Laurence Lytton and Foundation Hold 9.99% in IN8BIO (NASDAQ: INAB)

Rhea-AI Filing Summary

IN8BIO, Inc. reports that Laurence W. Lytton and the Lytton-Kambara Foundation each beneficially own 9.99% of Common Stock, consisting of 984,031 shares reported for each holder.

The filing states that the reported holdings "consist of 900,000 shares of Common Stock and warrants to purchase 1,092,753 shares of Common Stock, subject to a 9.99% beneficial ownership limitation," and that the percentage was calculated based on 9,766,132 shares outstanding as of January 12, 2026, per a prospectus dated January 28, 2026.

Insights

Corporate Governance Analyst

Holders report large, capped stakes via shared power and warrants.

The filing shows shared voting and dispositive power of 984,031 shares for both Laurence W. Lytton and the Lytton-Kambara Foundation, each equal to 9.99% of the class as calculated on January 12, 2026.

Reported holdings "consist of 900,000 shares and warrants to purchase 1,092,753 shares," with a beneficial ownership limitation of 9.99%. Timing and exercise mechanics for the warrants are not detailed in the excerpt; subsequent filings may clarify potential conversion timing and dilution.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

IN8BIO, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

12/22/2025

(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 Number(s):

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 984,031.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 984,031.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

984,031.00

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 900,000 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 9,766,132 shares of Common Stock outstanding on January 12, 2026, as reported in the Prospectus dated January 28, 2026 filed by the Issuer on January 30, 2026.

SCHEDULE 13G

CUSIP Number(s):

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 984,031.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 984,031.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

984,031.00

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 900,000 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 9,766,132 shares of Common Stock outstanding on January 12, 2026, as reported in the Prospectus dated January 28, 2026 filed by the Issuer on January 30, 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: 984,031 Foundation: 984,031
(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: 984,031 Foundation: 984,031
	(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: 984,031 Foundation: 984,031
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:	03/02/2026

LYTTON-KAMBARA FOUNDATION

Signature:	/s/ Laurence W Lytton
Name/Title:	President
Date:	03/02/2026

Exhibit Information

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

FAQ

What stake does Laurence W. Lytton report in IN8BIO (INAB)?

Laurence W. Lytton reports beneficial ownership of 984,031 shares, equal to 9.99% of the class, calculated on January 12, 2026 based on 9,766,132 shares outstanding.

What does the Lytton-Kambara Foundation own in IN8BIO (INAB)?

The Lytton-Kambara Foundation reports beneficial ownership of 984,031 shares, equal to 9.99% of the class, using the same January 12, 2026 outstanding share base of 9,766,132 shares.

Do the reported holdings include warrants or other instruments?

Yes. The filing states reported holdings "consist of 900,000 shares and warrants to purchase 1,092,753 shares," and are subject to a 9.99% beneficial ownership limitation.

How is the 9.99% percentage calculated in the filing?

The 9.99% figure is calculated using 9,766,132 shares outstanding as of January 12, 2026, cited from a prospectus dated January 28, 2026 filed on January 30, 2026.

Who has voting and dispositive power over the reported shares?

The filing reports 0 sole voting/dispositive power and 984,031 shared voting and dispositive power for both Laurence W. Lytton and the Lytton-Kambara Foundation.