8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2026

IO BIOTECH, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-41008	87-0909276
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

Ole Maaløes Vej 3

DK-2200 Copenhagen N

Denmark

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +45 7070 2980

N/A

(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 Instruction 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, par value $0.001 per share	IOBT	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 2.05.	Costs Associated with Exit or Disposal Activities.

As part of previously announced efforts by IO Biotech, Inc. (the “Company”) to reduce the Company’s operating expenses while the Company explores a range of strategic alternatives, the Board of Directors of the Company approved on January 21, 2026, a restructuring and workforce reduction plan (the “Plan”) which is expected to result in a significant reduction of the Company’s workforce globally.

In connection with the implementation of the Plan, the Company expects to incur one-time charges and cash expenditures in a range of approximately $2.4 million to $2.6 million, primarily related to employee wages and severance payments, healthcare continuation, earned vacation time and related termination costs. The Company expects to incur these charges primarily during the first quarter of 2026.

The actual timing and amount of these charges may differ from the Company’s current estimates due to a variety of factors, including the finalization of severance terms, jurisdiction-specific legal requirements, and the pace of transition activities. The Company may also incur additional non-material charges in future periods related to the Plan.

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As part of the Company’s previously announced efforts to significantly reduce the Company’s operating expenses while the Company explores a range of strategic alternatives, on January 28, 2026, the Company notified Qasim Ahmad, M.D., the Company’s Chief Medical Officer and a named executive officer, that his employment with the Company would end effective as of the close of business on February 15, 2026.

Item 8.01.	Other Events

On January 30, 2026, the Company issued a press release announcing that it has retained Raymond James & Associates, Inc. to serve as exclusive financial advisor to assist the Company in its previously announced exploration of strategic alternatives. The Company also announced a restructuring and workforce reduction plan which is expected to result in a significant reduction of the Company’s workforce globally to reduce the Company’s operating expenses while the Company explores strategic alternatives.

A copy of the Company’s press release is filed with this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br> <br>Number	Exhibit Description
99.1	IO Biotech, Inc. Press Release, dated as of January 30, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	IO BIOTECH, INC.
Date: January 30, 2026	By:	/s/ Mai-Britt Zocca, Ph.D.
	Name:	Mai-Britt Zocca, Ph.D.
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

IO Biotech Provides Corporate Update

•  Raymond James engaged as financial advisor

•  Reduction in force implemented

New York, NY – January 30, 2026: IO Biotech (Nasdaq: IOBT), a clinical-stage biopharmaceutical company developing novel, immune-modulatory, off-the-shelf therapeutic cancer vaccines, today announced that it has retained Raymond James & Associates, Inc. to serve as exclusive financial advisor to assist the company in its previously announced exploration of strategic alternatives.

The company also announced that it is implementing cost-containment and cash conservation measures, including a significant reduction of the company’s workforce, to reduce operating expenses while the company explores strategic alternatives.

About IO Biotech

IO Biotech is a clinical-stage biopharmaceutical company developing novel, immune-modulatory, off-the-shelf therapeutic cancer vaccines based on its T-win^®^ platform. The T-win platform is based on a novel approach to cancer vaccines designed to activate T cells to target both tumor cells and the immune-suppressive cells in the tumor microenvironment. IO Biotech is headquartered in Copenhagen, Denmark and has US headquarters in New York, New York. For further information, please visit www.iobiotech.com. Follow us on our social media channels on LinkedIn and X (@IOBiotech).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, including regarding the nature, timing or outcome of a review of strategic alternatives, and the company’s financial position or cash runway, are based on IO Biotech’s current assumptions and expectations of future events and trends, which affect or may affect its business, strategy, operations or financial performance, and actual results and other events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. Except to the extent required by law, IO Biotech undertakes no obligation to update these statements, whether as a result of any new information, future developments or otherwise.

Company Contact:

Amy Sullivan, CFO

IO Biotech, Inc.

508-479-3480

asu@iobiotech.com

Raymond James Contact:

Brian Gleason, Managing Director

Raymond James

(201) 988-5082

brian.gleason@raymondjames.com