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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2022



IN8bio, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-39692   82-5462585

(State or Other Jurisdiction

of Incorporation)

File Number)

(IRS Employer

Identification No.)


350 5th Avenue, Suite 5330

New York, New York

(Address of Principal Executive Offices)   (Zip Code)

646 600-6438

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   INAB   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07 Submission of Matters to a Vote of Security Holders.

IN8bio, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 1, 2022. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2022.

Proposal No. 1: Election of two nominees to serve as directors until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified. All nominees were elected. The votes were cast as follows:


Name    Votes For      Votes Withheld      Broker

Emily Fairbairn

     14,647,171.73        708.00        1,606,280.00  

Luba Greenwood

     14,647,170.73        709.00        1,606,280.00  

Proposal No. 2: Ratification of the appointment of CohnReznick LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:


     Votes For            Votes Against            Abstained  

Ratification of appointment of CohnReznick LLP

     16,210,884.73               32,152.00               11,123.00  


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    IN8bio, Inc.
Dated: June 2, 2022     By:  

/s/ Patrick McCall

      Patrick McCall

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)