UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.05. | Costs Associated with Exit or Disposal Activities. |
As part of previously announced efforts by IO Biotech, Inc. (the “Company”) to reduce the Company’s operating expenses while the Company explores a range of strategic alternatives, the Board of Directors of the Company approved on January 21, 2026, a restructuring and workforce reduction plan (the “Plan”) which is expected to result in a significant reduction of the Company’s workforce globally.
In connection with the implementation of the Plan, the Company expects to incur one-time charges and cash expenditures in a range of approximately $2.4 million to $2.6 million, primarily related to employee wages and severance payments, healthcare continuation, earned vacation time and related termination costs. The Company expects to incur these charges primarily during the first quarter of 2026.
The actual timing and amount of these charges may differ from the Company’s current estimates due to a variety of factors, including the finalization of severance terms, jurisdiction-specific legal requirements, and the pace of transition activities. The Company may also incur additional non-material charges in future periods related to the Plan.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As part of the Company’s previously announced efforts to significantly reduce the Company’s operating expenses while the Company explores a range of strategic alternatives, on January 28, 2026, the Company notified Qasim Ahmad, M.D., the Company’s Chief Medical Officer and a named executive officer, that his employment with the Company would end effective as of the close of business on February 15, 2026.
| Item 8.01. | Other Events |
On January 30, 2026, the Company issued a press release announcing that it has retained Raymond James & Associates, Inc. to serve as exclusive financial advisor to assist the Company in its previously announced exploration of strategic alternatives. The Company also announced a restructuring and workforce reduction plan which is expected to result in a significant reduction of the Company’s workforce globally to reduce the Company’s operating expenses while the Company explores strategic alternatives.
A copy of the Company’s press release is filed with this Report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 99.1 | IO Biotech, Inc. Press Release, dated as of January 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IO BIOTECH, INC. | ||||||
| Date: January 30, 2026 | By: | /s/ Mai-Britt Zocca, Ph.D. | ||||
| Name: | Mai-Britt Zocca, Ph.D. | |||||
| Title: | Chief Executive Officer | |||||