FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 12, 2026

~~Date of Report (Date of earliest event reported): February 26~~IN8bio, ~~2026~~Inc.

(Exact ~~IN8bio,~~name ~~Inc.~~of Registrant as Specified in Its Charter)

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39692	82-5462585
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 5th Avenue, Suite 5330
New York, New York		10118
(Address of Principal Executive Offices)		(Zip Code)

Delaware	001-39692	82-5462585
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
350 5th Avenue, Suite 5330
New York, New York		10118
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: 646 600-6438

     

~~Registrant’s~~Not ~~Telephone Number, Including Area Code: (646) 600-6438~~Applicable

~~Not~~(Former ~~Applicable~~Name or Former Address, if Changed Since Last Report)

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☐Written ~~the~~communications ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

☐Soliciting ~~Written~~material ~~communications~~ pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

☐Pre-commencement ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

☐ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

☐Securities ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~13e-4~~12(cb) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.13e-4(c))~~:

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	INAB	The Nasdaq Stock Market LLC

Title of each class		TradingSymbol(s)		Name of each exchangeon 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).

~~Indicate~~Emerging ~~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~~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. ☐

IfItem an2.02 emergingResults 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 theOperations Exchangeand ActFinancial Condition. ☐

~~Item~~On 5March 12, 2026, IN8bio, Inc.02 ~~Departure~~(the of“Company”) ~~Directors~~issued ora ~~Certain~~press ~~Officers;~~release ~~Election~~announcing ofits ~~Directors;~~financial ~~Appointment~~results offor ~~Certain~~fourth ~~Officers;~~quarter ~~Compensatory~~and ~~Arrangements~~fiscal year ended December 31, 2025. A copy of ~~Certain~~the ~~Officers~~press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnThe ~~February 26,~~information ~~2026,~~in ~~Alan~~this S.Form ~~Roemer~~8-K, ~~notified~~including ~~the~~Exhibit ~~Board~~99.1 ofhereto, ~~Directors~~shall ~~(the~~not ~~“Board”)~~be ofdeemed ~~IN8bio, Inc. (the~~ “~~Company~~filed”) offor ~~his~~purposes ~~decision to resign as a director~~ of ~~the~~Section ~~Board~~18 ~~and as a member~~ of the ~~Audit~~Securities ~~and~~Exchange ~~Compensation~~Act ~~Committees~~ of ~~the Board~~1934, ~~effective~~ as ofamended ~~February 28,~~(the ~~2026.~~“Exchange ~~Mr. Roemer’s~~Act”), ~~decision~~or ~~was~~otherwise ~~not~~subject to the ~~result~~liabilities of ~~any~~that ~~disagreement~~section, ~~between~~nor ~~Mr. Roemer~~shall ~~and~~it ~~the~~be ~~Company,~~deemed ~~its~~incorporated ~~management,~~by ~~the~~reference ~~Board~~in or any ~~committees~~filing ~~thereof~~under onthe ~~any~~Securities ~~matter~~Act ~~relating~~of to1933, ~~the~~as ~~Company’s operations~~amended, ~~policies~~ or ~~practices.~~the ~~The~~Exchange ~~Board has appointed Jeremy Graff~~Act, anexcept ~~independent~~as ~~director,~~expressly ~~as Interim~~set ~~Chair of~~forth ~~the~~by ~~Board,~~specific ~~effective~~reference asin ofsuch ~~February 28,~~a ~~2026~~filing.

SIGNATURESItem 9.01 Financial Statements and Exhibits.

~~Pursuant~~d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~Exhibits.

		IN8bio, Inc.
Exhibit No.	Description
Date: February 27, 2026		By:	/s/ William Ho
99.1	Press Release, dated March 12, 2026.
			William Ho
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
			Chief Executive Officer

SIGNATURES

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


		IN8bio, Inc.

Date:	March 12, 2026	By:	/s/ Patrick McCall
			Patrick McCall
			Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

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