Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with its previously announced revised strategic plan and related workforce reduction, IN8bio, Inc. (the "Company") entered into amendments to the employment agreements of each of William Ho, Trishna Goswami, Lawrence Lamb, Patrick McCall and Kate Rochlin (collectively, the "Amendments"). These Amendments each reflect the announced reduction in cash compensation, effective as of September 1, 2024, and also provide that, subject to certain conditions, if (i) the Company terminates the executive without cause or the executive resigns for good reason or (ii) the executive is terminated in connection with a change of control, such executive will receive severance payments based upon greater of (i) the executive's Current Base Salary (as such term is defined in the Amendments) or (ii) the executive's base salary in effect as of the date of executive's separation from service.

The description of the Amendments is a summary and is qualified in its entirety by reference to each of the Amendments which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated by reference herein.