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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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IN8BIO, INC. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Emily Fairbairn 10 Orinda View Road, Orinda, CA, 94563 925-284-7777 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2026 (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. |
| 1 |
Name of reporting person
EMILY FAIRBAIRN | ||||||||
| 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)
PF | ||||||||
| 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
UNITED STATES
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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
215,431.00 | ||||||||
| 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)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Malcom Fairbairn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 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
UNITED STATES
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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
205,626.00 | ||||||||
| 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)
2.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Malcom and Emily Fairbairn 2010 CRUT | ||||||||
| 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)
PF | ||||||||
| 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
CALIFORNIA
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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
202,582.00 | ||||||||
| 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)
2.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
IN8BIO, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
EMPIRE STATE BUILDING, 350 5TH AVENUE, SUITE 5330, NEW YORK,
NEW YORK
, 10118. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed as an amendment to the statement on Schedule 13D relating to common stock, par value $0.0001 per share of IN8bio, Inc., a Delaware corporation, as filed with the Securities and Exchange Commission (the "SEC") on January 2, 2026 (the "Original Schedule 13D"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Ms. Fairbairn beneficially owns an aggregate of 215,431 shares of Common Stock, consisting of (a) Series C Warrants exercisable for up to 101,291 shares of Common Stock held directly by the CRUT, (b) Pre-Funded Warrants exercisable for up to 101,291 shares of Common Stock directly held by the CRUT, (c) 923 shares of Common Stock held by the Roth IRA, and (d) 11,926 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of May 27, 2026. Ms. Fairbairn is a trustee of the CRUT and shares voting and investment power over the securities held by the CRUT.
As of the date hereof, Mr. Fairbairn beneficially owns an aggregate of 205,626 shares of Common Stock, consisting of (a) Series C Warrants exercisable for up to 101,291 shares of Common Stock held directly by the CRUT, (b) Pre-Funded Warrants exercisable for up to 101,291 shares of Common Stock directly held by the CRUT, and (c) 3,044 shares of Common Stock held by Valley High. Mr. Fairbairn is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High. Mr. Fairbairn is a trustee of the CRUT and shares voting and investment power over the securities held by the CRUT.
Each of Ms. Fairbairn, Mr. Fairbairn and the CRUT may be deemed to beneficially own 2.2%, 2.1% and 2.1%, respectfully, of the Issuer's outstanding Common Stock, which percentages are calculated based upon 9,847,089 shares of Common Stock outstanding on May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
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| (b) | Ms. Fairbairn has sole voting and dispositive power over 12,849 shares of the Issuer's Common Stock. Mr. Fairbairn has sole voting and dispositive power over 3,044 shares of the Issuer's Common Stock. The Reporting Persons share voting and dispositive power over 202,582 shares of the Issuer's Common Stock.
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| (c) | Except as described herein, none of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days.
On May 27, 2026, the CRUT transferred 724,637 shares of Common Stock to a 501(c)(3) charitable foundation for no consideration. | |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. | |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on May 27, 2026 by virtue of the CRUT transferring 724,637 shares of Common Stock to a 501(c)(3) charitable foundation for no consideration. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D, filed with the SEC on January 2, 2026).
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| 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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