IN8BIO, INC. — Director's Dealing 2022

Aug 30, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IN8BIO, INC. (INAB)
CIK: 0001740279
Period of Report: 2022-08-26

Reporting Person: Kreis Leslie W. (Director, 10% Owner)
Reporting Person: BIOS Fund II NT, LP (Director, 10% Owner)
Reporting Person: BIOS Fund II, LP (Director, 10% Owner)
Reporting Person: BIOS Fund II QP, LP (Director, 10% Owner)
Reporting Person: BIOS Incysus Co-Invest I, LP (Director, 10% Owner)
Reporting Person: Bios Equity Partners II, LP (Director, 10% Owner)
Reporting Person: BIOS Equity Partners III, LP (Director, 10% Owner)
Reporting Person: Cavu Management, LP (Director, 10% Owner)
Reporting Person: Cavu Advisors, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-26	Common Stock	P	1377	$2.01	Acquired	584784	Indirect
2022-08-29	Common Stock	P	4912	$2.02	Acquired	589696	Indirect
2022-08-26	Common Stock	P	8531	$2.01	Acquired	3621100	Indirect
2022-08-29	Common Stock	P	30428	$2.02	Acquired	3651528	Indirect
2022-08-26	Common Stock	P	1306	$2.01	Acquired	554416	Indirect
2022-08-29	Common Stock	P	4660	$2.02	Acquired	559076	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	574432	Indirect
Common Stock	1876624	Indirect
Common Stock	251211	Indirect
Common Stock	997433	Indirect

Footnotes

F1: Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: 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.

F2: Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by 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 and the Bios Equity Entities, Mr. Fletcher, Bios Management and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F3: 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.

F4: Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by the Bios Equity Entities. Because of the relationship between Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Kreis, Cavu Management and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F5: The securities are directly held by Bios Fund III NT.

F6: The securities are directly held by Bios Fund III QP.

F7: The securities are directly held by Bios Fund III.

F8: The securities are directly held by Bios Fund II, LP ("Bios Fund II").

F9: The securities are directly held by Bios Fund II QP.

F10: The securities are directly held by Bios Fund II NT.

F11: The securities are directly held by BIOS Incysus.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.97 to $2.08, inclusive. The reporting persons undertake to provide to IN8BIO, Inc., any security holder of IN8BIO, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (12) to this Form 4.