{"url_path":"/sec/inab/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1740279/0001193125-26-249684-index.html","accession_number":"0001193125-26-249684","cik":"0001740279","ticker":"INAB","issuer_name":"IN8BIO, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1740279/0001193125-26-249684-index.html","primary_entity_key":"0001740279","primary_entity_name":"IN8BIO, INC."},"word_count":501,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nOn June 1, 2026, IN8bio, Inc. (the “Company”) entered into a Capital on DemandTM Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (the “Agent”) with respect to an at the market offering program under which the Company may issue and sell, from time to time at its sole discretion, shares (the “Placement Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), through or to the Agent. The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-291393), as amended.\n\nUpon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Agent may sell the Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market or on any other existing trading market for the Common Stock. The Agent will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission equal to an aggregate of three percent (3.0%) of the gross sales proceeds of any Placement Shares sold through the Agent under the Sales Agreement, and also has provided the Agent with customary indemnification and contribution rights.\n\nThe Company is not obligated to make any sales of Common Stock under the Sales Agreement. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all Placement Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms. The Company may terminate the Sales Agreement at any time upon ten (10) days written notice, and the Agent may terminate the Sales Agreement with at any time upon ten (10) days written notice or immediately upon the occurrence of certain specified events.\n\nThe foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.\n\nCooley LLP, counsel to the Company, has issued a legal opinion relating to the Placement Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.\n\nThis Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state."}