SEC Form SC 13D filed by IN8bio, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

IN8bio, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45674E 109

(CUSIP Number)

Bios Equity Partners, LP

1751 River Run, Suite 400
Fort Worth, Texas 76107

Tel: (817) 984-9197

With a Copy to:

Andrew J. Rosell

Winstead PC

300 Throckmorton Street

Suite 1700

Fort Worth, Texas 76102

Tel: (817) 420-8200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 3, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Consists of 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”) as of the date hereof.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of 1,876,624 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II QP, LP (“Bios Fund II QP”) as of the date hereof.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of 251,211 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II NT, LP (“Bios Fund II NT”) as of the date hereof.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of 997,433 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”) as of the date hereof.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

 (1) Consists of 340,712 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund III, LP (“Bios Fund III”) as of the date hereof.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of 2,225,316 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund III QP, LP (“Bios Fund III QP”) as of the date hereof.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of 359,374 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund III NT, LP (“Bios Fund III NT”) as of the date hereof.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of options to purchase 12,775 shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), granted in consideration for Travis Whitfill’s services as a director of the Issuer, all of which are exercisable or will be immediately exercisable within 60 days of the date hereof (the “Whitfill Options”). Pursuant to an agreement with BP Directors, LP (“Bios Directors”), Mr. 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 (including the Whitfill Options) merely as a nominee for Bios Directors. The number reported above represents the number of Shares that are issuable upon the exercise of the Whitfill Options within 60 days of the date hereof. Mr. Whitfill is a partner at Bios Equity Partners, LP, the general partner of Bios Directors and an affiliate of Bios Equity Partners II, LP (“Bios Equity II”) and Bios Equity Partners III, LP (“Bios Equity III”), but does not have voting or investment power over the Shares directly or indirectly held by Bios Equity I, Bios Equity II or Bios Equity III.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(1) Consists of options to purchase 12,775 shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), granted in consideration for Travis Whitfill’s services as a director of the Issuer, all of which are exercisable or will be immediately exercisable within 60 days of the date hereof (the “Whitfill Options”). Pursuant to an agreement with BP Directors, LP (“Bios Directors”), Mr. 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 (including the Whitfill Options) merely as a nominee for Bios Directors. The number reported above represents the number of Shares that are issuable upon the exercise of the Whitfill Options within 60 days of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Directors. In its capacity as the general partner of Bios Directors, Bios Equity I may be deemed to have shared voting and/or dispositive power with respect to Shares, warrants to purchase Shares and options to purchase Shares, in each case, directly or indirectly held by Bios Directors.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(1) Consists of (i) 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”); (ii) 1,876,624 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”); (iii) 251,211 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”); and (iv) 997,433 outstanding Shares directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”), in each case, as of the date hereof. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus. In its capacity as the general partner of these entities, Bios Equity II may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by these entities.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of (i) 340,712 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund III, LP (“Bios Fund III”); (ii) 2,225,316 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”); and (iii) 359,374 outstanding Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), in each case, as of the date hereof. Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT. In its capacity as the general partner of these entities, Bios Equity III may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by these entities.

(2) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(1) Consists of (i) 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”); (ii) 1,876,624 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”); (iii) 251,211 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”); (iv) 997,433 outstanding Shares directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”); (v) 340,712 outstanding Shares directly held by Bios Fund III, LP (“Bios Fund III”); (vi) 2,225,316 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”); (vii) 359,374 outstanding Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”); and (viii) 12,775 Shares issuable upon the exercise of an option to purchase Shares granted to Travis Whitfill (the “Whitfill Options”) and indirectly held by BP Directors, LP (“Bios Directors”), in each case, as of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Directors. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus (collectively, “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”). Cavu Management, LP (“Cavu Management”) is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. In its capacity as a general partner of Bios Equity II and Bios Equity III, Cavu Management may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and the Bios Equity III Entities.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(1) Consists of (i) 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”); (ii) 1,876,624 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”); (iii) 251,211 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”); (iv) 997,433 outstanding Shares directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”); (v) 340,712 outstanding Shares directly held by Bios Fund III, LP (“Bios Fund III”); (vi) 2,225,316 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”); (vii) 359,374 outstanding Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”); and (viii) 12,775 Shares issuable upon the exercise of an option to purchase Shares granted to Travis Whitfill (the “Whitfill Options”) and indirectly held by BP Directors, LP (“Bios Directors”), in each case, as of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Directors. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus (collectively, “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”). Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. In its capacity as a general partner of Bios Equity I, Bios Equity II and Bios Equity III, Bios Management may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and the Bios Equity III Entities.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(1) Consists of (i) 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”); (ii) 1,876,624 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”); (iii) 251,211 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”); (iv) 997,433 outstanding Shares directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”); (v) 340,712 outstanding Shares directly held by Bios Fund III, LP (“Bios Fund III”); (vi) 2,225,316 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”); (vii) 359,374 outstanding Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”); and (viii) 12,775 Shares issuable upon the exercise of an option to purchase Shares granted to Travis Whitfill (the “Whitfill Options”) and indirectly held by BP Directors, LP (“Bios Directors”), in each case, as of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Directors. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus (collectively, “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”). Cavu Management, LP (“Cavu Management”) is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors, LLC (“Cavu Advisors”) is the general partner of Cavu Management, and therefore, may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by Bios Directors, the Bios Equity II Entities and the Bios Equity III Entities.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(1) Consists of (i) 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”); (ii) 1,876,624 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”); (iii) 251,211 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”); (iv) 997,433 outstanding Shares directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”); (v) 340,712 outstanding Shares directly held by Bios Fund III, LP (“Bios Fund III”); (vi) 2,225,316 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”); (vii) 359,374 outstanding Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”); and (viii) 12,775 Shares issuable upon the exercise of an option to purchase Shares granted to Travis Whitfill (the “Whitfill Options”) and indirectly held by BP Directors, LP (“Bios Directors”), in each case, as of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Directors. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus (collectively, “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”). Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Bios Advisors GP, LLC (“Bios Advisors”) is the general partner of Bios Management, and therefore, may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and the Bios Equity III Entities.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(1) Consists of (i) 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”); (ii) 1,876,624 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”); (iii) 251,211 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”); (iv) 997,433 outstanding Shares directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”); (v) 340,712 outstanding Shares directly held by Bios Fund III, LP (“Bios Fund III”); (vi) 2,225,316 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”); (vii) 359,374 outstanding Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”); and (viii) 12,775 Shares issuable upon the exercise of an option to purchase Shares granted to Travis Whitfill (the “Whitfill Options”) and indirectly held by BP Directors, LP (“Bios Directors”), in each case, as of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Directors. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus (collectively, “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”). Cavu Management, LP (“Cavu Management”) is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors, LLC (“Cavu Advisors”), an entity controlled by Mr. Kreis, is the general partner of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and the Bios Equity III Entities.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(1) Consists of (i) 574,432 outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), directly held by Bios Fund II, LP (“Bios Fund II”); (ii) 1,876,624 outstanding Shares directly held by Bios Fund II QP, LP (“Bios Fund II QP”); (iii) 251,211 outstanding Shares directly held by Bios Fund II NT, LP (“Bios Fund II NT”); (iv) 997,433 outstanding Shares directly held by Bios Incysus Co-Invest I, LP (“Bios Incysus”); (v) 340,712 outstanding Shares directly held by Bios Fund III, LP (“Bios Fund III”); (vi) 2,225,316 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”); (vii) 359,374 outstanding Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”); and (viii) 12,775 Shares issuable upon the exercise of an option to purchase Shares granted to Travis Whitfill (the “Whitfill Options”) and indirectly held by BP Directors, LP (“Bios Directors”), in each case, as of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Directors. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus (collectively, “Bios Equity II Entities”). Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”). Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Bios Advisors GP, LLC (“Bios Advisors”), an entity controlled by Mr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Mr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and the Bios Equity III Entities.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

The name of the issuer is IN8bio, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 79 Madison Avenue, New York, New York 10016. This Schedule 13D relates to outstanding shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), and Shares issuable upon the exercise of warrants and options, in each case, held by the Reporting Persons (as defined below).

(a)

This Schedule 13D is being filed jointly by:

The foregoing are referred to herein collectively as the “Reporting Persons” and individually as a “Reporting Person.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described and defined in Item 6 below.

The Reporting Persons may be deemed part of a group within the meaning of Section 13(d) of the Act. Bios Equity I is the general partner of Bios Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Incysus (collectively, “Bios Equity II Entities”). Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”). Cavu Management and Bios Management are the general partners of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors, an entity controlled by Mr. Kreis, is the general partner of Cavu Management. Bios Advisors, an entity controlled by Mr. Fletcher, is the general partner of Bios Management. Due to the foregoing relationships, Bios Equity I, Bios Equity II, Bios Equity III, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors, Mr. Kreis and Mr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by Bios Directors, the Bios Equity II Entities and the Bios Equity III Entities (together, the “Bios Equity Entities”). The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are part of a group within the meaning of Section 13(d) of the Act.

(b)

The principal business address of each Reporting Person is 1751 River Run, Suite 400, Fort Worth, Texas 76107.

(c)

(d)

None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the best of the Reporting Persons’ knowledge, none of their respective executive officers or directors, as applicable, have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best of the Reporting Persons’ knowledge, none of their respective executive officers or directors, as applicable, have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The information set forth in Item 2(a) of this Schedule 13D is incorporated herein by reference.

The Reporting Persons acquired certain ownership interests in the Issuer prior to the Issuer’s initial public offering (“IPO”) in the following transactions:

Each share of Preferred Stock, including those described above as being held by the Bios Equity Entities, automatically converted into 1.09970 Shares upon the completion of the Issuer’s IPO.

On November 5, 2020, the Issuer effected a 0.365-for-1 reverse stock split of its common stock and preferred stock (“Stock Split”), and the conversion price for the Preferred Stock was adjusted, including the Series A preferred stock and common stock of the Issuer directly held by the Reporting Persons as listed in the foregoing paragraphs. Except as otherwise noted above, the figures provided in Item 3 above do not give effect to the Stock Split. Accordingly, all shares, stock options and warrants addressed in Item 3 should be adjusted to reflect the reverse stock split for all periods presented.

The securities covered by this Schedule 13D were acquired for investment purposes.

Mr. Whitfill has served on the board of directors of the Issuer since May 2018. Pursuant to an agreement with Bios Directors, Mr. 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 (including the Whitfill Options) merely as a nominee for Bios Directors. Mr. Whitfill is a partner at Bios Equity Partners I and an affiliate of Bios Equity II and Bios Equity III, but does not have voting or investment power over the Shares directly or indirectly held by Bios Equity I, Bios Equity II or Bios Equity III. As a director of the Issuer, Mr. Whitfill may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth above, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, as part of their ongoing evaluation of the investment described in this Schedule 13D and investment alternatives, the Reporting Persons may consider such matters in the future, and subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with management or the board of directors of the Issuer, other holders of securities of the Issuer or other third parties regarding such matters. The Reporting Persons retain the right to change their investment intent, and may, from time to time, acquire additional shares of Shares or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.

(a) - (b)

The aggregate number and percentage of Shares beneficially owned by the Reporting Persons are as follows:

Bios Fund II, LP

Bios Fund II QP, LP

Bios Fund II NT, LP

Bios Incysus Co-Invest I, LP

Bios Fund III, LP

Bios Fund III QP, LP

Bios Fund III NT, LP

BP Directors, LP

Bios Equity Partners, LP

Bios Equity Partners II, LP

Bios Equity Partners III, LP

Cavu Management, LP  

Bios Capital Management, LP  

Cavu Advisors, LLC  

Bios Advisors GP, LLC  

Leslie Wayne Kreis, Jr.

Aaron Glenn Louis Fletcher  

(1) Based on 18,754,553 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares.

(2) Based on 18,767,308 Shares, which consists of (i) 18,754,533 Shares outstanding as of August 3, 2021, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 30, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and assuming no exercise by the underwriters of their option to purchase up to 600,000 additional Shares and (ii) 12,775 Shares issuable upon the exercise of the Whitfill Options.

(3) Consists of options to purchase 12,775 Shares, granted in consideration for Mr. Whitfill’s services as a director of the Issuer, all of which are exercisable or will be immediately exercisable within 60 days of the date hereof (the “Whitfill Options”). Pursuant to an agreement with Bios Directors, Mr. 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 (including the Whitfill Options) merely as a nominee for Bios Directors.

(4) Bios Equity I, as the general partner of the Bios Directors, may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by Bios Directors.

(5) Bios Equity II, as the general partner of the Bios Equity II Entities, may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by the Bios Equity II Entities.

(6) Bios Equity III, as the general partner of the Bios Equity III Entities, may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by the Bios Equity III Entities.

(7) Bios Equity I is the general partner of Bios Directors, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III is the general partner of the Bios Equity III Entities. Cavu Management, as a general partner of Bios Equity I, Bios Equity II and Bios Equity III, may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and Bios Equity III Entities.

(8) Bios Equity I is the general partner of Bios Directors, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III is the general partner of the Bios Equity III Entities. Bios Management, as a general partner of Bios Equity I, Bios Equity II and Bios Equity III, may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and Bios Equity III Entities.

(9) Bios Equity I is the general partner of Bios Directors, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III is the general partner of the Bios Equity III Entities. Cavu Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. In its capacity as the general partner of Cavu Management, Cavu Advisors may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and Bios Equity III Entities.

(10) Bios Equity I is the general partner of Bios Directors, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III is the general partner of the Bios Equity III Entities. Bios Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. In its capacity as the general partner of Bios Management, Bios Advisors may be deemed to have shared voting and/or dispositive power with respect to Shares directly held by Bios Directors, the Bios Equity II Entities and Bios Equity III Entities.

(11) Bios Equity I is the general partner of Bios Directors, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III is the general partner of the Bios Equity III Entities. Cavu Management is a general partner of Bios I Equity Bios Equity II and Bios Equity III, and Cavu Advisors is the general partner of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and Bios Equity III Entities.

(12) Bios Equity I is the general partner of Bios Directors, Bios Equity II is the general partner of the Bios Equity II Entities, and Bios Equity III is the general partner of the Bios Equity III Entities. Bios Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III, and Bios Advisors is the general partner of Bios Management. As the manager of Bios Advisors, Mr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by Bios Directors, the Bios Equity II Entities and Bios Equity III Entities.

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the contents of the Joint Filing Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

The Bios Equity Entities have each entered into lock-up agreements (the “Lock-Up Agreements”) with the underwriters of the Issuer’s IPO, agreeing, subject to certain customary exceptions, not to directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any Shares or any options to purchase Shares, or any securities convertible into or exchangeable for Shares during the period from the date of the lock-up agreement continuing through the date that is 180 days after the date of the Company’s prospectus, except with the prior written consent of B. Riley Securities, Inc. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the contents of the form Lock-Up Agreement, a copy of which is attached hereto as Exhibit B and is incorporated herein by reference.

Pursuant to an investor rights agreement with the Issuer (as amended, the “Investor Rights Agreement”), the Bios Equity Entities are entitled to certain registration rights, information rights and rights of first offer in favor of certain holders of the Issuer’s preferred stock with regard to certain issuances of the Issuer’s capital stock. The information rights and rights of first offer terminated immediately prior to the consummation of the Issuer’s IPO. The registration rights will terminate upon the earliest of (i) the closing of a deemed liquidation event, (ii) with respect to each covered stockholder, the date when such stockholder can sell all of its registrable shares without limitation during a three-month period without registration pursuant to Rule 144 of the Securities Act or another similar exemption under the Securities Act and (iii) three years after the completion the Issuer’s IPO. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the contents of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit C and is incorporated herein by reference.

As a director of the Issuer, Mr. Whitfill participates in the equity incentive plans the Issuer may have from time to time, including the Issuer’s 2018 Equity Incentive Plan, the Issuer’s 2020 Equity Incentive Plan, a copy of which is attached hereto as Exhibit F and is incorporated herein by reference, and the Issuer’s 2020 Non-Employee Director Compensation Policy, a copy of which is attached hereto as Exhibit G and is incorporated herein by reference. Mr. Whitfill is a partner at Bios Equity Partners I and an affiliate of Bios Equity II and Bios Equity III, but does not have voting or investment power over the Shares directly or indirectly held by Bios Equity I, Bios Equity II or Bios Equity III. The Whitfill Options were issued to Mr. Whitfill in the form of the Issuer’s Stock Option Grant Notice and Option Agreement under 2018 Equity Incentive Plan, a copy of which is attached hereto as Exhibit H and is incorporated herein by reference. Mr. Whitfill has also received 10,500 options (the “IPO Options”) to purchase shares of the Issuer’s common stock pursuant to the Issuer’s 2020 Equity Incentive Plan. The IPO Options will vest upon the earlier of 12 months or the Issuer’s next annual meeting of the stockholders. Pursuant to an agreement with Bios Directors, Mr. 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 (including the Whitfill Options and the IPO Options) merely as a nominee for Bios Directors. The description of the Whitfill Options in Item 3 of this Schedule 13D does not purport to be complete and is qualified in its entirety by the contents of the Issuer’s 2018 Stock Option Award Agreement.

Except as described in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 or, to the best of the Reporting Persons’ knowledge, between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct

Dated: August 13, 2021