[SCHEDULE 13D/A] IO Biotech, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Updated disclosure provides transparency on a recent block trade and current beneficial ownership, aiding investor visibility
• Retained economic exposure via warrants means Novo maintains a material position (2,469,135 warrants immediately exercisable)

Negative

• Sale of 841,996 shares at $1.7673 reduced Novo Holdings' immediate common stock stake
• Aggregate position remains concentrated (approximately 7.3%), which could be viewed as a single large holder risk for some investors

Insights

Financial Analyst

TL;DR: Novo sold 841,996 shares; retained a ~7.3% economic and voting position including warrants.

The disclosed block sale at $1.7673 per share reduced Novo Holdings' immediate common stock position but the filing shows continued material economic exposure via 2,469,135 warrants that are immediately exercisable. Using the issuer's reported outstanding share count of 65,880,914, the combined holdings represent roughly 7.3% of the class, which keeps Novo as a significant minority holder. The filing provides clear, current ownership and voting power statements, which are important for market transparency and investor assessment of potential influence over corporate matters.

Corporate Governance Expert

TL;DR: Disclosure reconfirms sole voting/dispositive power and updates a recent sale.

From a governance perspective the filing affirms that Novo Holdings retains sole control over the shares it holds and that neither the Novo Nordisk Foundation nor listed Schedule I persons can direct vote or disposition. The amendment documents a sizable block sale but does not indicate any change in voting arrangements or control intentions. This is a routine but material ownership update that informs stakeholders about potential voting dynamics at IO Biotech.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

08/11/2025

(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 4,981,588.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,981,588.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,981,588.00

12

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

13

Percent of class represented by amount in Row (11)

7.3 %

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. 7 (this "Amendment No. 7" 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 and September 17, 2024 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 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 August 11, 2025, Novo Holdings A/S sold 841,996 shares at $1.7673 per share in a block trade.
Item 5.	Interest in Securities of the Issuer
(a)	Novo Holdings A/S beneficially owns 2,512,453 shares of Common Stock and 2,469,135 shares of Common Stock issuable upon the exercise of immediately exercisable warrants representing approximately 7.3% of the Issuer's outstanding shares of Common Stock, based upon the sum of (i) 65,880,914 shares of the Common Stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 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 Shares 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 Shares 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)	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.

Novo Holdings A/S

Signature:	/s/ Barbara Fiorini
Name/Title:	By Barbara Fiorini, General Counsel, Finance & Operations
Date:	08/18/2025

FAQ

What did Novo Holdings disclose in the IOBT Schedule 13D/A?

The filing reports that on August 11, 2025 Novo Holdings sold 841,996 shares at $1.7673 per share and now beneficially owns 2,512,453 shares plus 2,469,135 warrants.

How much of IO Biotech (IOBT) does Novo Holdings own after the transaction?

Novo Holdings' combined holdings of common shares and exercisable warrants represent approximately 7.3% of IO Biotech's common stock based on 65,880,914 outstanding shares.

Are Novo Holdings' voting and disposal rights affected by this filing?

No; the Schedule 13D/A states Novo Holdings A/S has the sole power to vote and dispose of the shares it owns.

When was the Schedule 13D/A amendment filed and why?

This is Amendment No. 7 to the original Schedule 13D and it was filed to report the August 11, 2025 block sale and to update beneficial ownership information.

How many shares did IO Biotech report outstanding for the ownership calculation?

The filing uses 65,880,914 shares outstanding, as reported in the issuer's Quarterly Report filed with the SEC on August 14, 2025.