Material Agreement Form 8 K

Item 1.01.

Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 30, 2024, IN8bio, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (the "Investors"), pursuant to which the Company agreed to issue and sell units, comprised of an aggregate of 25,759,595 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), 5,646,853 pre-fundedwarrants (the "Pre-FundedWarrants") to purchase one share of Common Stock and 31,406,448 Series C warrants to purchase one share of Common Stock (the "Series C Warrants" and, together with the Pre-FundedWarrants, the "Warrants"), to the Investors in a private placement (the "Private Placement"). The units will be sold at a purchase price of $0.3950 per unit (or $0.3949 per unit with respect to units that include Pre-FundedWarrants in lieu of Common Stock), for aggregate initial gross proceeds of approximately $12.4 million, before deducting placement agent fees and other private placement expenses, which the Company expects to fund the Company's current operating plan into 2026.

The Pre-FundedWarrants will have an exercise price of $0.0001 per share. The Series C Warrants will have an exercise price of $0.27 per share. The closing of the Private Placement is subject to customary closing conditions and is expected to occur on or about October 4, 2024 (the "Closing Date").

Warrants

Each Pre-FundedWarrant will be exercisable immediately and will be exercisable until such Pre-FundedWarrant is exercised in full. In lieu of a cash payment to the Company in payment of the aggregate exercise price upon exercise of a Pre-FundedWarrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Pre-FundedWarrants.

Each Series C Warrant will be exercisable immediately and will expire three years from the date of issuance.

Under the terms of the Warrants, the Company may not give effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of any such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder's for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, which percentage may be increased or decreased at the holder's election upon notice to the Company, up to 19.99%.

Registration Rights Agreement

Also on September 30, 2024, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Investors, pursuant to which the Company agreed to register for resale the Shares and the Common Stock underlying the Warrants (the "Warrant Shares" and, together with the Shares, the "Registrable Securities"). Under the Registration Rights Agreement, the Company has agreed to file a registration statement (the "Registration Statement") covering the resale by the Investors of their Registrable Securities no later than 30 days following the closing of the Private Placement (the "Filing Date"). The Company has agreed to use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof and in any case not more than 30 days following the filing thereof, unless the Securities and Exchange Commission (the "SEC") reviews the Registration Statement, in which case not more than 60 days following the filing thereof (the "Effectiveness Deadline"). The Company has also agreed to use commercially reasonable efforts to keep such Registration Statement effective until the earlier of (1) the date that all Registrable Securities covered by such registration statement have been sold or can be sold without restriction pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and (2) five years after the closing of the Private Placement. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities.

In the event (i) the Registration Statement has not been filed by the Filing Date, (ii) the Registration Statement is not declared effective by the Effectiveness Deadline, or (iii) after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement for any reason, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to each Investor as liquidated damages in an amount equal to 1% of the aggregate amount invested by each such Investor in the Registrable Securities per 30-day periodor pro rata for any portion thereof for each such month during which such event continues, subject to a cap set forth in the Registration Rights Agreement.

The Company has agreed to, among other things, indemnify each Investor, officers, directors, members, managers, partners and agents and successors and assigns, and each other person, if any, who controls such Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, partners, members and managers of each such controlling person, under the registration statement against certain liabilities incident to the Company's obligations under the Registration Rights Agreement.

The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The Investors will not be acquiring the securities with a view to or for sale in connection with any distribution thereof in violation of the Securities Act and appropriate legends will be affixed to the securities issued in this transaction.

The foregoing descriptions of the Pre-FundedWarrants, the Series C Warrants, the Purchase Agreement, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies or forms of which are filed as Exhibit 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K,and are incorporated herein by reference.

The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties thereto and the placement agent expressly named as a third-party beneficiary therein and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.