IN8bio, Inc.
350 5th Avenue, Suite 5330
New York, New York 10118
May 15, 2026
VIA EDGAR
Division of Corporation Finance
Office of Technology
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| RE: | IN8bio, Inc. |
Registration Statement on Form S-3
File No. 333-291393
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Exchange Act of 1933, as amended, IN8bio, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on May 19, 2026, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.
Once the Registration Statement has been declared effective, please orally confirm that event with Jaime L. Chase at (202) 728-7096 or, in her absence, Trey Reilly of Cooley LLP, counsel to the Registrant, at (212) 479-6502.
| Very truly yours, | ||
| IN8bio, Inc. | ||
| By: | /s/ Patrick McCall | |
| Name: Patrick McCall | ||
| Title: Chief Financial Officer | ||
| cc: | William Ho, IN8bio, Inc. |
Jaime L. Chase, Cooley LLP
Trey Reilly, Cooley LLP