Io Biotech, Inc. SEC Filings

Amendment No. 7 to Schedule 13D reports that on August 11, 2025 Novo Holdings A/S sold 841,996 shares of IO Biotech common stock at $1.7673 per share in a block trade. After the transaction Novo Holdings beneficially owns 2,512,453 shares and 2,469,135 shares issuable upon exercise of immediately exercisable warrants, which together represent approximately 7.3% of IO Biotech's common stock on a fully counted basis using 65,880,914 outstanding shares. The filing updates the reporting schedule originally submitted in 2021 and confirms Novo Holdings' sole voting and dispositive power over its shares.

IO Biotech reported mixed clinical and financing developments in its Form 10-Q. In a global Phase 3 trial of Cylembio (IO102-IO103) plus pembrolizumab versus pembrolizumab alone in first-line advanced melanoma (407 patients), the combination achieved a median progression-free survival of 19.4 months versus 11.0 months for pembrolizumab alone, with a hazard ratio of 0.77 [95% CI: 0.58-1.00; p=0.056], narrowly missing the pre-specified threshold for statistical significance. An early trend toward improved overall survival was observed (HR 0.79) with results expected to mature in the next six to nine months.

On funding, the company completed a private placement that generated $71.9 million net proceeds and has drawn Tranche A (
2.5 million? note: Tranche A funded .0 million) and Tranche B (.5 million) under an EIB loan facility; Tranche C of up to .0 million (.0 million.0? see notes) remains subject to conditions including raising an additional $50.0 million and regulatory milestones. The company disclosed substantial doubt about its ability to continue as a going concern and that additional funding will be required. Earlier clinical data cited include a Phase 1/2 trial with confirmed ORR 73%, CRR 50% and median PFS 25.5 months. IO112 IND filing is anticipated in 2026.

IO Biotech disclosed topline results from its Phase 3 IOB-013 study evaluating Cylembio plus pembrolizumab versus pembrolizumab alone as first-line treatment for unresectable or metastatic melanoma. The randomized trial enrolled 407 patients (203 combination, 204 monotherapy). The primary endpoint, progression-free survival assessed by blinded independent review per RECIST v1.1, showed early and sustained separation with a hazard ratio (HR) of 0.77 (95% CI: 0.58–1.00; p=0.056), and median PFS of 19.4 months versus 11.0 months. The primary result falls short of the prespecified significance threshold.

Notable subgroup findings include a pronounced benefit in PD-L1 negative tumors (HR 0.54; mPFS 16.6 vs 3.0 months; nominal p=0.006) and in patients without prior anti–PD-1 therapy (post hoc HR 0.74; mPFS 24.8 vs 11.0 months; nominal p=0.037). Overall survival trends were favorable but immature (HR 0.79; 95% CI: 0.57–1.10). The combination was generally well tolerated; injection site reactions were most common (reported in 56% of combination arm patients) and resolved on treatment. The company plans regulatory discussions about a potential BLA and will present more detailed data. It disclosed an estimated cash balance of approximately $28.1 million plus a €12.5 million tranche drawn under a term loan, which it expects to fund operations into the first quarter of 2026, subject to final close procedures.

IO Biotech (Nasdaq: IOBT) filed an 8-K announcing that it has met the conditions to draw the €12.5 million Tranche B of its previously disclosed €57.5 million term-loan facility with the European Investment Bank (EIB).

In exchange, the EIB received a warrant to purchase up to 4,221,867 shares of common stock at a strike price of $1.3159. The drawdown is expected on or about July 4, 2025.

• The warrant and the underlying shares were issued in a private placement relying on Section 4(a)(2).
• Key warrant terms are unchanged from the December 20 2024 filing.

The transaction bolsters near-term liquidity but introduces potential dilution for existing shareholders.

IO Biotech, Inc. (Nasdaq: IOBT) filed a Form 8-K to disclose an Addendum to the 2017 service agreement with Chief Executive Officer Mai-Britt Zocca, Ph.D. The addendum, executed 19 June 2025 by subsidiary IO Biotech ApS, formalises severance and change-in-control protections.

Standard Qualifying Termination (without cause or by the CEO for good reason) entitles the CEO to:

• Cash severance equal to 12 months of current base salary.
• Pro-rated annual bonus for the year of termination, calculated on actual performance.
• Any unpaid prior-year bonus.
• Accelerated vesting of equity awards scheduled to vest within 12 months after termination, with performance awards vesting on actual results.

Change-in-Control (CIC) Protection: If a Qualifying Termination occurs within six months before or 12 months after a CIC, (i) cash severance increases to 18 months of base salary, (ii) the current-year bonus is paid at full, non-prorated value, and (iii) 100 % of outstanding equity vests immediately, with performance goals deemed met at target or as otherwise specified in award agreements.

All payments are contingent on execution and non-revocation of a general release of claims. The company attached the Addendum as Exhibit 10.1; no other financial statements or exhibits were included.

The disclosure does not alter current operations or financial guidance but increases potential cash outflows and equity dilution in a termination or CIC scenario. Investors should note the enhanced protection may aid retention during strategic discussions but could represent a modest cost if triggered.