC / Ho William Tai-Wei - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IN8bio, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 45674E 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru

August 10, 2023 8-K

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

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): August 10, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 10, 2023 EX-10.1

Amended and Restated 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39692), filed with the Commission on August 10, 2023).

Exhibit 10.1 IN8BIO, Inc. Amended and Restated 2023 Equity Incentive Plan Adopted by the Board of Directors: April 29, 2023 Approved by the Stockholders: June 15, 2023 1. General. (a) Successor to and Continuation of Prior Plans. The Plan is the successor to and continuation of the Prior Plans. As of the Effective Date, (i) no additional awards may be granted under the Prior Plans; (ii) the Prior

August 10, 2023 EX-10.2

Forms of Option Grant Notice and Option Agreement under the Amended and Restated 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39692), filed with the Commission on August 10, 2023).

Exhibit 10.2 IN8BIO, Inc. Stock Option Grant Notice (Amended and Restated 2023 Equity Incentive Plan) IN8bio, Inc. (the “Company”), pursuant to its Amended and Restated 2023 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions a

August 10, 2023 EX-99.1

IN8BIO, INC. BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports Second Quarter 2023 Financial Results and Provides Corporate Update • Presented positive INB-200 Phase 1 data in an oral presentation at the American Society of Clinical Oncology (ASCO) Annual Meeting showing 100% of treated patients (n=8) have exceeded historical median progression-free survival • INB-400 on track to initiate enrollment in glioblastoma multiforme (GBM)

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ 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: 001-39692 IN8BIO, IN

July 31, 2023 424B5

Up to $6,433,000 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-268288 PROSPECTUS SUPPLEMENT (To prospectus dated on November 21, 2022) Up to $6,433,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated November 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (

July 14, 2023 424B5

Up to $2,831,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-268288 PROSPECTUS SUPPLEMENT (To prospectus dated on November 21, 2022) Up to $2,831,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated November 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File N

June 16, 2023 8-K

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): June 15, 2023 IN8bio, Inc. (Exact

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): June 15, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 5, 2023 8-K

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): June 5, 2023 IN8bio, Inc. (Exact

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): June 5, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 5, 2023 EX-99.1

IN8bio Announces Positive INB-200 Phase 1 Data Update in Glioblastoma at the 2023 ASCO Annual Meeting

EX-99.1 Exhibit 99.1 IN8bio Announces Positive INB-200 Phase 1 Data Update in Glioblastoma at the 2023 ASCO Annual Meeting • 100% of treated patients (n=8) to date have exceeded historical median progression-free survival, with two patients that received three doses remaining progression-free at 23.5 and 19.4 months, respectively. • INB-200 continues to exhibit a manageable safety profile with min

May 17, 2023 8-K

Financial Statements and Exhibits, Other Events

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): May 17, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 17, 2023 EX-99.1

IN8bio’s DeltEx Gamma-Delta T Cells Show Promise in Targeting Ovarian Cancer

EX-99.1 Exhibit 99.1 IN8bio’s DeltEx Gamma-Delta T Cells Show Promise in Targeting Ovarian Cancer • Preclinical results showcase the potential for the strong synergistic combination of chemotherapy and gamma-delta T cell therapy to target solid tumors beyond the brain • The DeltEx platform is the basis for IN8bio’s clinical stage gamma-delta T cell therapeutic candidates and demonstrated the abili

May 12, 2023 EX-99.1

IN8BIO, INC. BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports First Quarter 2023 Financial Results and Provides Corporate Update • Presented positive INB-100 data showing long-term complete remissions (CR) and elevated gamma-delta T cell levels in 100% of evaluable treated leukemia patients; Dose Level 2 selected as the recommended Phase 2 dose (RP2D) for the ongoing expansion with clinical updates expected in late 2023. • Progres

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ 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: 001-39692 IN8BIO, I

May 12, 2023 8-K

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

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): May 12, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 1, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 1, 2023 8-K

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): May 1, 2023 IN8bio, Inc. (Exact n

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): May 1, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

April 27, 2023 424B5

Up to $2,949,000 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-268288 PROSPECTUS SUPPLEMENT (To prospectus dated on November 21, 2022) Up to $2,949,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated November 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (

April 26, 2023 424B5

Up to $5,949,000 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-268288 PROSPECTUS SUPPLEMENT (To prospectus dated on November 21, 2022) Up to $5,949,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated November 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (

April 24, 2023 8-K

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): April 24, 2023 IN8bio, Inc. (Exac

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): April 24, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 24, 2023 EX-99.1

IN8bio Presents Positive, New INB-100 Data Showing Long-term Complete Remissions and Elevated Gamma-Delta T Cells in 100% of Evaluable Treated Leukemia Patients at EBMT 2023

EX-99.1 Exhibit 99.1 IN8bio Presents Positive, New INB-100 Data Showing Long-term Complete Remissions and Elevated Gamma-Delta T Cells in 100% of Evaluable Treated Leukemia Patients at EBMT 2023 • INB-100 treatment has achieved durable 100% complete remission (CR) in treated patients, including high-risk acute myeloid leukemia (AML) patients and a patient with acute lymphoblastic leukemia (ALL) wh

April 17, 2023 8-K

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): April 17, 2023 IN8bio, Inc. (Exac

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): April 17, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

April 17, 2023 EX-99.1

IN8bio Announces Positive Preclinical Data for Gamma-Delta CAR Platform and Launches New CD33 Program at AACR Annual Meeting 2023

EX-99.1 Exhibit 99.1 IN8bio Announces Positive Preclinical Data for Gamma-Delta CAR Platform and Launches New CD33 Program at AACR Annual Meeting 2023 • INB-300, a gamma-delta T cell chimeric antigen receptor (CAR) platform, demonstrated the ability to target cancer cells while sparing healthy tissue when both express the CAR-targeted antigen. • CAR platform leverages the ability of gamma-delta T

March 30, 2023 EX-10

Employment Agreement between Registrant and Kate Rochlin, dated December 21, 2020.

EXHIBIT 10.21 EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT In consideration of my employment or continued employment by IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”), the compensation paid to me now and during my employment with the Company, and the Company’s agreement to provide me with access to its Con

March 30, 2023 EX-4

Description of the Registrant’s Securities

Exhibit 4.3 Exhibit 4.3 DESCRIPTION OF THE REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes selected information regarding our capital stock, as well as provisions of; (i) our amended and restated certificate of incorporation; (ii) our amended and restated bylaws; and (iii) the general Corporation Law of the State

March 30, 2023 EX-10

Employment Agreement between Registrant and Trishna Goswami, dated October 7, 2021

EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of October 7, 2021 (the “Effective Date”), by and between Trishna Goswami, MD (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”). Recitals WHEREAS, the Company wis

March 30, 2023 EX-10

Employment Agreement between Registrant and Patrick McCall, dated January 20, 2021

EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of January 20, 2021 (the “Effective Date”), by and between Patrick McCall (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”). Recitals WHEREAS, the Company wishes

March 30, 2023 8-K

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

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): March 30, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

March 30, 2023 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 001-39692 IN8BIO, INC. (E

March 30, 2023 EX-99

IN8BIO, INC. BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports Fourth Quarter and Full-Year 2022 Financial Results and Provides Corporate Update • All Cohort 1 leukemia patients have maintained durable morphological complete responses (CR) beyond 18 months and up to 2.7 years in an ongoing Phase 1 trial of INB-100 as of December 9, 2022; Updated clinical data to be reported at the EBMT Annual Meeting in April 2023. • INB-200 contin

March 13, 2023 8-K

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): March 10, 2023 IN8bio, Inc. (Exac

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): March 10, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

February 23, 2023 8-K

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): February 23, 2023 IN8bio, Inc. (E

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): February 23, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

February 23, 2023 EX-99.1

IN8bio Presents Preclinical Data Showing Non-Signaling CAR Platform Targets Cancer Cells While Preserving Healthy Tissue

EX-99.1 Exhibit 99.1 IN8bio Presents Preclinical Data Showing Non-Signaling CAR Platform Targets Cancer Cells While Preserving Healthy Tissue • Next-generation gamma-delta T cell CAR technology targets tumors while sparing healthy tissue. • Greater than 15x difference in killing between tumor cells and healthy B cells with the non-signaling gamma-delta CAR-T platform (nsCAR) utilizing the validate

January 5, 2023 EX-99.1

# # #

EX-99.1 2 d435564dex991.htm EX-99.1 Exhibit 99.1 IN8bio Provides INB-200 Clinical Update and Outlines 2023 Pipeline Goals • All three patients exceeded the median progression-free survival (PFS) of seven months with two ongoing responses extending beyond 1.5 years and 1.2 years progression-free, respectively, in initial data from Cohort 2 of the Phase 1 INB-200 trial in newly diagnosed glioblastom

January 5, 2023 8-K

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): January 5, 2023 IN8bio, Inc. (Exa

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): January 5, 2023 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

December 12, 2022 8-K

Financial Statements and Exhibits, Other Events

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): December 12, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

December 12, 2022 EX-99.1

IN8bio Announces New Data at ASH Showing 100 Percent of Cohort 1 Patients Maintained Durable Complete Response in Ongoing Phase 1 Trial of INB-100

Exhibit 99.1 IN8bio Announces New Data at ASH Showing 100 Percent of Cohort 1 Patients Maintained Durable Complete Response in Ongoing Phase 1 Trial of INB-100 ? Results from the first cohort of patients with hematological malignancies show patients remained progression free; ongoing durations of response extend beyond 2.5 years (31.9 months) ? INB-100 continues to demonstrate a manageable safety

December 8, 2022 8-K

Financial Statements and Exhibits, Other Events

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): December 8, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numb

December 8, 2022 EX-99.1

# # #

Exhibit 99.1 IN8bio Announces FDA Clearance to Initiate a Phase 2 Clinical Trial of INB-400 Gamma-Delta T Cells for Glioblastoma ? Phase 2 clinical trial initiation expected in 2023 ? Company to host conference call to discuss recent clinical updates, including updated data from the Phase 1 clinical trial of INB-100 being presented at the American Society of Hematology (ASH) on Monday, December 12

December 6, 2022 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation)

December 6, 2022 EX-99.1

IN8BIO, INC. CONDENSED BALANCE SHEETS (In thousands, except share and per share data) September 30, 2022 December 31, (unaudited) 2021 Assets Current assets Cash $ 27,647 $ 37,021 Prepaid expenses and other current assets 2,007 1,959 Total Current As

Exhibit 99.1 IN8bio Reports Third Quarter 2022 Financial Results and Highlights Recent Company Progress ? INB-100 continued to demonstrate durable morphologic complete responses in the Phase 1 clinical trial in patients with leukemia; on track to announce additional data at upcoming ASH annual meeting. ? Partnered with the Dunbar CAR T-Cell Program at the University of Louisville as the GMP manufa

November 17, 2022 CORRESP

IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118

CORRESP 1 filename1.htm IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118 November 17, 2022 VIA EDGAR Securities and Exchange Commission Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Alan Campbell Re: IN8bio, Inc. Registration Statement on Form S-3 (CIK No. 0001740279) File No. 333-268288 Request for Acceleration of Effective Date Ladies and Gentlemen: Purs

November 10, 2022 8-K

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

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): November 10, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 10, 2022 EX-99.1

IN8BIO, INC. CONDENSED BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports Second Quarter 2022 Financial Results and Provides Corporate Update ? INB-100 continued to demonstrate durable morphologic complete responses in the Phase 1 clinical trial in patients with leukemia; on track to announce additional data at upcoming ASH annual meeting. ? Partnered with the Dunbar CAR T-Cell Program at the University of Louisville as the GMP manufacturing

November 10, 2022 EX-4.6

Form of Common Stock Warrant Agreement and Warrant Certificate.

EX-4.6 EXHIBIT 4.6 IN8bio, Inc. and , As Warrant Agent Form of Common Stock Warrant Agreement Dated as of IN8BIO, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IN8BIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and ha

November 10, 2022 EX-1.2

Controlled Equity Offering Sales AgreementSM by and among the Registrant and Cantor Fitzgerald & Co. and Truist Securities, Inc.

EX-1.2 Exhibit 1.2 IN8BIO, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement November 10, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Truist Securities, Inc. 3333 Peachtree Road NE, 11th Floor Atlanta, Georgia 30326 Ladies and Gentlemen: IN8bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agree

November 10, 2022 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) IN8Bio, Inc.

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ 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: 001-39692 IN8BI

November 10, 2022 EX-4.7

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

EX-4.7 EXHIBIT 4.7 IN8bio, Inc. and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of IN8BIO, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IN8BIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [

November 10, 2022 S-3

Power of Attorney (included on the signature page to this registration statement).

S-3 Table of Contents As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

November 10, 2022 EX-4.8

Form of Debt Securities Warrant Agreement and Warrant Certificate.

EX-4.8 EXHIBIT 4.8 IN8bio, Inc. and , As Warrant Agent Form of Debt Securities Warrant Agreement Dated as of IN8BIO, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between IN8BIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [

November 10, 2022 EX-4.4

Form of Indenture.

EX-4.4 Exhibit 4.4 IN8BIO, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE Article 1 DEFINITIONS 1 1.1 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 2.1 Designation and Terms of Securities 4 2.2 Form of Securities and Trustee’s Certificate 7 2.3 Denominations: Provisions for P

October 13, 2022 8-K

Regulation FD Disclosure

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): October 13, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numb

August 19, 2022 EX-99.1

# # #

Exhibit 99.1 IN8bio Announces Closing of Exercise Option to Purchase Additional Shares in Public Offering NEW YORK, Aug. 19, 2022 ? IN8bio, Inc. (Nasdaq: INAB), a clinical-stage biopharmaceutical company focused on the discovery and development of innovative gamma-delta T cell therapies utilizing its DeltEx platform, today announced that the underwriter of its previously announced underwritten pub

August 19, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 19, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 16, 2022 EX-99.2

# # #

EX-99.2 3 d284938dex992.htm EX-99.2 Exhibit 99.2 IN8bio Announces Closing of $10.25 Million Underwritten Public Offering of Common Stock NEW YORK, Aug. 16, 2022 — IN8bio, Inc. (Nasdaq: INAB), a clinical-stage biopharmaceutical company focused on the discovery and development of innovative gamma-delta T cell therapies utilizing its DeltEx platform, today announced the closing of its previously anno

August 16, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 11, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 16, 2022 EX-99.1

IN8bio Announces Pricing of $10.25 Million Underwritten Public Offering of Common Stock

Exhibit 99.1 IN8bio Announces Pricing of $10.25 Million Underwritten Public Offering of Common Stock NEW YORK, August 11, 2022 ? IN8bio, Inc. (Nasdaq: INAB), a clinical-stage biopharmaceutical company focused on the discovery and development of innovative gamma-delta T cell therapies utilizing its DeltEx platform, today announced the pricing of an underwritten public offering of 5,394,737 shares o

August 15, 2022 424B4

5,394,737 Shares

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-266620 PROSPECTUS 5,394,737 Shares We are offering 5,394,737 shares of our common stock at a public offering price of $1.90 per share. Our common stock is listed on the Nasdaq Global Market under the symbol ?INAB.? On August 11, 2022, the last reported sales price of our common stock on the Nasdaq Global Market was $1.98 per s

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

f UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? 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: 001-39692 IN8BIO,

August 12, 2022 POS EX

As filed with the Securities and Exchange Commission on August 12, 2022

POS EX 1 d556716dposex.htm POS EX As filed with the Securities and Exchange Commission on August 12, 2022 Registration No. 333-266620 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IN8BIO, INC. (Exact name of registrant as specified in its charter) Delaware 2836 82-5462585 (State or other jurisdiction of inco

August 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

August 12, 2022 EX-99.1

IN8BIO, INC. CONDENSED BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports Second Quarter 2022 Financial Results and Provides Corporate Update ? Unveiled a new preclinical program focused on developing iPSC derived gamma-delta T cells and presented early findings at the ASGCT Annual Meeting. ? Presented data from Phase 1 clinical trial of INB-200 in patients with newly diagnosed GBM showing five of six fully dosed patients exceeded both median

August 9, 2022 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 d251917dex11.htm EX-1.1 Exhibit 1.1 shares of Common Stock and Prefunded Warrants IN8BIO, INC. UNDERWRITING AGREEMENT August , 2022 H.C. Wainwright & Co., LLC as the Representative of the several underwriters, if any, named in Schedule I hereto 430 Park Avenue, 3rd Floor New York, New York 10022 Ladies and Gentlemen: IN8bio, Inc., a Delaware corporation (the “Company”), proposes to sell s

August 9, 2022 S-1/A

As filed with the Securities and Exchange Commission on August 9, 2022.

Table of Contents As filed with the Securities and Exchange Commission on August 9, 2022.

August 9, 2022 EX-10.8

Non-Employee Director Compensation Policy.

Exhibit 10.8 IN8BIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the ?Board?) of IN8bio, Inc. (the ?Company?) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an ?Non-Employee Director?) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this ?Policy?)

August 9, 2022 EX-4.3

Form of Pre-Funded Warrant.

Exhibit 4.3 PREFUNDED COMMON STOCK PURCHASE WARRANT IN8BIO, INC. Warrant Shares: Initial Exercise Date: August , 2022 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (t

August 8, 2022 CORRESP

August 8, 2022

CORRESP 1 filename1.htm August 8, 2022 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: IN8bio, Inc. Registration Statement on Form S-1 (Registration No. 333-266620) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the above-referenced offering, he

August 8, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Equity Common stock, $0.

August 8, 2022 S-1

Powers of Attorney (included on the signature page of Amendment No. 1 to the Initial Registration Statement (File No. 333-266620), filed with the Securities and Exchange Commission on August 9, 2022 and incorporated by reference).

Table of Contents As filed with the Securities and Exchange Commission on August 8, 2022.

August 8, 2022 8-K

Results of Operations and Financial Condition

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): August 8, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 8, 2022 CORRESP

IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118

IN8BIO, INC. 350 5th Avenue, Suite 5330 New York, New York 10118 August 8, 2022 VIA EDGAR Securities and Exchange Commission Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Abby Adams Re: IN8bio, Inc. Draft Registration Statement on Form S-1 (CIK No. 0001740279) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Re

July 27, 2022 8-K

Financial Statements and Exhibits, Other Events

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): July 27, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

July 27, 2022 EX-99.1

IN8bio Observes Durable Morphologic Complete Responses in Ongoing Phase 1 Clinical Trial of INB-100, an Allogeneic Gamma-Delta T Cell Therapy in High-Risk Leukemia Patients

Exhibit 99.1 IN8bio Observes Durable Morphologic Complete Responses in Ongoing Phase 1 Clinical Trial of INB-100, an Allogeneic Gamma-Delta T Cell Therapy in High-Risk Leukemia Patients ? All three patients from the first cohort of high-risk relapsed acute-myeloid leukemia (AML) patients dosed to-date with INB-100 remain alive and progression-free after at least one year. ? Patients remain in morp

July 20, 2022 DRS

Confidential Treatment Requested by IN8bio, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on July 20, 2022. This draft registration statement has not been publicly filed with the Secur

Table of Contents Confidential Treatment Requested by IN8bio, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on July 20, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITI

June 8, 2022 8-K

Regulation FD Disclosure

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): June 8, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 2, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 1, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 12, 2022 EX-99.1

IN8BIO, INC. CONDENSED BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports First Quarter 2022 Financial Results and Provides Corporate Update ? Phase 1 clinical trial of INB-100 in leukemia patients and INB-200 in newly diagnosed glioblastoma multiforme (GBM) patients continue to generate encouraging data. ? INB-100 patient update at European Group for Blood and Marrow Transplantation (EBMT) 48th Annual Meeting demonstrated that all three trea

May 12, 2022 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES 4 d313321dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2020 Equity Incentive Plan (Common stock, $0.0001 par value per share) Other 939,062(2) $2.69(4) $2,521,

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

f UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? 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: 001-39692 IN8BIO,

May 12, 2022 S-8

As filed with the Securities and Exchange Commission on May 12, 2022

As filed with the Securities and Exchange Commission on May 12, 2022 Registration No.

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 22, 2022 DEF 14A

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

March 28, 2022 EX-99.1

IN8bio Presents Clinical Update from the Ongoing Phase 1 Trial of INB-100, an Allogeneic Gamma-Delta T Cell Therapy in Leukemia Patients Undergoing Hematopoietic Stem Cell Transplant

Exhibit 99.1 IN8bio Presents Clinical Update from the Ongoing Phase 1 Trial of INB-100, an Allogeneic Gamma-Delta T Cell Therapy in Leukemia Patients Undergoing Hematopoietic Stem Cell Transplant ? All three patients with high-risk or relapsed acute-myeloid leukemia (AML) dosed to-date with INB-100 demonstrated durable remissions at 23.3, 21.0, and 9.3 months post-BMT, respectively. ? Immune syste

March 28, 2022 8-K

Financial Statements and Exhibits, Other Events

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): March 28, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

March 17, 2022 EX-99.1

IN8BIO, INC. CONDENSED BALANCE SHEETS (In thousands, except share and per share data)

Exhibit 99.1 IN8bio Reports Fourth Quarter and Full-Year 2021 Financial Results and Provides Corporate Update ? All patients treated with INB-200, in clinical development for the treatment of glioblastoma multiforme (GBM), have shown a well-tolerated safety profile and longer than anticipated progression free survival (PFS) to date. ? All patients treated with INB-100, in clinical development for

March 17, 2022 EX-10.19

Employment Agreement between Registrant and Trishna Goswami, dated October 7, 2021 (incorporated herein by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K (File No. 001-39692), filed with the SEC on May 17, 2022).

EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of October 7, 2021 (the ?Effective Date?), by and between Trishna Goswami, MD (the ?Executive?) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the ?Company?) (Executive and the Company together, the ?Parties?). Recitals WHEREAS, the Company wis

March 17, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? 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 001-39692 IN8BIO, INC. (E

March 17, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 17, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Number

March 17, 2022 EX-4.3

Description of the Registrant’s Securities (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-39692), filed with the SEC on May 17, 2022).

EX-4.3 2 inab-ex43.htm EX-4.3 Exhibit 4.3 DESCRIPTION OF THE REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes selected information regarding our capital stock, as well as provisions of; (i) our amended and restated certificate of incorporation; (ii) our amended and restated bylaws; and (iii) the general Corporatio

March 17, 2022 EX-10.20

Employment Agreement between Registrant and Patrick McCall, dated January 20, 2021 (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K (File No. 001-39692), filed with the SEC on March 17, 2022).

EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of January 20, 2021 (the ?Effective Date?), by and between Patrick McCall (the ?Executive?) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the ?Company?) (Executive and the Company together, the ?Parties?). Recitals WHEREAS, the Company wishes

January 10, 2022 8-K

Regulation FD Disclosure

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): January 10, 2022 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Numb

December 16, 2021 8-K

Financial Statements and Exhibits, Other Events

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): December 16, 2021 IN8bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39692 82-5462585 (State or Other Jurisdiction of Incorporation) (Commission File Num

December 16, 2021 EX-99.1

IN8bio Provides Update from the Ongoing Phase 1 Clinical Trial of its Allogeneic Gamma-Delta T Cell Therapy in Leukemia Patients Undergoing Hematopoietic Stem Cell Transplant

Exhibit 99.1 IN8bio Provides Update from the Ongoing Phase 1 Clinical Trial of its Allogeneic Gamma-Delta T Cell Therapy in Leukemia Patients Undergoing Hematopoietic Stem Cell Transplant ? The ongoing Phase 1 trial of INB-100 is the first and most clinically advanced program administering large systemic doses of allogeneic gamma-delta T cells to patients ? 3 patients have been treated to date, al

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