0001104659-23-125826.txt : 20231214 0001104659-23-125826.hdr.sgml : 20231214 20231214060054 ACCESSION NUMBER: 0001104659-23-125826 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231213 FILED AS OF DATE: 20231214 DATE AS OF CHANGE: 20231214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II, LP CENTRAL INDEX KEY: 0001714576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485473 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II QP, LP CENTRAL INDEX KEY: 0001716869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485472 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II NT, LP CENTRAL INDEX KEY: 0001728851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485471 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Incysus Co-Invest I, LP CENTRAL INDEX KEY: 0001740029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485470 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fletcher Aaron G.L. CENTRAL INDEX KEY: 0001789490 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485474 MAIL ADDRESS: STREET 1: 40 GUEST STREET CITY: BOSTON STATE: MA ZIP: 02135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Capital Management, LP CENTRAL INDEX KEY: 0001813845 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485466 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund III NT, LP CENTRAL INDEX KEY: 0001791910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485467 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817.984.9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund III QP, LP CENTRAL INDEX KEY: 0001791916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485468 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817.984.9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund III, LP CENTRAL INDEX KEY: 0001791917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485469 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817.984.9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Advisors GP, LLC CENTRAL INDEX KEY: 0001813844 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39692 FILM NUMBER: 231485465 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IN8BIO, INC. CENTRAL INDEX KEY: 0001740279 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 825462585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: EMPIRE STATE BUILDING STREET 2: 350 5TH AVENUE, SUITE 5330 CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: (646) 600-6438 MAIL ADDRESS: STREET 1: EMPIRE STATE BUILDING STREET 2: 350 5TH AVENUE, SUITE 5330 CITY: NEW YORK STATE: NY ZIP: 10118 FORMER COMPANY: FORMER CONFORMED NAME: Incysus Therapeutics, Inc. DATE OF NAME CHANGE: 20180510 4 1 tm2332814-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-13 0 0001740279 IN8BIO, INC. NGE C 0001789490 Fletcher Aaron G.L. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001714576 BIOS Fund II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001716869 BIOS Fund II QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001728851 BIOS Fund II NT, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001740029 BIOS Incysus Co-Invest I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001791917 BIOS Fund III, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001791916 BIOS Fund III QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001791910 BIOS Fund III NT, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813845 BIOS Capital Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813844 BIOS Advisors GP, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0 Common Stock 601980 I By Bios Fund III, NT, LP Common Stock 3727597 I By Bios Fund III QP, LP Common Stock 570724 I By Bios Fund III, LP Common Stock 574432 I By Bios Fund II, LP Common Stock 1876624 I By Bios Fund II QP, LP Common Stock 251211 I By Bios Fund II NT, LP Common Stock 997433 I By BIOS Incysus Co-Invest I, LP Pre-Funded Warrants 0.0001 2023-12-13 4 P 0 574241 A 2023-12-13 Common Stock 574241 574241 I By Bios Clinical Opportunity Fund, LP Series A Warrant 1.25 2023-12-13 4 P 0 574241 A 2023-12-13 2025-06-13 Common Stock 574241 574241 I By Bios Clinical Opportunity Fund, LP Series B Warrant 1.50 2023-12-13 4 P 0 574241 A 2023-12-13 2028-12-13 Common Stock 574241 574241 I By Bios Clinical Opportunity Fund, LP Stock Option 1.0685 2029-03-11 Common Stock 12775 12775 I See Footnotes Stock Option 10 2031-07-29 Common Stock 10500 10500 I See Footnotes Stock Option 2.24 2032-06-01 Common Stock 13500 13500 I See Footnotes Stock Option 2.12 2033-06-15 Common Stock 85000 85000 I See Footnotes Pursuant to a Securities Purchase Agreement, dated as of December 11, 2023, between In8bio, Inc. (the "Issuer"), Bios Clinical Opportunity Fund, LP ("Bios COF Fund") and the other purchasers signatory thereto, Bios COF Fund purchased from the Issuer in a private placement 574,241 units at a price of $1.22 per unit, each unit consisting of (i) one pre-funded warrant (the "Pre-Funded Warrants") to purchase one share of Common Stock, (ii) one Series A warrant to purchase one share of Common Stock and (iii) one Series B warrant to purchase one share of Common Stock. The Pre-Funded Warrants have an exercise price of $0.0001 per share, will be exercisable immediately and will be exercisable until the Pre-Funded Warrant is exercised in full. Bios Equity Partners, LP ("Bios Equity I") is the general partner of BP Directors, LP ("Bios Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and BIOS Incysus Co-Invest I, LP ("BIOS Incysus"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners of Bios Equity II and Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr. Mr. Fletcher, Bios Management, Bios Advisors, Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by Bios Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, BIOS Incysus, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors, Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Fletcher, Bios Management, Bios Advisors, Mr. Kreis, Cavu Management and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities. Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios COF Fund. Bios Management is the general partner of Bios Equity COF. Bios Advisors is the general partner of Bios Management. Bios Management and are entities managed and controlled by Mr. Fletcher. Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios COF Fund. Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors and Bios Equity COF, Mr. Fletcher, Bios Management and Bios Advisors my be deemed to beneficially own the securities held directly by Bios COF Fund. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Consists of options granted in consideration for Travis Whitfill's services as director of the Issuer. Mr. Whitfill has agreed that he will hold any equity based awards granted to Mr. Whitfill in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Mr. Whitfill is not currently an affiliate of any of the Reporting Persons. All of the shares subject to the reported options have fully vested. One twelfth (1/12th) of the shares subject to the reported options shall vest in equal monthly installments commencing on July 15, 2023 and will be fully vested on the date of the next annual meeting of the Issuer's stockholders, subject to the Mr. Whitfill continuing to provide service as a director of the Issuer through each such date. This Form 4 is the first of three Section 16 filings relating to the same event, including one Form 3 and two Forms 4. The Form 3 is being filed by Bios COF Fund and Bios Equity COF to reflect their admission as members into the "group" (for Section 13 and Section 16 purposes) previously composed of each of the reporting persons included on this Form 4 and other Form 4 relating to the same event filed by Mr. Kreis as the designated filer. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. /s/ Aaron G.L. Fletcher 2023-12-14 Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 BIOS Incysus Co-Invest I, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14 Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-12-14