On December 11, 2023 IN8bio, Inc. (Nasdaq: INAB), a leading clinical-stage biopharmaceutical company focused on innovative gamma-delta T cell therapies, reported that it has entered into a securities purchase agreement with certain healthcare-focused institutional investors to raise up to $46.9 million at increasing valuations that includes initial gross proceeds of $14.4 million, extending the Company’s runway into 2025 (Press release, In8bio, DEC 11, 2023, View Source [SID1234638423]).

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Under the terms of the securities purchase agreement, the Company will sell units comprised of an aggregate of 11,249,588 shares of the Company’s common stock, par value $0.0001 per share, pre-funded warrants to purchase 574,241 shares of common stock, warrants to purchase up to 11,823,829 shares of common stock (the "Series A Ordinary Warrants") and warrants to purchase up to 11,823,829 shares of common stock (the "Series B Ordinary Warrants" and, together with the Series A Ordinary Warrants, the "Ordinary Warrants"). The units will be sold at a purchase price of $1.22 per unit. The pre-funded warrants will have an exercise price of $0.0001 per share. The Series A Ordinary Warrants will have an exercise price of $1.25 per share. The Series B Ordinary Warrants will have an exercise price of $1.50 per share.

IN8bio will receive initial gross proceeds of approximately $14.4 million as a result of the private placement. IN8bio intends to use the net proceeds from the private placement to fund the clinical development of its product candidates and for general corporate purposes.

Investors have committed to exercise the Series A Ordinary Warrants at a purchase price of $1.25 per share for aggregate proceeds of $14.8 million and the issuance of 11.8 million shares of common stock. The mandatory exercise of Series A Ordinary Warrants is subject to the Company’s public announcement of its INB-100 data for the ten currently enrolled patients, should they remain alive and evaluable, covering a period of at least 11 months of long-term follow-up for each patient, along with certain stock price and trading volume requirements.

The Series B Ordinary Warrants allow the Company to redeem such warrants, at a redemption price of $0.01 per Series B Ordinary Warrant. Holders of Class B Ordinary Warrants may choose to exercise such warrants at a purchase price of $1.50 per share prior to such mandatory redemption. The Series B Ordinary Warrant redemption is subject to the Company’s public announcement of its INB-100 data for the ten currently enrolled patients, should they remain alive and evaluable, covering a period of at least 22 months of long-term follow-up for each patient, along with certain stock price and trading volume requirements. Should all holders of Series B Ordinary Warrants choose to exercise such warrants, it would result in aggregate proceeds to the Company of $17.7 million and the issuance of 11.8 million shares of common stock.

The closing of the private placement is subject to customary closing conditions and is expected to occur on or about December 13, 2023.

Cantor Fitzgerald & Co. acted as the sole placement agent for the private placement.

The offer and sale of the foregoing securities is being made in a private placement pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities have not been registered under the Securities Act or applicable state securities laws. The Securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Securities, nor shall there be any sale of the Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.