Form 4: In8bio Insider Transactions: Bios Clinical Opportunity Fund Acquires Pre-Funded Warrants in Exchange Agreement

Bios Clinical Opportunity Fund acquired pre-funded warrants from In8bio in exchange for the surrender of existing warrants and a cash payment, resulting in changes in beneficial ownership for several reporting persons.

Summary

• On May 2, 2025, Bios Clinical Opportunity Fund, LP (Bios COF) purchased 1,148,482 pre-funded warrants from In8bio, Inc.
• The purchase was made through a Warrant Exchange Agreement dated April 26, 2025.
• Bios COF surrendered 574,241 Series A Warrants and 574,241 Series B Warrants for cancellation as part of the exchange.
• Bios COF also paid $204,774.34 in cash to In8bio.
• The pre-funded warrants have an exercise price of $0.0001 per share and are exercisable immediately until fully exercised.
• The transaction resulted in changes in the beneficial ownership of In8bio securities for several entities affiliated with Bios Equity Partners.
• Aaron G.L. Fletcher, through his affiliations with Bios Management and Bios Advisors, may be deemed to beneficially own the securities held by the Bios Equity Entities and Bios COF.
• As a result of the transactions reported herein, together with other transactions by the Issuer, the reporting persons are no longer subject to Section 16 as of May 2, 2025.
• Travis Whitfill has agreed that he will hold any equity based awards granted to Mr. Whitfill in connection with his services as a director of the Issuer while affiliated with the reporting persons merely as a nominee for Bios Directors.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document primarily describes a financial transaction (warrant exchange) without expressing strong positive or negative views about the company's prospects. The transaction itself is a routine part of corporate finance.

Industry Context

This filing reflects ongoing investment activity within the biotechnology sector, where warrant exchanges and private placements are common mechanisms for companies to raise capital and manage their equity structure. Investment firms like Bios Equity Partners frequently engage in such transactions to support the growth of their portfolio companies.

Comparison to Industry Standards

• Warrant exchange agreements are a fairly common practice in the biotech industry, especially for companies like In8bio that are still in the development stage.
• Similar transactions can be seen with companies like Celldex Therapeutics and Ziopharm Oncology, where warrant modifications or exchanges were used to manage capital structure and incentivize investment.
• The specific terms, such as the exercise price of $0.0001 for the pre-funded warrants, are tailored to the specific circumstances of In8bio and its investors, reflecting the risk and potential reward associated with the company's prospects.

Stakeholder Impact

• The warrant exchange may impact shareholders by potentially diluting the value of existing shares upon exercise of the pre-funded warrants.
• The transaction provides In8bio with additional capital ($204,774.34) and streamlines its warrant structure, which could benefit the company's financial stability and future growth prospects.

Key Dates

Keywords

In8bio, Bios Clinical Opportunity Fund, pre-funded warrants, Warrant Exchange Agreement, beneficial ownership, insider transaction, Form 4, securities