SCHEDULE: Bios Equity Partners Amends IN8BIO Stake to 4.0%

Bios Equity Partners and affiliated entities have amended their Schedule 13D filing for IN8BIO, INC., reporting a beneficial ownership of 4.0% of common stock following a warrant exchange and share sales.

Summary

• Bios Capital Management, LP, BIOS Advisors GP, LLC, and Aaron G.L. Fletcher collectively beneficially own 391,357 shares of IN8BIO, INC. common stock, representing 4.0% of the class.
• This percentage is based on 9,866,118 shares, comprising 9,761,425 outstanding shares as of December 19, 2025, and 104,693 shares issuable upon exercise of Bios COF Warrants.
• The reporting group engaged in a Warrant Exchange Agreement on April 26, 2025, which closed on May 2, 2025, where Bios Clinical Opportunity Fund, LP (Bios COF) acquired 1,148,482 pre-funded warrants.
• The consideration for the pre-funded warrants included the surrender of 574,241 Series A Warrants, 574,241 Series B Warrants, and a cash payment of $204,774.34 to IN8BIO, INC.
• The pre-funded warrants have an exercise price of $0.0001 per share and are immediately exercisable, subject to a 9.99% beneficial ownership limitation.
• As of December 24, 2025, BIOS Incysus Co-Invest I, LP, one of the reporting entities, has sold all of its previously held 33,247 shares.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the reported sale of all shares by one affiliated entity and the overall reduction in the group's reported beneficial ownership percentage below 5%, which could be interpreted as a decrease in conviction, despite the warrant exchange.

Positives

• The Warrant Exchange Agreement provided IN8BIO, INC. with $204,774.34 in cash, which can support its operations.
• Bios COF acquired pre-funded warrants with a very low exercise price ($0.0001), potentially positioning them for future gains if the stock price increases.

Negatives

• BIOS Incysus Co-Invest I, LP sold all of its 33,247 shares, indicating a divestment by one of the affiliated entities.
• The aggregate beneficial ownership for the primary controlling entities (Bios Capital Management, BIOS Advisors GP, and Aaron G.L. Fletcher) is 4.0%, which is below the 5% threshold typically associated with a Schedule 13D filing, suggesting a reduction in their overall reported stake.

Risks

• The exercise of pre-funded warrants held by Bios COF is subject to a 9.99% beneficial ownership limitation, restricting the extent to which the reporting persons can increase their stake through warrant exercise.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from company management regarding future performance or strategic direction.

Industry Context

This filing primarily concerns changes in beneficial ownership by a group of investment funds and individuals, rather than operational or industry-specific developments. It reflects a restructuring of an existing investment in IN8BIO, INC., a biotechnology company.

Corporate Governance

Related Party Transactions

• The Warrant Exchange Agreement between IN8BIO, INC. and Bios Clinical Opportunity Fund, LP (an entity within the reporting group) involved the exchange of warrants and a cash payment.

Stakeholder Impact

• Shareholders may observe a slight shift in the composition and overall percentage of institutional ownership, with one affiliated entity fully divesting its shares.
• IN8BIO, INC. received a cash infusion from the warrant exchange, which could support its operational funding.

Key Dates

Keywords

IN8BIO, common stock, Schedule 13D, beneficial ownership, warrants, Bios Equity Partners, SEC filing, institutional ownership, equity investment