SCHEDULE: Fairbairn Family Boosts Stake in IN8BIO with $1M Investment

Emily and Malcom Fairbairn, along with their CRUT, increased their beneficial ownership in IN8BIO, INC. to 7.5% through a $1 million investment in a recent private placement.

Summary

• Emily Fairbairn, Malcom Fairbairn, and the Malcom and Emily Fairbairn 2010 CRUT (Reporting Persons) collectively reported beneficial ownership of 7.5% of IN8BIO, INC.'s Common Stock.
• This ownership stems from an aggregate of 733,293 shares for Emily Fairbairn and 727,681 shares for Malcom Fairbairn, with the CRUT holding 724,637 shares.
• The Reporting Persons acquired shares for investment purposes, with no current plans for corporate control changes.
• The CRUT invested $1 million of personal funds in a private placement that closed on December 22, 2025.
• The private placement involved the issuance of 5,127,029 Common Stock shares at $1.38 per share and 2025 Pre-Funded Warrants for 9,452,677 shares at $1.3799 per warrant, generating approximately $20.1 million in gross proceeds.
• A second closing, potentially raising an additional $20.1 million, is contingent on the achievement of the INB-619 animal model data milestone by December 31, 2026, and a subsequent stock price threshold or waiver.
• The Issuer has agreed to register the resale of these newly issued securities within 30 days of each closing.
• The CRUT also holds Pre-Funded Warrants and Series C Warrants from a 2024 agreement, which are currently unexercisable due to a 4.99% beneficial ownership limitation.

Sentiment

Score: 7

Explanation: The filing indicates a significant insider investment and a successful capital raise for the company, providing necessary funding. While there is dilution and future funding is contingent, the overall sentiment is positive due to the financial injection and insider confidence.

Positives

• Significant insider investment by Emily and Malcom Fairbairn, demonstrating confidence in IN8BIO, INC.
• The initial closing of the private placement successfully raised approximately $20.1 million in gross proceeds, providing capital for the company.
• A potential second closing could provide an additional $20.1 million in funding, contingent on a key product candidate milestone and market performance.
• The company has committed to registering the shares for resale, which can improve liquidity for investors.

Negatives

• The private placement involves the issuance of new shares and warrants, leading to dilution for existing shareholders.
• The second closing is contingent on specific milestones (INB-619 data) and market conditions (stock price threshold), introducing uncertainty for future funding.
• Existing warrants held by the CRUT are currently subject to a beneficial ownership limitation, preventing their exercise and full realization of potential value.

Risks

• Failure to achieve the INB-619 animal model data milestone by December 31, 2026, or meet the subsequent stock price threshold, could prevent the second closing and the additional $20.1 million capital infusion.
• The beneficial ownership limitation on existing warrants could restrict the CRUT's ability to fully exercise its holdings, potentially impacting its investment strategy.
• Dilution from the issuance of new shares and warrants in the private placement could negatively impact the per-share value for current shareholders.

Future Outlook

The company anticipates a potential second closing of its private placement, contingent on achieving the INB-619 animal model data milestone by December 31, 2026, and meeting a specific stock price threshold or obtaining a waiver. Investors in the private placement also retain the right to participate in future equity financings until December 31, 2026.

Industry Context

This filing primarily details a significant insider investment and capital raise for IN8BIO, a company likely operating in the biotechnology sector given its mention of a 'product candidate' (INB-619) and animal model data. Such capital raises are common in the biotech industry to fund research, development, and clinical trials, where significant capital is required to advance drug candidates.

Corporate Governance

Related Party Transactions

• Emily Fairbairn (a director of the Issuer), Malcom Fairbairn, and the Malcom and Emily Fairbairn 2010 CRUT participated as investors in the 2025 private placement, with the CRUT investing $1 million.

Stakeholder Impact

• Shareholders: Experience dilution from the issuance of new shares and warrants, but the company receives a significant capital infusion.
• Company: Gains substantial capital (initially $20.1 million, with potential for an additional $20.1 million) to fund operations and product development, particularly for the INB-619 candidate.

Next Steps

• The Issuer is required to file a registration statement covering the resale of the newly issued securities within 30 days following the Initial Closing or Second Closing, as applicable.
• Achievement of the INB-619 animal model data milestone by December 31, 2026, is a condition for the potential second closing.
• Monitoring of the company's volume weighted average price (VWAP) to meet the Price Threshold for the second closing, or a waiver by majority investors.

Key Dates

Keywords

IN8BIO, Schedule 13D, Emily Fairbairn, Malcom Fairbairn, Private Placement, Common Stock, Warrants, Beneficial Ownership, Capital Raise, Biotechnology, INB-619