IO Biotech Inc 2024年度报告

(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROMTO Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒As of June 30, 2024, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $60.6million.The number of shares of Registrant’s Common Stock, par value $0.001 per share, outstanding as of March 25, 2025 was65,880,914.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s proxy statement relating to its 2025 Annual Meeting of Stockholders have been incorporated by reference herein in response to Part III,as specifically set forth in Part III. Table of Contents PART I 6Item 1.Business6Item 1A.Risk Factors67Item 1B.Unresolved Staff Comments124Item 1C.Cybersecurity Risk Management, Strategy and Governance124Item 2.Properties124Item 3.Legal Proceedings125Item 4.Mine Safety Disclosures125 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities126Item 6.(Reserved)127Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations128Item 7A.Quantitative and Qualitative Disclosures About Market Risk140Item 8.Financial Statements and Supplementary Data141Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure165Item 9A.Controls and Procedures166Item 9B.Other Information167Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections167 PART III Item 10.Directors, Executive Officers and Corporate Governance168Item 11.Executive Compensation168Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters168Item 13.Certain Relationships and Related Transactions, and Director Independence168Item 14.Principal Accounting Fees and Services168 PART IV Item 15.Exhibits, Financial Statement Schedules169Item 16.Form 10-K Summary170 Summary of the Material and Other Risks Associated with Our Business Our business is subject to numerous material and other risks and uncerta