IN8bio, Inc. Form 8-K Filing

On December 18, 2025, IN8bio, Inc. entered into a Securities Purchase Agreement with investors for a private placement. The agreement involves the issuance and sale of the Company's common stock and pre-funded warrants. The initial closing is expected around December 22, 2025, with aggregate gross proceeds of approximately $20.1 million. A second closing is possible, potentially raising another $20.1 million, contingent on the achievement of the INB-619 Milestone and a specific stock price threshold or waiver by investors. The company also granted investors participation rights in future equity financings. Additionally, a Registration Rights Agreement was executed, obligating the Company to file a registration statement for the resale of the securities within 30 days of the closing dates. The private placement is structured under Section 4(a)(2) of the Securities Act, with investors representing they are qualified institutional buyers or accredited investors. The filing also includes the form of the pre-funded warrant, detailing its terms, exercise price, and limitations on beneficial ownership.