In8bio, Inc 10-K for FY2021

About this 10-K

Headline figures

In8bio, Inc. (INAB)

10-K 2022-03-17 For: 2021-12-31

Added on April 07, 2026

In8bio, Inc filed this 10-K on March 17, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $14.65M; compared with a net loss of $8.56M a year earlier

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Delaware	82-5462585
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
350 5th Avenue, Suite 5330 New York, New York	10118
(Address of principal executive offices)	(Zip Code)


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


		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	41
Item 1B.	Unresolved Staff Comments	84
Item 2.	Properties	84
Item 3.	Legal Proceedings	84
Item 4.	Mine Safety Disclosures	84

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	85
Item 6.	[Reserved]	85
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	86
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	93
Item 8.	Financial Statements and Supplementary Data	93
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	104
Item 9A.	Controls and Procedures	104
Item 9B.	Other Information	104
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	104

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	105
Item 11.	Executive Compensation	105
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	105
Item 13.	Certain Relationships and Related Transactions, and Director Independence	105
Item 14.	Principal Accountant Fees and Services	105

PART IV
Item 15.	Exhibits and Financial Statement Schedules	106
Item 16	Form 10-K Summary	108


	Year Ended December 31,
	2021			2020			Change
Operating expenses:
Research and development	$	7,347		$	5,378		$	1,969
General and administrative		7,306			3,179			4,127
Total operating expenses		14,653			8,557			6,096
Loss from operations		(14,653	)		(8,557	)		(6,096	)
Net loss	$	(14,653	)	$	(8,557	)	$	(6,096	)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO


					Payments Due by Period
		Total			Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
		(in thousands)
Operating lease commitments	$		2,231	$	405	$		1,470	$	356	$	—
Financing lease commitments			717		435			282		—		—
Total	$		2,948	$	840	$		1,752	$	356	$	—


Report of Independent Registered Public Accounting Firm (CohnReznick LLP Tysons, Virginia, PCAOB ID 596)	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Convertible Preferred Stock, Common Stock and Stockholders’ Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-8


	December 31,			December 31,
	2021			2020
Assets
Current assets
Cash	$	37,021		$	17,994
Prepaid expenses and other current assets		1,959			150
Total Current Assets		38,980			18,144
Non-current assets
Property and equipment, net		97			186
Construction in progress		403			—
Restricted cash		251			141
Deferred offering costs		—			2,439
Right of use assets - financing leases		704			—
Right of use assets - operating leases		1,630			—
Other non-current assets		158			—
Total Non-Current Assets		3,243			2,766
Total Assets	$	42,223		$	20,910
Liabilities, Convertible Preferred Stock and Stockholders' Equity (Deficit)
Liabilities
Current liabilities
Accounts payable	$	395		$	620
Accrued expenses and other current liabilities		1,235			1,778
Short-term financing lease liability		392			—
Short-term operating lease liability		234			—
Loan payable, current		—			174
Total Current Liabilities		2,256			2,572
Deferred rent		—			17
Long-term financing lease liability		269			—
Long-term operating lease liability		1,515			—
Total Non-Current Liabilities		1,784			17
Total Liabilities		4,040			2,589
Commitments and Contingencies
Convertible preferred stock, Series A (Note 8)		—			34,900
Stockholders' Equity (Deficit)
Common stock, par value $0.0001 per share; 490,000,000 and 50,700,000 shares authorized at December 31, 2021 and 2020, respectively; 18,781,242 and 3,764,488 shares issued and outstanding at December 31, 2021 and 2020, respectively		2			1
Additional paid-in capital		70,872			1,458
Accumulated deficit		(32,691	)		(18,038	)
Total Stockholders' Equity (Deficit)		38,183			(16,579	)
Total Liabilities, Convertible Preferred Stock and Stockholders' Equity (Deficit)	$	42,223		$	20,910


	December 31, 2021			December 31, 2020
Operating expenses:
Research and development	$	7,347		$	5,378
General and administrative		7,306			3,179
Total operating expenses		14,653			8,557
Loss from operations		(14,653	)		(8,557	)
Net loss	$	(14,653	)	$	(8,557	)
Net loss attributable to common stockholders (Note 12)	$	(14,653	)	$	(10,340	)
Net loss per share attributable to common stockholders – basic and diluted	$	(1.47	)	$	(3.02	)
Weighted-average number of shares used in computing net loss per common share – basic and diluted		9,969,733			3,419,075


	Convertible Preferred Stock Series A						Common Stock				Additional Paid-In		Accumulated			Total Stockholders’ Equity
	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2019		2,713,980		$	8,896			3,235,671	$	1	$	238	$	(9,481	)	$	(9,242	)
Issuance of common stock - Class A		—			—			227,010		—		499		—			499
Issuance of common stock – in relation to license agreement		—			—			89,629		—		103		—			103
Issuance of common stock – in relation to legal settlement		—			—			200,750		—		248		—			248
Exercise of common stock option - Class A		—			—			11,428		—		13		—			13
Issuance of convertible preferred stock - Series A, net of $81 issuance costs		7,048,351			25,175			—		—		—		—			—
Exercise of warrants into convertible preferred stock - Series A		231,396			829			—		—		—		—			—
Stock-based compensation expense		—			—			—		—		357		—			357
Net loss		—			—			—		—		—		(8,557	)		(8,557	)
Balance at December 31, 2020		9,993,727			34,900			3,764,488		1		1,458		(18,038	)		(16,579	)
Issuance of common stock – as a result of IPO, net of issuance costs of $7,685		—			—			4,000,000		—		32,290		—			32,290
Conversion of convertible preferred stock to common stock upon closing of IPO		(9,993,727	)		(34,900	)		10,990,065		1		34,899		—			34,900
Stock options exercises		—			—			26,689		—		30		—			30
Stock-based compensation expense		—			—			—		—		2,195		—			2,195
Net loss		—			—			—		—		—		(14,653	)		(14,653	)
Balance at December 31, 2021		—		$	—			18,781,242	$	2	$	70,872	$	(32,691	)	$	38,183


	Year Ended December 31,
	2021			2020
Operating activities
Net loss	$	(14,653	)	$	(8,557	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		89			88
Stock-based compensation		2,195			357
Stock issuance related to license agreement		—			103
Stock issuance related to legal settlement		—			248
Deferred rent		—			17
Amortization of financing lease right-of-use assets		537			—
Amortization of operating lease right-of-use assets		162			—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(1,876	)		3
Other non-current assets		(159	)		(48	)
Accounts payable		(319	)		(160	)
Accrued expenses and other current liabilities		554			816
Short-term operating lease liabilities		158			—
Long-term operating lease liabilities		(197	)		—
Net cash used in operating activities		(13,509	)		(7,133	)
Investing activities
Construction in progress		(309	)		—
Net cash used in investing activities		(309	)		—
Financing activities
Proceeds from exercise of common stock options		30		13
Proceeds from the issuance of common stock		36,327			499
Proceeds from issuance of preferred stock - net of $81 of issuance costs		-			25,175
Principal payments on financing leases		(535	)		—
Proceeds from issuance of loan		-			174
Repayment of loan payable		(174	)		—
Payment of deferred offering costs		(2,693	)		(1,344	)
Net cash provided by financing activities		32,955			24,517
Net increase in cash and restricted cash		19,137			17,384
Cash and restricted cash at beginning of year		18,135			751
Cash and restricted cash at end of year	$	37,272		$	18,135
Supplemental disclosure of non-cash operating, financing and investing information:
Deferred offering costs included in accounts payable and accrued expenses	$	—		$	1,095
Exercise of convertible preferred stock warrants	$	—		$	829
Construction in progress included in accounts payable	$	94		$	—
Conversion of preferred stock - Series A into common stock	$	34,900		$	—
Right-of-use assets obtained in exchange for financing lease	$	309		$	—
Right-of-use assets obtained in exchange for operating lease	$	969		$	—
Initial measurement of lease right-of-use assets	$	1,693		$	—
Initial measurement of lease liabilities	$	1,728		$	—


	December 31, 2021		December 31, 2020
Cash, end of year	$	37,021	$	17,994
Long-term restricted cash, end of year		251		141
Cash and restricted cash, end of year	$	37,272	$	18,135


			Estimated Useful Life
Computer equipment			3 years
Laboratory equipment			3-5 years


Level 1 —	Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 —	Inputs are other than quoted prices included in Level 1, which are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life.
Level 3 —	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.


	Number of Stock Options			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020		1,247,158		$	5.16			9.34	$	1,486
Granted		1,231,965			7.59
Exercised		(26,689	)		(1.09	)
Forfeited		(146,055	)		(5.76	)
Outstanding at December 31, 2021		2,306,379		$	6.51			8.99	$	983
Exercisable at December 31, 2021		503,206		$	6.00			8.37	$	544
Options expected to vest as of December 31, 2021		1,803,173		$	6.83			9.16	$	439


	December 31, 2021	December 31, 2020
Volatility	85.67%-89.15%	83.3%-90.9%
Expected life (years)	5.49-6.68	4.25-9.34
Risk-free interest rate	0.66%-1.32%	0.3%-1.4%
Dividend rate	—%	—%


	December 31, 2021			December 31, 2020
Current provision (benefit):
Federal	$	—		$	—
State		—			—
Total		—			—
Deferred provision (benefit)
Federal		(2,670	)		(1,569	)
State		(1,938	)		(1,116	)
Total		(4,608	)		(2,685	)
Change in valuation allowance		4,608			2,685
Income tax provision (benefit)	$	—		$	—


	December 31, 2021			December 31, 2020
Machinery and equipment	$	443		$	443
Less accumulated depreciation		(346	)		(257	)
Property and equipment, net	$	97		$	186


	December 31, 2021		December 31, 2020
Furniture	$	77	$	—
Leasehold improvements		200		—
Internal use software not yet in service		126		—
Construction in progress	$	403	$	—


	December 31, 2021		December 31, 2020
Accrued offering costs	$	—	$	876
Accrued clinical trials		196		376
Accrued compensation		926		400
Accrued other		113		126
Total accrued expenses and other current liabilities	$	1,235	$	1,778


	December 31, 2021			December 31, 2020
U.S Federal statutory rate		21	%		21	%
State taxes, net of federal benefit		10	%		10	%
Stock-based compensation		-2	%		0	%
Other permanent differences		-1	%		0	%
True up adjustments		3	%		0	%
Change in valuation allowance		-31	%		-31	%
Income tax provision (benefit)		0	%		0	%


	December 31, 2021			December 31, 2020
Deferred tax assets:
Stock-based compensation	$	337		$	155
Net operating loss carryforwards and alternative minimum tax credits		6,803			4,667
Lease liabilities		791			—
Reserves and accruals		304			—
Intangibles and fixed assets		1,922			—
Total deferred tax assets		10,157			4,822
Deferred tax liabilities:
ROU assets		(766	)		—
Property and equipment		—			(38	)
Total deferred tax liabilities		(766	)		(38	)
Valuation allowance		(9,391	)		(4,784	)
Deferred tax assets (liabilities), net	$	—		$	—


	Year Ended December 31,
Lease Cost
Amortization of finance right-of-use assets	$	537
Interest on finance lease liabilities		86
Operating lease cost		280
Short-term lease cost		460
Total lease cost	$	1,363


	December 31, 2021
Other Operating Lease Information
Cash paid for amounts included in the measurement of lease liability – finance leases	$	86
Cash paid for amounts included in the measurement of lease liability – operating leases	$	158
Weighted-average remaining lease term – finance leases		1.64
Weighted-average remaining lease term – operating leases		4.73
Weighted-average discount rate – finance leases		10.2	%
Weighted-average discount rate – operating leases		10.4	%


	Financing Leases		Operating Leases
2022	$	435	$	405
2023		252		478
2024		30		490
2025		—		502
2026		—		311
Thereafter		—		45
Total lease payment		717		2,231
Less: interest		56		482
Total lease liabilities		661		1,749
Less: short-term lease liability		392		234
Long-term lease liability	$	269	$	1,515


Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on August 3, 2021).
3.2		Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39692), filed with the SEC on August 3, 2021).
4.1		Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-249530), filed with the SEC on November 5, 2020).
4.2		Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated May 7, 2018 (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249530), filed with the SEC on October 16, 2020).
4.3		Description of the Registrant’s Securities.
10.1+		Form of Indemnity Agreement by and between the Registrant and its directors and executive officers. (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-249530), filed with the Commission on November 5, 2020).
10.2+		2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.3+		Forms of Option Grant Notice and Option Agreement under 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.4+		2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (File No. 333-259458), filed with the SEC on September 10, 2021).
10.5+		Forms of Option Grant Notice and Option Agreement under 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249530), filed with the Commission on November 5, 2020).
10.6+		Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249530), filed with the Commission on November 5, 2020).
10.7+		2020 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (File No. 333-259458), filed with the SEC on September 10, 2021).
10.8+		Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249530), filed with the Commission on November 5, 2020).
10.9†		Exclusive License Agreement, dated March 10, 2016, between the Registrant and The UAB Research Foundation, as amended (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.10†		First Amendment to Exclusive License Agreement, dated December 14, 2016, between the UAB Research Foundation and the Registrant (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.11†		Second Amendment to Exclusive License Agreement, dated December 14, 2016, between the UAB Research Foundation and the Registrant (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.12†		Third Amendment to Exclusive License Agreement, dated December 14, 2016, between the UAB Research Foundation and the Registrant (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.13†		Fourth Amendment to Exclusive License Agreement, dated December 14, 2016, between the UAB Research Foundation and the Registrant (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.14†		Exclusive License Agreement, dated June 10, 2016, between Emory University, Children’s Healthcare of Atlanta, Inc., and UAB Research Foundation and the Registrant (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.15†		First Amendment to Exclusive License Agreement between Emory University, Children’s Healthcare of Atlanta, Inc., The UAB Research Foundation and the Registrant (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).


10.16†		Second Amendment to Exclusive License Agreement between Emory University, Children’s Healthcare of Atlanta, Inc., The UAB Research Foundation and the Registrant (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249530), filed with the Commission on October 16, 2020).
10.17+		Amended and Restated Employment Agreement, between Registrant and William Ho, dated December 1, 2020 (incorporated herein by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249530), filed with the Commission on July 22, 2021).
10.18+		Amended and Restated Employment Agreement between Registrant and Lawrence Lamb, dated December 31, 2020 (incorporated herein by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249530), filed with the Commission on July 22, 2021).
10.19+		Employment Agreement between Registrant and Trishna Goswami, dated October 7, 2021.
10.20+		Employment Agreement between Registrant and Patrick McCall, dated January 20, 2021.
23.1		Consent of Independent Registered Accounting Firm.
24.1		Power of Attorney (included on the signature page to this report).
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).


	IN8bio, Inc.

March 17, 2022	By:	/s/ William Ho
		William Ho
		Chief Executive Officer (Principal Executive Officer)

March 17, 2022	By:	/s/ Patrick McCall
		Patrick McCall
		Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)


Name	Title	Date

/s/ William Ho	Chief Executive Officer and Director (Principal Executive Officer)	March 17, 2022
William Ho

/s/ Patrick McCall	Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	March 17, 2022
Patrick McCall

/s/ Alan S. Roemer	Chairman of the Board of Directors	March 17, 2022
Alan S. Roemer

/s/ Peter Brandt	Director	March 17, 2022
Peter Brandt

/s/ Emily Fairbairn	Director	March 17, 2022
Emily Fairbairn

/s/ Luba Greenwood	Director	March 17, 2022
Luba Greenwood

/s/ Travis Whitfill	Director	March 17, 2022
Travis Whitfill