IN8BIO, INC. — Director's Dealing 2023

Dec 15, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: IN8BIO, INC. (INAB)
CIK: 0001740279
Period of Report: 2023-12-13

Reporting Person: Bios Clinical Opportunity Fund, LP (10% Owner)
Reporting Person: Bios Equity COF, LP (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Pre-Funded Warrants	$0.0001		Common Stock (574241)		Direct
Series A Warrant	$1.25	2025-06-13	Common Stock (574241)		Direct
Series B Warrant	$1.50	2028-12-13	Common Stock (574241)		Direct

Footnotes

F1: 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 (the "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. The Private Placement closed on December 13, 2023.

F2: 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.

F3: 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").

F4: 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.

F5: 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.

F6: 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.