UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 19, 2025, IO Biotech ApS, a subsidiary of IO Biotech, Inc. (the “Company”), entered into an addendum to the service agreement (“Service Agreement”), dated August 21, 2017 (the “Addendum”), with Mai-Britt Zocca, the Company’s Chief Executive Officer (the “CEO”), to provide for severance entitlements in the event the CEO’s employment with the Company and its affiliates is terminated without “cause” or by the CEO for “good reason” (each, a “Qualifying Termination”).
Pursuant to the Addendum, in the event of a Qualifying Termination, the CEO will receive the following severance pay and benefits: (i) severance pay equal to 12 months of the CEO’s then-current base salary; (ii) a bonus for the year of termination, pro-rated based on the days employed during the calendar year in which the termination occurs and calculated based on actual performance for the performance year; (iii) any unpaid bonus for the prior year; and (iv) the accelerated vesting of outstanding equity awards that are scheduled to vest during the 12-month period following such Qualifying Termination, with any performance-based vesting conditions subject to actual performance with respect to performance periods that conclude during such 12-month period. In the event that the Qualifying Termination occurs within six months prior to or 12 months following a Change in Control, then (x) the severance pay set forth in clause (i) will increase to 18 months, (y) the bonus payable under clause (ii) will not be prorated and (z) 100% of the CEO’s then-outstanding equity awards will vest, with performance-based vesting conditions deemed achieved at target or such other vesting level set forth in the underlying award agreements. The severance payments and benefits under the Addendum are subject to the CEO’s execution and non-revocation of a general release of claims in favor of the Company.
The foregoing description of the Addendum is qualified in its entirety by reference to the complete text of the Addendum, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Addendum, dated June 19, by and between the Company and the CEO | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IO BIOTECH, INC. | ||||||
| Date: June 20, 2025 | By: | /s/ Mai-Britt Zocca, Ph.D. | ||||
| Name: | Mai-Britt Zocca, Ph.D. | |||||
| Title: | Chief Executive Officer | |||||