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  4. [8-K] IN8BIO, INC. Reports Material Event

IN8bio (NASDAQ: INAB) launches new ATM stock program, ends Cantor deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

IN8bio, Inc. has put a new at-the-market stock offering program in place and ended its prior one. On June 1, 2026, the company entered into a Capital on Sales Agreement with JonesTrading Institutional Services, allowing IN8bio to issue and sell common stock from time to time at its sole discretion under its existing Form S-3 shelf registration. JonesTrading will use commercially reasonable efforts to sell any shares and will earn a 3.0% commission on gross sales proceeds, while IN8bio has no obligation to sell any stock and either party can terminate the agreement on written notice.

The company also terminated its earlier Controlled Equity Sales Agreement with Cantor Fitzgerald & Co., effective May 29, 2026. Both parties waived the original advance notice requirements, and IN8bio is not subject to any termination penalties. After this termination, no additional shares may be issued or sold under the Cantor agreement or its related prospectus.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Sales commission to agent 3.0% of gross sales proceeds Commission on placement shares sold under JonesTrading agreement
JonesTrading termination notice period 10 days Either party may terminate Capital on Sales Agreement on 10 days’ written notice
Original Cantor termination notice period 5 days Five days’ written notice requirement under Sections 12(b) and 12(c), later waived
Cantor agreement termination date May 29, 2026 Effective termination date of Controlled Equity Sales Agreement with Cantor
JonesTrading agreement date June 1, 2026 Date IN8bio entered Capital on Sales Agreement with JonesTrading
at the market offering financial
"an at the market offering program under which the Company may issue and sell"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Capital on Sales Agreement financial
"entered into a Capital on Sales Agreement (the “Sales Agreement”) with JonesTrading"
Controlled Equity Sales Agreement financial
"entered into a Controlled Equity Sales Agreement with Cantor Fitzgerald & Co."
registration statement on Form S-3 regulatory
"will be made pursuant to the Company’s registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Emerging growth company regulatory
"Emerging growth company    On June 1, 2026, IN8bio, Inc."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001740279 0001740279 2026-05-29 2026-05-29
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2026

 

 

IN8bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39692   82-5462585
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)
350 5th Avenue, Suite 5330  
New York, New York     10118
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 600-6438

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   INAB   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On June 1, 2026, IN8bio, Inc. (the “Company”) entered into a Capital on DemandTM Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (the “Agent”) with respect to an at the market offering program under which the Company may issue and sell, from time to time at its sole discretion, shares (the “Placement Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), through or to the Agent. The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-291393), as amended.

Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Agent may sell the Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market or on any other existing trading market for the Common Stock. The Agent will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission equal to an aggregate of three percent (3.0%) of the gross sales proceeds of any Placement Shares sold through the Agent under the Sales Agreement, and also has provided the Agent with customary indemnification and contribution rights.

The Company is not obligated to make any sales of Common Stock under the Sales Agreement. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all Placement Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms. The Company may terminate the Sales Agreement at any time upon ten (10) days written notice, and the Agent may terminate the Sales Agreement with at any time upon ten (10) days written notice or immediately upon the occurrence of certain specified events.

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Cooley LLP, counsel to the Company, has issued a legal opinion relating to the Placement Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 1.02

Termination of a Material Definitive Agreement.

As previously disclosed, on November 10, 2022 the Company entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”) as sales agent (the “Cantor Sales Agreement”), pursuant to which the Company was permitted to issue and sell, from time to time through Cantor, shares of the Company’s Common Stock.

On May 29, 2026, the Company and Cantor mutually agreed to terminate the Cantor Sales Agreement and the offering of shares contemplated thereby, effective at the close of business on May 29, 2026, pursuant to Sections 12(b) and 12(c) of the Cantor Sales Agreement. The Company and Cantor each waived the other party’s requirement in Sections 12(b) and 12(c) of the Cantor Sales Agreement to provide five (5) days’ written notice to terminate the Cantor Sales Agreement. The Company is not subject to any termination penalties related to the termination of the Cantor Sales Agreement.

Following the termination of the Cantor Sales Agreement, the Company may not issue or sell any additional shares of its common stock under the Cantor Sales Agreement or the related prospectus.

The foregoing description of the Cantor Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Cantor Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Company’s shelf registration statement on Form S-3 filed with the SEC on November 10, 2022 and declared effective by the SEC on November 21, 2022, and which is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

 5.1    Opinion of Cooley LLP, dated June 1, 2026.
10.1    Capital on DemandTM Sales Agreement, dated as of June 1, 2026, by and between IN8bio, Inc. and JonesTrading Institutional Services LLC.
23.1    Consent of Cooley LLP (included in Exhibit 5.1).
101    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 thereunto duly authorized.

 

    IN8bio, Inc.
Date: June 1, 2026     By:  

/s/ Patrick McCall

      Patrick McCall
     

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did IN8bio (INAB) announce in this 8-K filing?

IN8bio entered a new at-the-market stock offering arrangement with JonesTrading and terminated its prior equity sales agreement with Cantor Fitzgerald, reshaping how it may raise equity capital under its existing Form S-3 shelf registration statement.

How does IN8bio’s new at-the-market program with JonesTrading work?

Under the Capital on Sales Agreement, IN8bio may, at its discretion, direct JonesTrading to sell common stock from time to time in at-the-market transactions under its S-3 registration. JonesTrading uses commercially reasonable efforts to execute sales based on the company’s instructions.

What fees will IN8bio pay JonesTrading under the new agreement?

IN8bio will pay JonesTrading a commission equal to 3.0% of the gross sales proceeds from any common stock sold through the at-the-market program. This fee applies only to shares actually sold under the Capital on Sales Agreement.

Is IN8bio required to sell shares under the JonesTrading agreement?

IN8bio is not obligated to sell any common stock under the Capital on Sales Agreement. The company controls if and when it issues placement notices, so share sales occur only when it chooses to use the program.

When was IN8bio’s prior Cantor equity sales agreement terminated?

The Controlled Equity Sales Agreement with Cantor Fitzgerald was mutually terminated effective at the close of business on May 29, 2026. Both parties waived the original five-day notice requirements, and IN8bio incurred no termination penalties in connection with ending that arrangement.

Can IN8bio still sell stock under the terminated Cantor agreement?

No. Following termination of the Controlled Equity Sales Agreement with Cantor Fitzgerald, IN8bio may not issue or sell any additional shares of common stock under that agreement or the related prospectus filed with its earlier shelf registration statement.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents