SCHEDULE 13D/A: Bios Equity Partners Group Updates Stake in IN8bio, Consolidating Warrants and Injecting Capital

A group of investment funds led by Bios Equity Partners has updated its beneficial ownership in IN8bio, Inc. through a warrant exchange agreement, consolidating existing warrants and providing a cash payment.

Summary

• Bios Clinical Opportunity Fund, LP (Bios COF), part of the Bios Equity Partners group, entered into a Warrant Exchange Agreement with IN8bio, Inc. on April 26, 2025.
• The agreement involved Bios COF purchasing 1,148,482 new Pre-Funded Warrants from IN8bio.
• In exchange, Bios COF surrendered 574,241 Series A Warrants and 574,241 Series B Warrants for cancellation, and paid IN8bio $204,774.34 in cash.
• 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.
• The closing of this transaction occurred on May 2, 2025.
• The Bios Capital Management, LP entity, which oversees several funds within the group, reported an aggregate beneficial ownership of 9,120,073 shares, representing 9.99% of IN8bio's outstanding common stock as of May 2, 2025.
• This 9.99% beneficial ownership includes 121,775 shares from director options and 398,297 shares from exercisable Bios COF Warrants, while excluding 2,742,506 shares from Bios COF Warrants not currently exercisable due to the beneficial ownership limitation.

Sentiment

Score: 5

Explanation: The document is a factual update on beneficial ownership and a warrant exchange. It presents no overtly positive or negative operational or financial news beyond the specific transaction details, maintaining a neutral sentiment.

Positives

• IN8bio, Inc. received a cash payment of $204,774.34 as part of the warrant exchange, providing additional working capital.
• The transaction consolidates various warrant series into new Pre-Funded Warrants, potentially simplifying the capital structure for the investor.

Negatives

• The beneficial ownership limitation of 9.99% restricts the immediate exercise of a significant portion of the Bios COF Warrants (2,742,506 shares), limiting the investor group's ability to increase its direct voting power beyond this threshold.

Risks

• The exercise of Pre-Funded Warrants is subject to a 9.99% beneficial ownership limitation, meaning the investor group cannot exceed this percentage, which could impact their ability to fully convert their holdings or exert greater influence.
• Future dilution risk for existing shareholders if the Pre-Funded Warrants are fully exercised, increasing the total number of outstanding shares.

Future Outlook

The document primarily details a past transaction and current ownership structure. It indicates that the newly acquired Pre-Funded Warrants are immediately exercisable, subject to a beneficial ownership limitation, implying potential future conversion into common stock.

Industry Context

This filing is a routine disclosure of a significant investor's updated stake and a warrant restructuring in a publicly traded company. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The Warrant Exchange Agreement was between IN8bio, Inc. and Bios Clinical Opportunity Fund, LP, which is part of the Bios Equity Partners group, a significant shareholder group.
• Travis Whitfill, a director of IN8bio, Inc., holds 121,775 shares issuable upon exercise of options as a nominee for BP Directors, LP, which is also part of the Bios Equity Partners group, indicating a related party arrangement for director compensation.

Stakeholder Impact

• Shareholders: The transaction involves a cash payment to the company, which could be seen as a positive for liquidity. However, the potential future exercise of warrants could lead to dilution.
• Company (IN8bio, Inc.): Receives a cash payment and restructures outstanding warrants, potentially simplifying its capital structure related to these specific instruments.

Next Steps

• Potential future exercise of the Pre-Funded Warrants by Bios Clinical Opportunity Fund, LP, subject to the 9.99% beneficial ownership limitation.

Key Dates

Keywords

IN8bio, SEC filing, Schedule 13D, beneficial ownership, warrants, private placement, Bios Equity Partners, capital structure, investment funds