IN8BIO, Inc. (INAB) investor discloses 9.99% stake and warrant holdings

Rhea-AI Filing Summary

IN8BIO, Inc. received an amended ownership report from Laurence W. Lytton and the Lytton-Kambara Foundation detailing their beneficial position in the company’s common stock. Each reporting person beneficially owns 1,056,513 shares of common stock (including warrants), representing 9.99% of the class based on 9,847,089 shares outstanding as of May 4, 2026. The position consists of 327,892 shares of common stock and warrants to purchase 1,092,753 shares, all subject to a 9.99% beneficial ownership limitation. Both Lytton and the Foundation report shared voting and dispositive power over the same shares and no sole voting or dispositive power.

Key Figures

Beneficially owned shares: 1,056,513 shares Percent of class: 9.99% Shares outstanding: 9,847,089 shares +3 more

6 metrics

Beneficially owned shares 1,056,513 shares Shares beneficially owned by each of Laurence W. Lytton and the Lytton-Kambara Foundation

Percent of class 9.99% Ownership percentage of IN8BIO common stock for each reporting person

Shares outstanding 9,847,089 shares IN8BIO common stock outstanding as of May 4, 2026 used for percentage calculation

Common shares held 327,892 shares Portion of reported holdings in IN8BIO common stock (excluding warrants)

Warrant shares 1,092,753 shares Shares of IN8BIO common stock underlying warrants held, subject to a 9.99% cap

Beneficial ownership limitation 9.99% Cap on exercisability of warrants to limit beneficial ownership

Key Terms

beneficial ownership limitation, shared voting power, shared dispositive power, beneficially owned, +1 more

5 terms

beneficial ownership limitation financial

"warrants to purchase 1,092,753 shares of Common Stock, subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

shared voting power financial

"Shared Voting Power 1,056,513.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 1,056,513.00"

beneficially owned financial

"Amount beneficially owned: Lytton: 1,056,513 Foundation: 1,056,513"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13G regulatory

"AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What ownership stake in INAB does Laurence W. Lytton report in this Schedule 13G/A?

Laurence W. Lytton reports beneficial ownership of 1,056,513 shares of IN8BIO, Inc. common stock, representing 9.99% of the class, including shares underlying warrants subject to a 9.99% beneficial ownership limitation.

How many INAB shares does the Lytton-Kambara Foundation beneficially own?

The Lytton-Kambara Foundation reports beneficial ownership of 1,056,513 shares of IN8BIO common stock, or 9.99% of the class, mirroring Lytton’s reported holdings and sharing both voting and dispositive power over these securities.

What is the composition of the INAB holdings reported in this Schedule 13G/A?

The reported IN8BIO holdings consist of 327,892 shares of common stock and warrants to purchase 1,092,753 shares of common stock, all subject to a 9.99% beneficial ownership limitation that restricts the exercisability of the warrants.

On what share count is the 9.99% INAB ownership percentage based?

The 9.99% ownership percentage is calculated using 9,847,089 shares of IN8BIO common stock outstanding as of May 4, 2026, as reported for the quarter ended March 31, 2026 in the company’s Form 10-Q.

Do Lytton and the Lytton-Kambara Foundation have sole or shared voting power over INAB shares?

Both Lytton and the Lytton-Kambara Foundation report 0 shares with sole voting or dispositive power and 1,056,513 shares with shared voting and shared dispositive power over IN8BIO common stock and related warrants.

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Available on EDGAR 08/13/2026 - 02:22 PM Accepted by SEC EDGAR 08/13/2026 - 02:21 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

IN8BIO, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45674E208

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 45674E208

1

Names of Reporting Persons

LYTTON LAURENCE W

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,056,513.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,056,513.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,056,513.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares of the Common Stock reported herein consist of 327,892 shares of Common Stock and warrants to purchase 1,092,753 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 9,847,089 shares of Common Stock outstanding on May 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 45674E208

1

Names of Reporting Persons

LYTTON-KAMBARA FOUNDATION

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,056,513.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,056,513.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,056,513.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares of the Common Stock reported herein consist of 327,892 shares of Common Stock and warrants to purchase 1,092,753 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. Percentage calculated based on 9,847,089 shares of Common Stock outstanding on May 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: IN8BIO, INC.
(b)	Address of issuer's principal executive offices: EMPIRE STATE BUILDING, 350 5TH AVENUE, SUITE 5330, NEW YORK, NY, 10118
Item 2.
(a)	Name of person filing: Laurence W. Lytton Lytton-Kambara Foundation
(b)	Address or principal business office or, if none, residence: 467 Central Park West New York, NY 10025
(c)	Citizenship: USA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 45674E208
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Lytton: 1,056,513 Foundation: 1,056,513
(b)	Percent of class: Lytton: 9.99% Foundation: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Lytton: 0 Foundation: 0
	(ii) Shared power to vote or to direct the vote: Lytton: 1,056,513 Foundation: 1,056,513
	(iii) Sole power to dispose or to direct the disposition of: Lytton: 0 Foundation: 0
	(iv) Shared power to dispose or to direct the disposition of: Lytton: 1,056,513 Foundation: 1,056,513
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LYTTON LAURENCE W

Signature:	/s/ Laurence W Lytton
Name/Title:	Reporting Person
Date:	08/13/2026

LYTTON-KAMBARA FOUNDATION

Signature:	/s/ Laurence W Lytton
Name/Title:	President
Date:	08/13/2026

Exhibit Information

EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G