IN8bio Inc美股招股说明书(2026-01-30版)

This prospectus covers the offer and resale from time to time by the selling stockholders identified in this prospectus or their donees, pledgees,assignees, transferees, distributees or other successors-in-interest (the “selling stockholders”) of up to an aggregate of 14,384,052 shares of our commonstock, par value $0.0001 per share, issued by us in a private placement on December22, 2025, consisting of (i) 4,931,375 shares of our common stock(the “PIPE Shares”) and (ii)9,452,677 shares of our common stock (the “Pre-Funded Warrant Shares”) issuable upon the exercise of outstandingpre-funded warrants to purchase shares of our common stock (the “Pre-Funded Warrants”) held by certain selling stockholders. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by the selling stockholders ofsuch shares. Sales of the shares by the selling stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related toprevailing market prices or at negotiated prices. The selling stockholders may sell shares to or through underwriters, broker-dealers or agents, who mayreceive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The sellingstockholders are responsible for all broker or similar commissions related to the offer and sale of their shares. Our common stock is listed on the Nasdaq Capital Market under the trading symbol “INAB.” On January28, 2026, the last reported sale price ofour common stock was $1.96 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the section titled “Risk Factors” on page 6 of this prospectus and any similar section contained in anyamendment or supplement to this prospectus or in any filing with the Securities and Exchange Commission that isincorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTION LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”). Under thisregistration statement, the selling stockholders may sell from time to time in one or more offerings the common stock described in this prospectus. Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that provided or incorporated byreference in this prospectus, and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used onlyin jurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurateonly as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the documentincorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition andresults of operations may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documentsreferred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is apart, and you may obtain copies of those documents as described below under the section titled “Where You Can Find Additional Information.” Unless the context indicates otherwise, as used in this prospectus, the terms “IN8bio,” “Company,” “we,” “us,” “our” and similar references referto IN8bio, Inc. Table of Contents PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus or incorporated by reference in this prospectus and does notcontain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, theapplicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under thesections titled “Risk Factors” contained in this pro