UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
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| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure regarding the Tranche A Warrant as set forth under Item 8.01 of this report is incorporated by reference under this Item 3.02.
The securities described below under Item 1.01 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof on the basis that the transaction did not involve a public offering.
| Item 8.01. | Other Events |
As previously announced, on December 19, 2024, IO Biotech ApS, a private limited liability company incorporated in Denmark and wholly-owned subsidiary (the “Borrower”) of IO Biotech, Inc., a Delaware corporation (the “Company”) entered into a Finance Contract (the “Finance Contract”) and a related side letter with the European Investment Bank (“EIB”), establishing three committed tranches and one uncommitted tranche of potential financing in an aggregate principal amount of up to €57.5 million, subject to certain conditions precedent.
Pursuant to the Finance Contract, the Company (through the Borrower) has satisfied the conditions to draw €10.0 million in an initial tranche of the term loan facility (“Tranche A”). In connection therewith, on April 24, 2025, the Company issued to EIB a Tranche A warrant (the “Tranche A Warrant”) to purchase up to 5,623,664.38 shares of the Company’s common stock, par value $0.001 (the “Common Stock”). The Strike Price (as defined in the Tranche A Warrant) per share of Common Stock is $0.8891. It is expected that the Company (through the Borrower) will draw down upon the Tranche A loan on or around May 6, 2025.
Except as disclosed herein, the terms and conditions under the Tranche A Warrant are as disclosed under the heading “Warrants” on our Form 8-K filed with the U.S. Securities and Exchange Commission on December 20, 2024.
The foregoing is only a summary of the terms of the Tranche A Warrant, does not purport to be complete and is qualified in its entirety by reference to the full text of the Tranche A Warrant, a copy of which is attached to this report as Exhibit 4.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 | Tranche A Warrant, dated as of April 24, 2025 | |
| 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 thereunto duly authorized.
| IO Biotech, Inc. | ||||||
| Date: April 30, 2025 | By: | /s/ Mai-Britt Zocca, Ph.D. | ||||
| Mai-Britt Zocca, Ph.D. | ||||||
| Chief Executive Officer | ||||||