[SCHEDULE 13G/A] IN8bio, Inc. SEC Filing

Rhea-AI Filing Summary

IN8bio, Inc. Schedule 13G/A discloses that William Tai-Wei Ho beneficially owns 151,223 shares of common stock, representing 3.7% of the class on a diluted basis. The position comprises 85,112 shares held of record, 4,866 shares held by his minor children, 3,648 shares held by other relatives over which he holds an irrevocable proxy, plus 47,914 options and 9,683 warrants that are immediately or imminently exercisable.

The filing also details voting and dispositive power: 142,709 shares with sole voting and dispositive power and smaller amounts reported as shared power. This amendment updates ownership disclosure but does not show a >5% stake or an intent to control the company.

Insights

Financial Analyst

TL;DR: Reporting person holds a 3.7% diluted stake with exercisable options and warrants; position remains below 5% materiality.

The Schedule 13G/A itemizes an aggregate beneficial ownership of 151,223 shares and specifies that 47,914 options and 9,683 warrants are immediately or imminently exercisable, which the filer includes in the dilution calculation. Sole voting and dispositive power is reported on 142,709 shares, indicating concentrated control over most directly held shares. Because the disclosed stake is below 5% on the stated basis, this remains a disclosure update rather than a change likely to trigger activist or control-related investor responses.

Corporate Governance Expert

TL;DR: Ownership structure shows direct holdings plus proxies and exercisable instruments, increasing influence without crossing control thresholds.

The filing documents not only record-held shares but also shares held by minor children, relatives whose shares are subject to an irrevocable proxy, and a sizeable package of exercisable options and warrants. Reporting of both sole and shared voting/dispositive power clarifies governance influence: 142,709 shares under sole control versus 8,514 reported as shared voting power. While these disclosures increase transparency about the reporting person’s influence, the aggregated 3.7% position is below common thresholds for control concerns and is therefore a neutral corporate governance development.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

IN8BIO, INC.

(Name of Issuer)

Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

45674E208

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 45674E208

1

Names of Reporting Persons

William Tai-Wei Ho

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 142,709.00
6	Shared Voting Power 8,514.00
7	Sole Dispositive Power 142,709.00
8	Shared Dispositive Power 4,866.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

151,223.00

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)

3.7 %

12

Type of Reporting Person (See Instructions)

IN

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: This Schedule 13G is filed by William Tai-Wei Ho (the "Reporting Person").
(b)	Address or principal business office or, if none, residence: c/o IN8bio, Inc. Empire State Buildiing 350 5th Avenue, Suite 5330 New York, NY 10118
(c)	Citizenship: United States of America
(d)	Title of class of securities: Common Stock, $0.0001 Par Value Per Share
(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: Row 9 of the Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of Common Stock beneficially owned by the Reporting Person and is incorporated by reference. Consists of (i) 85,112 shares of Common Stock held of record by the Reporting Person, (ii) 4,866 shares of Common Stock held of record by the Reporting Person's two minor children, (iii) 3,648 shares of Common Stock held of record by certain other relatives of the Reporting Person, over which, under all but certain limited circumstances, the Reporting Person holds an irrevocable proxy, pursuant to voting agreements between the Reporting Person, the Issuer, and such stockholders, (iv) 47,914 shares of Common Stock underlying outstanding options and 9,683 shares of Common Stock underlying warrants both held by the Reporting Person that are immediately exercisable or will be immediately exercisable within 60 days of June 30, 2025.
(b)	Percent of class: Row 11 of the Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of Common Stock beneficially owned by the Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based on dividing (a) the aggregate number of shares of Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 4,078,139 shares of Common Stock outstanding as of June 30, 2025 as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025 and (ii) 47,914 shares of Common Stock underlying outstanding options and 9,683 shares of Common Stock underlying warrants both held by the Reporting Person that are immediately exercisable or will be immediately exercisable within 60 days of June 30, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to directthe vote of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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:
	Not Applicable

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.

William Tai-Wei Ho

Signature:	/s/ William Tai-Wei Ho
Name/Title:	William Tai-Wei Ho
Date:	08/13/2025

FAQ

What stake does William Tai-Wei Ho report in IN8bio (INAB)?

The filing discloses an aggregate beneficial ownership of 151,223 shares, representing 3.7% of the class on the stated diluted basis.

How is William Tai-Wei Ho's 151,223-share position composed?

Composition includes 85,112 shares held of record, 4,866 shares held by his minor children, 3,648 shares held by relatives under an irrevocable proxy, plus 47,914 options and 9,683 warrants exercisable within 60 days.

What voting and dispositive power does the filing report?

The filing reports 142,709 shares with sole voting and dispositive power, 8,514 shares with shared voting power, and 4,866 shares with shared dispositive power.

Does this filing indicate a controlling stake or activist intent in IN8bio (INAB)?

No. The reported aggregate position is 3.7%, which is below the common 5% threshold that typically signals a potential control or activist intent.

Which instruments are included in the diluted ownership calculation?

The filer includes 47,914 options and 9,683 warrants that are immediately exercisable or exercisable within 60 days in the dilution basis.