SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rochlin Kate

(Last)

(First)

(Middle)

C/O IN8BIO, INC.

350 5TH AVE. SUITE 5330

(Street)

NEW YORK

10118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IN8BIO, INC. [ INAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/30/2025		M		12,295	A	$0.1844	55,169	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Warrants (right to buy)	$0.45	04/27/2025		D⁽¹⁾			12,295	⁽²⁾	10/04/2025	Common Stock	12,295	⁽¹⁾⁽³⁾	0	D
Series A Warrants (right to buy)	$0.1844	04/27/2025		A⁽¹⁾		12,295		⁽²⁾	05/02/2025	Common Stock	12,295	⁽¹⁾	12,295	D
Series A Warrants (right to buy)	$0.1844	04/30/2025		M			12,295	⁽²⁾	05/02/2025	Common Stock	12,295	$0	0	D
Series B Warrants (right to buy)	$1.5	04/27/2025		D⁽⁴⁾			12,295	⁽²⁾	12/13/2028	Common Stock	12,295	⁽³⁾⁽⁴⁾	0	D
Series B Warrants (right to buy)	$0.45	04/27/2025		A⁽⁴⁾		12,295		⁽²⁾	12/13/2028	Common Stock	12,295	⁽⁴⁾	12,295	D

Explanation of Responses:

1. The reported transaction involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the grant of a "replacement" warrant. The warrant was originally granted on December 13, 2023 and later amended on October 4, 2024 with an exercise price of $0.45 per share and expiration date of October 4, 2025. On April 27, 2025, the warrant's exercise price was reduced to $0.1844 per share and the warrant expiration date was amended to May 2, 2025.

2. Fully vested and exercisable.

3. The reported securities are included within 12,295 units purchased by the Reporting Person on December 13, 2023 for $1.22 per unit. Each unit consists of one share of common stock, one Series A warrant and one Series B warrant, each warrant represents the right to purchase 12,295 shares of common stock.

4. The reported transaction involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the grant of a "replacement" warrant. The warrant was originally granted on December 13, 2023 with an exercise price of $1.50 per share. The exercise price was reduced to $0.45 per share.

	/s/ Jason Minio, Attorney-in-Fact	05/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Chief Operating Officer Rochlin Kate exercised 12,295 shares at a strike of $0.18, increasing direct ownership by 29% to 55,169 units (SEC Form 4)