Amendment: SEC Form SCHEDULE 13D/A filed by IO Biotech Inc.
$IOBT
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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IO Biotech, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
449778109 (CUSIP Number) |
Barbara Fiorini Novo Holdings A/S, Tuborg Havnevej 19 Hellerup, G7, DK-2900 45 3527 6592 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 449778109 |
| 1 |
Name of reporting person
Novo Holdings A/S | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DENMARK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,981,588.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
IO Biotech, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Ole Maaloes Vej 3, Copenhagen N,
DENMARK
, DK-2200. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment No. 7" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on November 10, 2021, and amended on May 26, 2022, September 30, 2022, August 11, 2023, February 13, 2024, May 14, 2024 and September 17, 2024 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows:
On August 11, 2025, Novo Holdings A/S sold 841,996 shares at $1.7673 per share in a block trade. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Novo Holdings A/S beneficially owns 2,512,453 shares of Common Stock and 2,469,135 shares of Common Stock issuable upon the exercise of immediately exercisable warrants representing approximately 7.3% of the Issuer's outstanding shares of Common Stock, based upon the sum of (i) 65,880,914 shares of the Common Stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025 and (ii) 2,469,135 shares of Common Stock issuable upon the exercise of the warrants. | |
| (b) | Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares. | |
| (c) | Except as described herein, Novo Holdings A/S has not effected any transactions in the Issuer's Common Shares within the past 60 days and neither the Foundation nor any person listed on the updated Schedule I has effected any transactions in the Issuer's Common Shares within the past 60 days. | |
| (d) | Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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