IO Biotech, Inc. — Director's Dealing 2023

Aug 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IO Biotech, Inc. (IOBT)
CIK: 0001865494
Period of Report: 2023-08-09

Reporting Person: Vivo Capital IX, LLC (10% Owner)
Reporting Person: Vivo Capital Fund IX, L.P. (10% Owner)
Reporting Person: Vivo Opportunity, LLC (10% Owner)
Reporting Person: Vivo Opportunity Fund Holdings, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-09	Common Stock	P	3157894	$1.90	Acquired	3157894	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-09	Warrants (Right to Buy)	$2.47	P	3157894	Acquired		Common Stock (3157894)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3015545	Indirect

Footnotes

F1: Purchase was made pursuant to that certain Securities Purchase Agreement dated as of August 7, 2023, by and among the Issuer and the purchasers named therein.

F2: The securities are held directly by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. As the managing members of Vivo Opportunity, LLC, Gaurav Aggarwal, Hongbo Lu, Kevin Dai, Frank Kung and Michael Chang share voting and dispositive power over the securities held by Vivo Opportunity Fund Holdings, L.P., but each disclaims beneficial ownership of such securities except to the extent of their individual pecuniary interest therein.

F3: These warrants expire at 5:00 p.m. on the earlier of (i) February 9, 2027, and (ii) one day prior to the closing of an Acquisition of the Issuer, as defined in the Form of Warrant, attached as Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2023, provided that the holder will be prohibited from exercising these warrants if, after giving effect to such exercise, the holder (together with such holder's affiliates and any other persons acting as a group together) would beneficially own in excess of 9.99% of the shares of common stock of the Issuer outstanding immediately after giving effect to such exercise.