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IO Biotech (IOBT) shuts down and files for Chapter 7 liquidation

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

Rhea-AI Filing Summary

IO Biotech, Inc. has ceased operations and filed a voluntary Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court for the District of Delaware on March 31, 2026. A Chapter 7 trustee will take control of the company, liquidate assets, and pay creditors according to the Bankruptcy Code.

The company states it is unlikely that holders of its common stock will receive any payment or distribution from the bankruptcy proceedings. The filing triggers an event of default under a finance contract with the European Investment Bank, and all directors, officers, and employees have resigned or been terminated. IO Biotech will no longer be able to prepare or file its required SEC reports.

Positive

  • None.

Negative

  • Chapter 7 liquidation with equity likely wiped out – IO Biotech has filed for Chapter 7 bankruptcy, ceased operations, and warns it is unlikely common shareholders will receive any payment or distribution.
  • Full operational shutdown and governance collapse – All directors resigned and all employees, including the CEO and CFO, were terminated, leaving no board or management in place.
  • Event of default on EIB financing – The bankruptcy triggers default on a finance contract with the European Investment Bank, which can demand repayment of €22.5 million plus interest and fees.
  • End of SEC reporting capability – The company’s 2025 audit was not completed and it states it can no longer prepare or file its Form 10-K or other periodic reports.

Insights

IO Biotech is entering Chapter 7 liquidation, leaving common equity likely worthless.

IO Biotech has initiated a Chapter 7 bankruptcy, meaning its business is shutting down and a court-appointed trustee will liquidate assets. In Chapter 7, proceeds go first to secured and unsecured creditors, leaving common shareholders at the bottom of the priority ladder.

The company explicitly states it is unlikely common stockholders will receive any payment or distribution, which aligns with typical Chapter 7 outcomes when liabilities outweigh realizable assets. Trading in the stock is described as highly speculative and carrying substantial risk of loss.

The filing also notes an event of default on a finance contract with the European Investment Bank for €22.5 million, reinforcing that creditor claims will dominate the process. The mass resignation of directors and termination of all employees underscore that IO Biotech will not continue as an operating entity.

Item 1.03 Bankruptcy or Receivership Business
The company or a significant subsidiary has filed for bankruptcy or entered receivership.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
EIB finance contract drawdown €22.5 million Amount drawn under finance contract subject to event of default
Bankruptcy chapter Chapter 7 Voluntary petition under U.S. Bankruptcy Code
Filing date of bankruptcy petition March 31, 2026 Date IO Biotech ceased operations and filed Chapter 7
Chapter 7 regulatory
"filed a voluntary petition for relief under the provisions of Chapter 7 of Title 11"
Bankruptcy Code regulatory
"under the provisions of Chapter 7 of Title 11 of the United States Code (the “Bankruptcy Code”)"
A bankruptcy code is the set of laws and rules that govern what happens when an individual or company cannot pay its debts, laying out options like reorganizing the business, selling assets, and the order in which creditors are paid. For investors, it matters because the code determines how much of their investment can be recovered, who gets priority on claims, and whether ownership or control may change — like a rulebook that decides how the pieces are divided and reassembled.
event of default financial
"triggers an event of default under the finance contract between the Company’ subsidiary IO Biotech ApS and the European Investment Bank"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
emerging growth company regulatory
"Emerging growth company"
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.
voluntary petition regulatory
"filed a voluntary petition for relief under the provisions of Chapter 7"
Understanding 8-K Material Events →
false 0001865494 0001865494 2026-03-31 2026-03-31
 
 

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): March 31, 2026

 

 

IO Biotech, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-41008   87-0909276

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

Ole Maaløes Vej 3

DK-2200 Copenhagen N

Denmark

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: +45 7070 2980

N/A

(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, $0.001 par value per share   IOBT   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 1.03

Bankruptcy or Receivership.

On March 31, 2026, after considering all strategic alternatives, IO Biotech, Inc. (the “Company”) ceased operations and filed a voluntary petition for relief (the “Petition”) under the provisions of Chapter 7 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

As a result of the Petition, a Chapter 7 trustee will be appointed by the Bankruptcy Court and will assume control over the assets and liabilities of the Company, effectively eliminating the authority and powers of the Board of Directors of the Company and its officers to act on its behalf. The assets of the Company will be liquidated and claims paid in accordance with the priorities specified in the Bankruptcy Code. It is unlikely that holders of the Company’s common stock will receive any payment or other distribution on account of those shares following the bankruptcy proceedings.

 

Item 2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The appointment of the Chapter 7 trustee as described in Item 1.03 of this Current Report on Form 8-K triggers an event of default under the finance contract between the Company’ subsidiary IO Biotech ApS and the European Investment Bank (“EIB”) and provides EIB the right to terminate the finance contract and demand from the Company and IO Biotech ApS immediate repayment of the €22.5 million drawn under the finance contract together with accrued interest, prepayment fees and certain costs and expenses. Any actions by EIB based on this event of default, however, may be stayed pursuant to the Bankruptcy Code.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

Concurrently with the Petition, on March 31, 2026, each member of the Company’s board of directors, Peter Hirth, Helen Collins, Christian Elling, Kathleen Glaub, Heidi Hunter and David Smith, resigned from the Board of Directors of the Company and all of its committees. Each of the directors resigned because of the Company’s filing of the Petition, which effectively eliminated the powers of the Company’s Board of Directors. The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following the resignations, the Company has no members serving on its Board of Directors.

Departure of Officers

Concurrently with the Petition, on March 31, 2026, the Company terminated all employees and officers without cause, including Mai-Britt Zocca, Chief Executive Officer, and Amy Sullivan, Chief Financial Officer and Chief Accounting Officer. These terminations were due to the filing of the Petition, which effectively eliminated the powers and roles of these officers.

 

Item 8.01

Other Events.

The audit of the Company’s financial statements for its fiscal year ended December 31, 2025 by the Company’s independent registered public accounting firm was not completed, and the Company will no longer have the capability to prepare or file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 or any other periodic reports.

Cautionary Note Regarding Trading in the Company’s Securities

The Company cautions that trading in its common stock after the filing of the Petition is highly speculative and poses substantial risk of loss. It is unlikely that holders of the Company’s common stock will receive any payment or other distribution on account of those shares from the bankruptcy proceedings.

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.

 

    IO Biotech, Inc.
Date: March 31, 2026     By:  

/s/ Mai-Britt Zocca

      Mai-Britt Zocca, Ph.D.
      Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did IO Biotech, Inc. (IOBT) announce regarding its business operations?

IO Biotech announced it has ceased operations and filed a voluntary Chapter 7 bankruptcy petition. A court-appointed trustee will now control the company, liquidate its assets, and distribute proceeds to creditors according to the U.S. Bankruptcy Code’s priorities.

What does IO Biotech’s Chapter 7 bankruptcy mean for IOBT shareholders?

The company states it is unlikely that holders of IO Biotech’s common stock will receive any payment or distribution. In Chapter 7, creditors are paid first from liquidation proceeds, leaving common equity at the lowest recovery priority in the process.

How does the bankruptcy affect IO Biotech’s debt with the European Investment Bank?

The appointment of a Chapter 7 trustee triggers an event of default under IO Biotech’s finance contract with the European Investment Bank. This gives the bank the right to terminate the contract and demand immediate repayment of €22.5 million plus related charges.

What corporate governance changes occurred at IO Biotech on March 31, 2026?

On March 31, 2026, all members of IO Biotech’s board of directors resigned due to the Chapter 7 filing. Following these resignations, the company has no board members, and authority over the company shifted to the court-appointed Chapter 7 trustee.

What happened to IO Biotech’s executives and employees?

Concurrently with the bankruptcy filing, IO Biotech terminated all employees and officers without cause, including the Chief Executive Officer and Chief Financial Officer. These terminations reflect that the company is no longer operating as an ongoing business and is moving into liquidation.

Will IO Biotech (IOBT) continue filing financial reports with the SEC?

IO Biotech indicates it will no longer have the capability to prepare or file its Annual Report on Form 10-K for 2025 or other periodic SEC reports. The audit for the year ended December 31, 2025 was not completed before the bankruptcy filing.

How does IO Biotech describe the risks of trading its common stock now?

IO Biotech cautions that trading its common stock after the bankruptcy filing is highly speculative and involves substantial risk of loss. The company reiterates it is unlikely common stockholders will receive any payment or distribution from the Chapter 7 proceedings.

Filing Exhibits & Attachments

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