[SCHEDULE 13G/A] IO Biotech, Inc. Amended Passive Investment Disclosure
HBM reports 2.43M shares (3.3%) of IO Biotech
HBM Healthcare Investments (Cayman) Ltd. reports beneficial ownership of 2,433,943 shares of IO Biotech, Inc. common stock, representing 3.3% of the class.
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HBM Healthcare Investments (Cayman) Ltd. reports beneficial ownership of 2,433,943 shares of IO Biotech, Inc. common stock, representing 3.3% of the class. This total includes 854,996 currently held shares and 1,578,947 shares issuable upon exercise of warrants at $2.47 per share, subject to a 9.99% beneficial ownership limitation. The percentage is calculated using 71,948,842 shares outstanding as of November 10, 2025.
Key Figures
Beneficially owned shares:2,433,943 sharesCurrently held shares:854,996 sharesWarrants exercisable:1,578,947 shares+4 more
7 metrics
Beneficially owned shares2,433,943 sharesreported beneficial ownership as of filing date
Currently held shares854,996 sharesshares of Common Stock owned outright
Warrants exercisable1,578,947 sharesshares issuable upon exercise of warrants within 60 days
Warrant exercise price$2.47/shareexercise price per warrant as disclosed
Shares outstanding used71,948,842 sharesshares outstanding as of November 10, 2025 used in percentage calc
Beneficial ownership percentage3.3%reported percent of class based on Rule 13d‑3 calculation
Ownership limitation9.99%beneficial ownership limitation applicable to the Warrants
"The Warrants are subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
warrants exercisable within sixty (60) daysfinancial
"1,578,947 shares of Common Stock issuable to the Reporting Person upon exercise of the Warrants within sixty (60) days"
Rule 13d-3(d)(1)(i)regulatory
"added to the total shares of Common Stock outstanding for purposes of calculating ... in accordance with Rule 13d-3(d)(1)(i)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does HBM (IOBT) report in IO Biotech?
HBM reports beneficial ownership of 2,433,943 shares of IO Biotech common stock. This includes 854,996 held shares plus 1,578,947 shares issuable on warrant exercise at $2.47 per share, yielding a reported 3.3% ownership stake calculated as described in the filing.
How is the 3.3% ownership for IOBT calculated?
The 3.3% figure is based on 71,948,842 shares outstanding as of November 10, 2025. The filing adds 1,578,947 warrant‑issuable shares to that total per Rule 13d‑3(d)(1)(i) to compute the Reporting Person's beneficial ownership percentage.
What limits apply to HBM's warrant exercises in IOBT?
The warrants are subject to a 9.99% beneficial ownership limitation. HBM cannot exercise warrants to the extent doing so would cause beneficial ownership to exceed 9.99% of outstanding common stock.
What are the warrant terms disclosed by HBM in the IOBT filing?
HBM holds warrants exercisable for 1,578,947 shares at an exercise price of $2.47 per share. The filing states these shares are exercisable within sixty (60) days and were included in the beneficial ownership calculation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
IO Biotech, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
449778109
(CUSIP Number)
04/02/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
449778109
1
Names of Reporting Persons
HBM Healthcare Investments (Cayman) Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,433,943.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,433,943.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,433,943.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. (the "Board"). The Board consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D., and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
IO Biotech, Inc.
(b)
Address of issuer's principal executive offices:
Ole Maaloes Vej 3, DK-2200 Copenhagen N, Denmark
Item 2.
(a)
Name of person filing:
HBM Healthcare Investments (Cayman) Ltd. (the "Reporting Person")
(b)
Address or principal business office or, if none, residence:
Governors Square, 23 Lime Tree Bay Avenue, PO Box 30852, Grand Cayman, KY1-1204, Cayman Islands
(c)
Citizenship:
Cayman Islands, British West Indies
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the date hereof, the Reporting Person may be deemed the beneficial owner of 2,433,943 shares of Common Stock. This amount includes 854,996 shares of Common Stock and 1,578,947 shares of Common Stock the Reporting Person has the right to acquire within sixty (60) days upon exercise of warrants, at an exercise price of $2.47 per share (the "Warrants"). The Warrants are subject to a 9.99% beneficial ownership limitation, pursuant to which the Reporting Person shall not have the right to exercise any portion of the Warrants to the extent that, after giving effect to such exercise, the Reporting Person would beneficially own in excess of 9.99% of the shares of Common Stock outstanding.
As of the date hereof, the Reporting Person may be deemed the beneficial owner of approximately 3.3% of the shares of Common Stock outstanding. The percentage set forth herein is calculated based on the sum of (i) 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 Securities and Exchange Commission on November 14, 2025, and (ii) 1,578,947 shares of Common Stock issuable to the Reporting Person upon exercise of the Warrants held by the Reporting Person, which shares have been added to the total shares of Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act.
(b)
Percent of class:
3.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2,433,943
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,433,943
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
