IN8bio announced that it has entered into a definitive Securities Purchase Agreement (SPA) with certain institutional and accredited investors for up to approximately USD 40.2 million in gross proceeds through a private placement, priced at-the-market under Nasdaq rules. The net proceeds from the initial tranche of the financing are expected to fund the company’s current operating plans into the first half of 2027.

The private placement includes new and existing investors, including Coastlands Capital, Stonepine Capital Management and 683 Capital Partners, LP, along with directors and officers of the company.

Under the terms of the SPA, the private placement includes an initial closing of approximately USD 20.1 million in gross proceeds. At the initial closing, the company will sell 5,127,029 shares of common stock at a purchase price of USD 1.38 per share and, in lieu of common stock, pre-funded warrants to purchase up to 9,452,677 shares of common stock, at a purchase price of USD 1.3799 for each pre-funded warrant. The pre-funded warrants will have an exercise price of USD 0.0001 per share and will be immediately exercisable.

The company will be eligible to receive up to an additional approximately USD 20.1 million in gross proceeds in exchange for up to 14,579,706 shares of common stock (or, for certain investors, pre-funded warrants in lieu of common stock), subject to achieving certain milestone-driven conditions related to pre-clinical data for the company’s CD-19 targeting INB-619 product candidate and share price.

IN8bio intends to use the net proceeds from the private placement to fund the IND enabling studies of INB-619, for use in oncology and autoimmune diseases. The company expects to generate early animal model data for initial discussions with the US Food and Drug Administration (FDA) in 2026 with pivotal animal model data and potential IND submission in 2027.

The company also intends to use a portion of the net proceeds to fund the submission of data from the INB-200 and INB-400 phase I and phase II clinical programmes in newly diagnosed glioblastoma to the FDA. Funds will be used to seek FDA feedback and guidance on any potential registrational pathway, as well as for working capital and general corporate purposes.

The initial closing of the private placement is expected to occur on or about 22 December, 2025, subject to satisfaction of customary closing conditions.

The offer and sale of the foregoing securities is being made in a private placement pursuant to an exemption under the Securities Act of 1933, as amended (the Securities Act), and the securities have not been registered under the Securities Act or applicable state securities laws. The securities may not be offered or sold in the US except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Concurrently with the execution of the SPA, the company and the investors entered into a registration rights agreement pursuant to which the company has agreed to file a registration statement with the Securities and Exchange Commission (SEC) registering the resale of the shares of common stock and shares of common stock issuable upon the exercise of the warrants following the closing of each tranche.