IN8bio Announces Pricing of Private Placement of up to $40.2 Million to Advance Novel Gamma-Delta T Cell Engager

Rhea-AI Summary

IN8bio (Nasdaq: INAB) announced a private placement priced at-the-market to raise up to $40.2 million, with an initial closing of approximately $20.1 million expected around Dec 22, 2025. The initial tranche sells 5,127,029 shares at $1.38 and pre-funded warrants for up to 9,452,677 shares (exercise price $0.0001). The company may receive an additional $20.1 million subject to preclinical milestones and share-price conditions. Net proceeds are intended to fund IND-enabling studies for INB-619, generate early animal data in 2026, support potential IND submission in 2027, submit INB-200/INB-400 glioblastoma data to the FDA, and provide working capital into the first half of 2027.

Positive

• Initial tranche of $20.1M secured
• Up to $40.2M available with milestones
• Proceeds fund IND-enabling studies for INB-619
• Cash runway extended into H1 2027

Negative

• Up to 14,579,706 additional shares may dilute existing holders
• Additional $20.1M contingent on milestones and share price
• Pre-funded warrants are immediately exercisable, increasing near-term dilution

Key Figures

Total private placement size $40.2 million Maximum gross proceeds across two tranches under SPA

Initial gross proceeds $20.1 million First closing of private placement

Milestone tranche $20.1 million Additional gross proceeds subject to preclinical and share price milestones

Common shares initial tranche 5,127,029 shares Sold at $1.38 per share in initial closing

Pre-funded warrants initial tranche 9,452,677 warrants Purchased at $1.3799 each, exercisable at $0.0001

Potential additional shares 14,579,706 shares Second tranche common stock or pre-funded warrants

Offer price per share $1.38 Common stock price at initial closing, at-the-market under Nasdaq rules

Runway extension First half of 2027 Initial proceeds expected to fund operations into H1 2027

Market Reality Check

$1.21 Last Close

Volume Volume 74,511 vs 56,658 20-day average, indicating somewhat elevated trading activity pre-news. normal

Technical Shares at $1.38, trading below the $3.11 200-day moving average and close to the $1.32 52-week low.

Peers on Argus

Key biotech peers such as RNAZ (-7.21%), CYCCP (-5.61%), and PCSA (-15.22%) show mixed-to-negative moves without momentum scanner confirmation, suggesting INAB’s financing news is more company-specific than a broad sector event.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 06	Earnings update	Positive	+1.8%	Q3 2025 results and INB-619/γδ T cell pipeline progress.
Oct 29	Clinical trial update	Positive	-4.8%	INB-100 Phase 1 expansion to new site and encouraging leukemia data.
Oct 27	Preclinical data	Positive	-1.9%	INB-619 preclinical data showing deep B cell depletion with lower cytokines.
Aug 07	Earnings and clinical	Positive	+7.4%	Q2 2025 results and strong INB-200 glioblastoma efficacy signals.

Pattern Detected

Recent news has often been clinically or strategically positive, with mixed short-term price reactions and no consistent pattern of rallies or selloffs on updates.

Recent Company History

Over the last several months, IN8bio has focused on advancing its γδ T cell platform, notably the INB-619 engager and glioblastoma programs. Q2 and Q3 2025 earnings showed controlled R&D and G&A spending, net losses around $3.9M in Q3, and cash of $10.7M as of Sep 30, 2025. Clinical updates highlighted durable remissions and extended progression-free survival in glioblastoma, plus promising preclinical INB-619 data. Today’s private placement directly connects to this trajectory by funding IND-enabling work and regulatory interactions for these programs.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-07

$200,000,000 registered capacity

An effective Form S-3 shelf filed on Nov 7, 2025 allows IN8bio to offer up to $200,000,000 of various securities over time, subject to limits based on public float. This private placement adds to the company’s funding flexibility but also reflects ongoing use of its broader capital-raising toolkit.

Market Pulse Summary

This announcement details a private placement of up to $40.2 million, providing initial funding of $20.1 million and extending runway into the first half of 2027. Proceeds are earmarked for IND-enabling studies of INB-619 and FDA interactions on INB-200/400 glioblastoma data. Against a backdrop of prior going-concern disclosures and a $200,000,000 S-3 shelf, investors may focus on dilution versus the value of advancing key programs toward potential registrational discussions.

Key Terms

private placement financial

"up to approximately $40.2 million in gross proceeds through a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"pre-funded warrants to purchase up to 9,452,677 shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

investigational new drug ("IND") application regulatory

"T cell engager through an Investigational New Drug (“IND”) application"

An investigational new drug (IND) application is a formal request filed with a regulatory authority to get permission to start testing an experimental medicine in people; it includes lab and animal safety data, how the drug is made, and plans for human trials. For investors, IND clearance is a key milestone that moves a project from research toward potential approval — like getting a permit to begin real-world testing — and can unlock value or reveal regulatory risk depending on outcomes.

registration rights agreement regulatory

"the Company and the investors entered into a registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

registration statement regulatory

"agreed to file a registration statement with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities purchase agreement ("SPA") financial

"entered into a definitive securities purchase agreement (“SPA”) with certain"

A securities purchase agreement is a detailed legal contract that spells out the terms under which securities (such as stocks or bonds) are sold and bought, including price, quantity, closing conditions, and the promises each party makes. It matters to investors because it defines ownership rights, timing of the deal, and built‑in protections or obligations—think of it as a binding receipt plus rulebook that determines what you actually get and what risks or restrictions come with the investment.

gross proceeds financial

"up to approximately $40.2 million in gross proceeds through a private placement"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

AI-generated analysis. Not financial advice.

$20.1 million upfront with a milestone-driven additional $20.1 million to advance INB-619, IN8bio’s novel gamma-delta (“γδ”) T cell engager through an Investigational New Drug (“IND”) application

Financing led by Coastlands Capital with participation from new and existing biotechnology investors

Initial proceeds extend cash runway into the first half of 2027

NEW YORK, Dec. 19, 2025 (GLOBE NEWSWIRE) -- IN8bio, Inc. (“IN8Bio” or the “Company”) (Nasdaq: INAB), a clinical-stage biopharmaceutical company developing innovative γδ T cell therapies for cancer and autoimmune diseases, today announced that it has entered into a definitive securities purchase agreement (“SPA”) with certain institutional and accredited investors for up to approximately $40.2 million in gross proceeds through a private placement, priced at-the-market under Nasdaq rules. The net proceeds from the initial tranche of the financing are expected to fund the Company’s current operating plans into the first half of 2027.

The private placement includes new and existing investors including Coastlands Capital, Stonepine Capital Management and 683 Capital Partners, LP along with directors and officers of the Company.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.

Under the terms of the SPA, the private placement includes an initial closing of approximately $20.1 million in gross proceeds. At the initial closing, the Company will sell 5,127,029 shares of common stock at a purchase price of $1.38 per share and, in lieu of common stock, pre-funded warrants to purchase up to 9,452,677 shares of common stock, at a purchase price $1.3799 for each pre-funded warrant. The pre-funded warrants will have an exercise price of $0.0001 per share and will be immediately exercisable. The Company will be eligible to receive up to an additional approximately $20.1 million in gross proceeds in exchange for up to 14,579,706 shares of common stock (or, for certain investors, pre-funded warrants in lieu of common stock), subject to achieving certain milestone-driven conditions related to preclinical data for the Company’s CD-19 targeting INB-619 product candidate and share price.

IN8bio intends to use the net proceeds from the private placement to fund the IND enabling studies of INB-619, for use in oncology and autoimmune diseases. The Company expects to generate early animal model data for initial discussions with the U.S. Food and Drug Administration (“FDA”) in 2026 with pivotal animal model data and potential IND submission in 2027. The Company also intends to use a portion of the net proceeds to fund the submission of data from the INB-200 and INB-400 Phase 1 and Phase 2 clinical programs in newly diagnosed glioblastoma to the FDA. Funds will be used to seek FDA feedback and guidance on any potential registrational pathway, as well as for working capital and general corporate purposes.

The initial closing of the private placement is expected to occur on or about December 22, 2025, subject to satisfaction of customary closing conditions.

The offer and sale of the foregoing securities is being made in a private placement pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”), and the securities have not been registered under the Securities Act or applicable state securities laws. The securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock and shares of common stock issuable upon the exercise of the warrants following the closing of each tranche.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About IN8bio

IN8bio is a clinical-stage biopharmaceutical company developing γδ T cell product candidates for unmet medical needs. γδ T cells are a specialized population of T cells that possess unique properties, including the ability to differentiate between healthy and diseased tissue. The Company's lead program, INB-100, is focused on acute myeloid leukemia, evaluating haplo-matched allogeneic γδ T cells given to patients following a hematopoietic stem cell transplant. The Company is also evaluating autologous DeltEx DRI γδ T cells, in combination with standard of care, for glioblastoma in its INB-200 and 400 programs, and INB-600, advancing novel γδ T cell engagers for potential oncology and autoimmune indications.

Forward Looking Statements

This press release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding the timing and completion of the private placement, including the milestone-driven closing, the use of the net proceeds from the private placement, IN8bio’s ability to achieve anticipated milestones, including the presentation of preclinical data for INB-619, the timing of IN8bio’s interactions with the FDA and IN8bio’s cash runway. IN8bio may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including: the uncertainties related to market and other conditions and the completion of the public offering; risks to patient enrollment and follow-up, as well as IN8bio’s ability to meet anticipated deadlines and milestones; and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements. These and other factors are described in greater detail in the section entitled “Risk Factors” in IN8bio’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, as well as in other filings IN8bio may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and IN8bio expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

Investors and Corporate Contact:

IN8bio, Inc.
Patrick McCall
646.933.5603
pfmccall@IN8bio.com

Media Contact
Kimberly Ha
KKH Advisors
917.291.5744
kimberly.ha@kkhadvisors.com

FAQ

How much did IN8bio (INAB) raise in the initial private placement tranche on Dec 19, 2025?

IN8bio raised approximately $20.1 million in the initial tranche by selling 5,127,029 shares at $1.38 and pre-funded warrants.

What is the total potential financing amount for IN8bio (INAB) and its conditions?

The private placement could total up to $40.2 million, with an additional ~$20.1M payable if preclinical milestones and share-price conditions are met.

How will the IN8bio financing affect the company’s cash runway?

Net proceeds from the initial tranche are expected to fund operations into the first half of 2027.

What will IN8bio (INAB) use the private placement proceeds for?

Proceeds will fund IND-enabling studies for INB-619, early animal data in 2026, potential IND submission in 2027, INB-200/INB-400 FDA submissions, and working capital.

What shareholder dilution should INAB investors expect from the financing?

Investors face dilution from the issued 5,127,029 shares, up to 9,452,677 pre-funded warrants, and potential additional 14,579,706 shares if milestones are met.