[SCHEDULE 13D/A] IO Biotech, Inc. Amended Major Shareholder Report

Rhea-AI Filing Summary

Novo Holdings A/S has reduced its stake in IO Biotech, Inc. This amendment reports that on January 21, 2026, Novo Holdings A/S sold 2,512,453 shares of IO Biotech common stock in open market transactions at prices ranging from $0.206 to $0.3903 per share, with a weighted average sale price of $0.2202 per share.

After these sales, Novo Holdings A/S beneficially owns 2,469,135 shares of IO Biotech common stock issuable upon the exercise of immediately exercisable warrants, representing approximately 3.3% of the company’s outstanding common stock based on 71,948,842 shares outstanding as of November 10, 2025. The filing states that Novo Holdings A/S ceased to be the beneficial owner of more than five percent of IO Biotech’s common stock on January 21, 2026.

Insights

Equity Ownership Analyst

Large holder sold shares and now owns about 3.3% via warrants.

Novo Holdings A/S, wholly owned by the Novo Nordisk Foundation, disclosed selling 2,512,453 IO Biotech common shares on January 21, 2026 in open market trades between $0.206 and $0.3903 per share, with a weighted average of $0.2202. These sales reduced its direct common stock holdings.

Following the transactions, Novo Holdings A/S reports beneficial ownership of 2,469,135 shares of common stock issuable upon exercise of immediately exercisable warrants, equal to about 3.3% of outstanding shares, using 71,948,842 shares outstanding as of November 10, 2025 plus the warrant shares. The filing notes that Novo Holdings A/S has sole voting and dispositive power over these “Novo Shares.”

The report also states that Novo Holdings A/S ceased to be a beneficial owner of more than five percent of IO Biotech’s common stock on January 21, 2026, marking a transition from large (5%+) shareholder status to a smaller, warrant-based position. The filing indicates no other transactions in IO Biotech stock by Novo Holdings A/S, the Foundation, or listed related persons within the prior 60 days, aside from the disclosed sale.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

IO Biotech, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

449778109

(CUSIP Number)

Barbara Fiorini
Novo Holdings A/S, Tuborg Havnevej 19
Hellerup, G7, DK-2900
45 3527 6592

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

01/21/2026

(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).

SCHEDULE 13D

CUSIP No. 449778109

1

Name of reporting person

Novo Holdings 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 2,469,135.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,469,135.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,469,135.00

12

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

13

Percent of class represented by amount in Row (11)

3.3 %

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. 8 (this "Amendment No. 8" 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 10, 2021, and amended on May 26, 2022, September 30, 2022, August 11, 2023, February 13, 2024, May 14, 2024, September 17, 2024 and August 19, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 8 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: On January 21, 2026, Novo Holdings A/S sold an aggregate of 2,512,453 shares of Common Stock in open market transactions at prices ranging from $0.206 to $0.3903 (weighted average sales price of $0.2202 per share).
Item 5.	Interest in Securities of the Issuer
(a)	Novo Holdings A/S beneficially owns 2,469,135 shares of Common Stock issuable upon the exercise of immediately exercisable warrants representing approximately 3.3% of the Issuer's outstanding shares of Common Stock, based upon the sum of (i) 71,948,842 shares of the 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 (ii) 2,469,135 shares of Common Stock issuable upon the exercise of the warrants.
(b)	Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares.
(c)	Except as described herein, Novo Holdings A/S has not effected any transactions in the Issuer's Common Stock within the past 60 days and neither the Foundation nor any person listed on the updated Schedule I has effected any transactions in the Issuer's Common Stock within the past 60 days.
(d)	Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares.
(e)	The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on January 21, 2026.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Schedule I

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.

Novo Holdings A/S

Signature:	/s/ Barbara Fiorini
Name/Title:	By Barbara Fiorini, General Counsel, Finance & Operations
Date:	01/23/2026