Filing Details

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Explanatory Note:  Pursuant to Rule 13d-2 of the Securities Exchange Act, as amended, this Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission on November 19, 2021 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of IO Biotech, Inc. (the “Issuer” or the “Company”).  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

  

Item 3.

Source and Amount of Funds or Other Consideration

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 3 of this Amendment No. 1 is incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 21,851,920 shares of Common Stock, which represents approximately 29.6% of the total number of shares of Common Stock outstanding.  The board of directors of the Reporting Person, including Steffen Kragh, Lars Holmqvist, Susanne Krüger Kjær, Michael Kjær, Peter Schütze, Svend Andersen, Henrik Sindal Jensen, Katja Barnkob, Mikkel Helmer Nielsen, and Morten Aagaard, and Lene Skole, the chief executive officer of the Reporting Person, may be deemed to share voting and investment authority over the shares held by the Reporting Person.  Neither Lene Skole nor any individual member of the Reporting Person’s board of directors is deemed to hold any beneficial ownership in the shares held by the Reporting Person.

The beneficial ownership percentage reported herein was calculated based on the sum of (i) 65,880,914 shares of Common Stock outstanding as of August 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 11, 2023, and (ii) 7,901,234 shares of Common Stock the Reporting Person has the right to acquire upon exercise of Warrants, which have been added to the total shares of Common Stock outstanding for purposes of calculating the Reporting Person’s beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act.

(c) The response to Item 3 of this Amendment No. 1 is incorporated by reference herein.  Except for the transactions reported herein, there have been no transactions in shares of Common Stock by the Reporting Person in the past sixty days.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 3 of this Amendment No. 1 is incorporated by reference herein.

Registration Rights Agreement

On August 7, 2023, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers.  Under the terms of the Registration Rights Agreement, the Company has agreed to prepare and file, within 30 days after the Closing (the “Filing Deadline”), one or more registration statements with the Securities and Exchange Commission to register for resale the shares of Common Stock issued under the Purchase Agreement and the shares of Common Stock issuable upon conversion of the Warrants issued pursuant to the Purchase Agreement, and to cause the applicable registration statements to become effective within a specified period after the Filing Deadline.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached hereto as an exhibit to this Amendment No. 1 and is incorporated by reference.

Except as otherwise set forth in this Amendment No. 1, there are no contracts, arrangements, understandings, or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.

Exhibit 99.4        Purchase Agreement, dated as of August 7, 2023 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2023).

Exhibit 99.5        Form of Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2023).

Exhibit 99.6:        Registration Rights Agreement, dated as of August 7, 2023 (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2023).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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