Major IO Biotech (IOBT) shareholder updates 27.4% stake as company enters Chapter 7

Rhea-AI Filing Summary

Lundbeckfond Invest A/S, a major shareholder of IO Biotech, Inc., filed Amendment No. 2 to its Schedule 13D reporting its position and recent events at the company. Lundbeckfond Invest reports beneficial ownership of 21,851,920 shares of IO Biotech common stock, representing 27.4% of the class, based on 71,948,842 shares outstanding as of November 10, 2025. On March 31, 2026, IO Biotech ceased operations and filed a voluntary petition for relief under Chapter 7 of the U.S. Bankruptcy Code in the District of Delaware, and its assets will be liquidated with claims paid according to statutory priorities. On the same date, all members of IO Biotech’s board of directors, including Christian Elling, resigned from the board and its committees.

Positive

• None.

Negative

• IO Biotech, Inc. ceased operations and filed a voluntary Chapter 7 bankruptcy petition on March 31, 2026, and its assets will be liquidated with claims paid under Bankruptcy Code priorities.

Insights

Distressed equity and governance analyst

IO Biotech is entering Chapter 7 liquidation while a 27.4% holder updates its stake disclosure.

IO Biotech, Inc. has ceased operations and filed a voluntary Chapter 7 bankruptcy petition on March 31, 2026. Chapter 7 typically involves liquidation of assets with proceeds distributed to creditors according to the Bankruptcy Code priority structure, leaving equity holders structurally last in line.

Lundbeckfond Invest A/S reports beneficial ownership of 21,851,920 shares, or 27.4% of IO Biotech’s common stock, including shares issuable upon exercise of Warrants within 60 days. This underscores that even large shareholders are exposed to the liquidation process and creditor priority.

The filing also notes that all board members, including Christian Elling, resigned on March 31, 2026, coincident with the petition. Subsequent court proceedings and liquidation steps under Chapter 7 will govern recoveries; common shareholders typically depend on whether any residual value remains after satisfying higher-priority claims.

Key Figures

Beneficial ownership: 21,851,920 shares Ownership percentage: 27.4% Shares outstanding: 71,948,842 shares +3 more

6 metrics

Beneficial ownership 21,851,920 shares Shares of IO Biotech common stock beneficially owned by Lundbeckfond Invest A/S

Ownership percentage 27.4% Percent of IO Biotech common stock class represented by reported holdings

Shares outstanding 71,948,842 shares IO Biotech common shares outstanding as of November 10, 2025

Direct common shares 13,950,686 shares IO Biotech common stock directly held by Lundbeckfond Invest A/S

Warrant shares 7,901,234 shares Common shares issuable upon exercise of Warrants within 60 days

Bankruptcy filing date March 31, 2026 Date IO Biotech ceased operations and filed Chapter 7 petition

Key Terms

Chapter 7, voluntary petition, Bankruptcy Code, beneficially owned, +2 more

6 terms

Chapter 7 regulatory

"filed a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the United States Code"

voluntary petition regulatory

"filed a voluntary petition for relief under the provisions of Chapter 7"

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.

beneficially owned financial

"set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by the Reporting Person"

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.

Warrants financial

"shares of common stock issuable upon exercise of Warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Schedule 13D regulatory

"amends and supplements the statement on originally filed with the Securities and Exchange Commission ... by the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

IO Biotech, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

449778109

(CUSIP Number)

Christian Elling
c/o Lundbeckfond Invest A/S, Scherfigsvej 7
Copenhagen, G7, DK-2100
45 2062 1276

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 449778109

1

Name of reporting person

Lundbeckfond Invest A/S

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DENMARK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,851,920.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,851,920.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,851,920.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: IO Biotech, Inc.
(c)	Address of Issuer's Principal Executive Offices: Ole Maaloes Vej 3, Copenhagen N, DENMARK , DK-2200.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on November 19, 2021, and amended on August 14, 2023 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: On March 31, 2026, the Issuer 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 assets of the Issuer will be liquidated and claims paid in accordance with the priorities specified in the Bankruptcy Code. Concurrently with the Petition, on March 31, 2026, each member of the Issuer's board of directors, including Christian Elling, resigned from the Board of Directors of the Issuer and all of its committees.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of the Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by the Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 71,948,842 shares of common stock outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, and giving effect to Warrants, to the extent exercisable within 60 days hereof, as referenced herein. The Reporting Person directly holds 13,950,686 shares of common stock and 7,901,234 shares of common stock issuable upon exercise of Warrants. The board of directors of the Reporting Person, consisting of Steffen Kragh, Lars Holmqvist, Susanne Kruger Kjaer, Michael Kjaer, Peter Schutze, Gunhild Waldemar, Svend Andersen, Ludovic Tranholm Otterbein, Vagn Flink Moller Pedersen and Kristian Funding Andersen, and Lene Skole, the chief executive officer of the Reporting Person, may be deemed to share voting and investment authority over the shares held by the Reporting Person. No individual member of the board of directors of the Reporting Person is deemed to hold any beneficial ownership in the shares held by the Reporting Person.
(b)	Rows 7 through 10 of the Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	The Reporting Person has not effected any transaction with respect to the securities of the Issuer during the sixty days prior to the date of filing this Schedule 13D/A.
(d)	Under certain circumstances set forth in the governing documents of the Reporting Person, the stockholders of the Reporting Person may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer.
(e)	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.

Lundbeckfond Invest A/S

Signature:	/s/ Christian Elling
Name/Title:	By Christian Elling, Managing Partner
Date:	06/02/2026

Signature:	/s/ Lene Skole
Name/Title:	By Lene Skole, Chief Executive Officer
Date:	06/02/2026

FAQ

What percentage of IO Biotech (IOBT) shares does Lundbeckfond Invest A/S report owning?

Lundbeckfond Invest A/S reports beneficial ownership of 21,851,920 IO Biotech common shares, representing 27.4% of the outstanding class. This percentage is based on 71,948,842 shares outstanding as of November 10, 2025, including certain Warrants exercisable within 60 days.

What major corporate event did IO Biotech (IOBT) undertake on March 31, 2026?

On March 31, 2026, IO Biotech ceased operations and filed a voluntary Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court for the District of Delaware. The company’s assets will be liquidated and claims paid according to Bankruptcy Code priorities.

What happens to IO Biotech’s assets under its Chapter 7 bankruptcy filing?

Under Chapter 7, IO Biotech’s assets will be liquidated and the proceeds used to pay claims in the order specified by the U.S. Bankruptcy Code. Creditors are paid ahead of equity holders, and common shareholders receive value only if residual proceeds remain after higher-priority claims.

How many IO Biotech (IOBT) shares and warrants does Lundbeckfond Invest directly hold?

Lundbeckfond Invest directly holds 13,950,686 shares of IO Biotech common stock and 7,901,234 shares issuable upon exercise of Warrants. These holdings together comprise the 21,851,920 shares reported as beneficially owned in the Schedule 13D amendment.

What governance changes occurred at IO Biotech (IOBT) on March 31, 2026?

On March 31, 2026, each member of IO Biotech’s board of directors, including Christian Elling, resigned from the board and all its committees. These resignations occurred concurrently with the company’s Chapter 7 bankruptcy petition and cessation of operations.