---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-327097"
form_type: "8-K"
ticker: "INAB"
cik: "0001740279"
company_name: "IN8BIO, INC."
filed_at: "2025-12-19T23:59:59+00:00"
generated_at: "2026-05-16T12:36:41.852013+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# IN8bio enters $20.1M private placement with potential second $20.1M tranche tied to INB-619 milestone

## Summary
- Initial closing: 5,127,029 shares at $1.38 and 9,452,677 pre-funded warrants for ~$20.1M gross.
- Second closing up to 14.6M shares/warrants (~$20.1M) conditional on INB-619 milestone and stock price hitting $2.76 or waiver.
- Investors granted pre-emptive rights to participate in subsequent equity financings up to 200% of their investment.
- Company to file resale registration statement within 30 days of each closing, with liquidated damages for delays.
- Private placement exempt from registration; purchasers are qualified institutional buyers or accredited investors.

## SEC filing metadata
- accession: 0001193125-25-327097
- form_type: 8-K
- ticker: INAB
- cik: 0001740279
- company_name: IN8BIO, INC.
- filed_at: 2025-12-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1740279/000119312525327097/0001193125-25-327097-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1740279/000119312525327097/d145007d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-327097
- JSON: https://secwatch.observer/filing/0001193125-25-327097.json
- Plain text: https://secwatch.observer/filing/0001193125-25-327097.txt

## Key facts
- Equity Issuances
  IN8BIO, INC. issued 5,127,029 Shares of Common Stock, at a purchase price of $1.38 per Share of common stock to the Investors for aggregate gross proceeds of approximately $20.1 million.
  - Security: common stock
  - Shares: 5,127,029 Shares of Common Stock, at a purchase price of $1.38 per Share
  - Purchaser: the Investors
  - Consideration: aggregate gross proceeds of approximately $20.1 million
  source text: to purchase up to 9,452,677 Warrant Shares, at a purchase price of $1.3799 per Pre-Funded Warrant (the “Pre-Funded Warrant Price”) for aggregate gross proceeds of approximately $20.1 million, before deducting placement agent fees and other private placement expenses. Pursuant to the Purchase Agreement, subject to the occurrence of the Second Closing Trigger (as
  evidence_url: https://www.sec.gov/Archives/edgar/data/1740279/000119312525327097/0001193125-25-327097-index.htm
- Equity Issuances
  IN8BIO, INC. issued Pre-Funded Warrants to purchase up to 9,452,677 Warrant Shares, at a purchase price of $1.3799 per Pre-Funded Warrant of warrant to the Investors for aggregate gross proceeds of approximately $20.1 million.
  - Security: warrant
  - Shares: Pre-Funded Warrants to purchase up to 9,452,677 Warrant Shares, at a purchase price of $1.3799 per Pre-Funded Warrant
  - Purchaser: the Investors
  - Consideration: aggregate gross proceeds of approximately $20.1 million
  source text: At the Initial Closing, the Company has agreed to issue and sell to the Investors an aggregate of 5,127,029 Shares of Common Stock, at a purchase price of $1.38 per Share (the “Share Price”), and, in lieu of Common Stock, Pre-Funded Warrants to purchase up to 9,452,677 Warrant Shares, at a purchase price of $1.3799 per Pre-Funded Warrant (the “Pre-Funded Warrant Price”) for aggregate gross proceeds of approximately $20.1 million, before deducting placement agent fees and other private placement expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1740279/000119312525327097/0001193125-25-327097-index.htm
- Material Agreements
  IN8BIO, INC. entered into Securities Purchase Agreement with the purchasers named therein (the "Investors") valued at aggregate gross proceeds of approximately $20.1 million (effective 2025-12-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the purchasers named therein (the "Investors")
  - Value: aggregate gross proceeds of approximately $20.1 million
  - Effective: 2025-12-18
  source text: On December 18, 2025, IN8bio, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1740279/000119312525327097/0001193125-25-327097-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.