IN8BIO, INC. 8-K

What Happened
IN8bio, Inc. (INAB) announced on June 1, 2026 that it entered into a Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC to conduct an at-the-market (ATM) offering of its common stock under the company’s existing Form S-3 registration (File No. 333-291393). The Company may sell shares from time to time at its sole discretion; JonesTrading will use commercially reasonable efforts to sell shares as instructed. The Company also disclosed that it and Cantor Fitzgerald mutually agreed to terminate the prior Cantor-controlled equity offering effective May 29, 2026.

Key Details

• New agent: JonesTrading Institutional Services LLC; agreement dated June 1, 2026.
• Commission: Company will pay the Agent 3.0% of gross proceeds on any Placement Shares sold through the Agent.
• Registration: Sales will be made pursuant to IN8bio’s shelf registration on Form S-3 (No. 333-291393).
• Cantor program terminated: Mutual termination effective May 29, 2026; original Cantor agreement was entered Nov 10, 2022; no termination penalties and parties waived the 5-day notice requirement.
• Company is not obligated to sell any shares under the new Sales Agreement; agreement terminates upon sale of all Placement Shares or upon termination per the agreement. Cooley LLP provided a legal opinion related to the Placement Shares.

Why It Matters
This ATM agreement gives IN8bio flexible, on‑demand access to raise capital by selling shares into the market as needed. If the Company chooses to sell shares under the program, those sales would increase the number of shares outstanding and could dilute existing shareholders. There is no immediate issuance required and no dollar amount committed—investors should watch future SEC filings for any actual sales and the amount raised.