IN8BIO, INC.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 12, 2026
INAB$0.93+11.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-13.
0000950170-25-038738
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-12.
0001193125-26-104181
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 126 current paragraphs.
82 unchanged; 23 reworded; 16 added; 14 removed; 2 previous and 5 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
INB-100, our first DeltEx allogeneic product candidate, was developed to assess the safety and tolerability of donor-derived manufactured expanded and activated gamma-delta T cells that do not undergo additional genetic modification. The Phase 1 trial of INB-100 has completed primary enrollment and a recommended Phase 2 dose ("RP2D") has been determined. We are currently enrolling an expansion cohort at the RP2D, with a target of up to an additional 15 patients (for a minimum of 25 total patients in the INB-100 Phase 1 trial), to confirm the improvements in relapse free and OS observed to date. We expect to complete the treatment of all patients in the expansion cohort in early 2026 with long-term follow-up results anticipated at a medical meeting in late 2026.
Current report
Our DeltEx DRI product candidate, INB-200, is being developed for newly diagnosed GBM. Patient dosing in the investigator-sponsored Phase 1 trial of INB-200 (NCT04165941) has been completed and we continue to follow patients for PFS and OS. In May 2025, we delivered an oral plenary presentation at the American Society of Clinical Oncology ("ASCO") Annual Meeting presenting longer-term patient follow-up data.
Current report
INB-400 is our corporate-sponsored investigational new drug application (“IND”) for the Phase 2, multi-center clinical trial evaluating our DeltEx DRI technology in newly diagnosed GBM. Treatment of any enrolled patients has been completed and the IND remains open. In September 2024, following a pipeline prioritization review, we suspended further enrollment in the Phase 2 trial of INB-400 to conserve capital. The trial was designed to further evaluate genetically modified, DRI gamma-delta T cells in newly diagnosed GBM patients across multiple centers in the United States.
Current report
At the 2025 Annual Meeting of the Society of Neuro-Oncology (“SNO”), we presented consolidated data from the INB-200 (Phase 1) and INB-400 (Phase 2) trials in both poster and oral presentations.
Current report
This data was updated through December 31, 2025, and patients who received repeated doses of DeltEx DRI gamma-delta T cells reported an mPFS of 13.0 months and a mOS of 17.2+ months, with median overall survival continuing to grow. We continue to believe that our DeltEx DRI approach has the potential to address this significant unmet need and expect to provide further clinical updates, including additional mOS data from the total data set, at medical meetings in mid- and late- 2026.
Current report
We believe our DeltEx DRI gamma-delta T cell therapeutic approach is demonstrating clinical activity and may have the potential applicability across multiple solid tumor types. In April 2023, we received Orphan Drug Designation from the FDA for both the autologous and allogeneic DeltEx DRI INB-400 product candidates, covering a broad range of malignant glioma indications, including relapsed and newly diagnosed GBM. We believe there may be potential regulatory designation pathways available for the autologous DeltEx DRI program in newly diagnosed GBM and intend to seek further guidance from the FDA regarding potential development and regulatory pathways in 2026. Following such regulatory guidance, we expect to evaluate potential funding sources and strategic opportunities to support continued development of this program toward potential commercialization.
Current report
Most recently we introduced INB-600, our proprietary, internally developed TCE platform. We have demonstrated that INB-619, a CD19 targeted gamma-delta TCE can efficiently and completely eliminate targeted B cells in a dose-dependent manner. Data presented at The American College of Rheumatology Convergence 2025 meeting (“ACR Convergence 2025”) highlighted the potential of INB-619 in B cell-driven autoimmune diseases such as systemic lupus erythematosus (“SLE”) and demonstrated deep B cell depletion through selective activation and expansion of gamma-delta T cells.
Current report
In December 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”), pursuant to which we agreed to issue and sell shares of common stock (the “2025 Shares”) and, in lieu of common stock, pre-funded warrants (the “2025 Pre-Funded Warrants” and, together with the 2025 Shares, the “2025 Securities”) to purchase shares of common stock, in up to two closings in a private placement (the “2025 Private Placement”).
Current report
The initial closing of the 2025 Private Placement occurred on December 22, 2025. At the initial closing, we issued and sold an aggregate of 5,127,029 shares of our common stock at a purchase price of $1.38 per share (the “2025 Share Price”) and, in lieu of shares of common stock, 9,452,677 pre-funded warrants to purchase one share of common stock (the “2025 Pre-Funded Warrants”) at a purchase price of $1.3799 per 2025 Pre-Funded Warrant (the “2025 Pre-Funded Warrant Price”), for net proceeds of $18.5 million, after deducting private placement fees and expenses.
Current report
Pursuant to the Purchase Agreement, subject to the occurrence of the Second Closing Trigger (as defined below), we also agreed to issue and sell to the Investors in a second closing up to an additional 14,579,706 shares of common stock or pre-funded warrants in lieu of common stock, at the 2025 Share Price and the 2025 Pre-Funded Warrant Price, respectively, for additional aggregate gross proceeds of approximately $20.1 million, before deducting placement agent fees and other private placement expenses. The Second Closing Trigger shall occur upon (i) the achievement, during the period commencing on the date of the initial closing and ending on December 31, 2026, of our presentation of animal model data for our INB-619 product candidate (the “INB-619 Milestone”), and (ii) either (A) the achievement of a volume weighted average price per share of equal to or greater than 200% of the 2025 Share Price (subject to appropriate, proportional adjustment for any stock splits or combinations of the common stock occurring after the date of the Purchase Agreement) measured during any five consecutive trading days during the 90 trading days following the date of our first announcement via a press release or Current Report on Form 8-K of the occurrence of the INB-619 Milestone (such period the “Measurement Period” and such price threshold requirement, the “Price Threshold”) or (b) our receipt of a written notice signed by the Investors holding a majority of the 2025 Securities outstanding from time to time and delivered to the Company during the Measurement Period that waives the Price Threshold for purposes of the second closing.
Current report
Reverse Stock Split
Current report
On June 5, 2025, we effected a reverse stock split at a ratio of one-for-thirty (the "Reverse Stock Split"). Pursuant to their terms, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise or vesting of all outstanding stock options and warrants, and the number of shares of our common stock authorized for issuance pursuant to our equity incentive plans was reduced proportionally. The Reverse Stock Split did not reduce the number of authorized shares of common stock and did not alter the par value. No fractional shares were issued as a result of the Reverse
Current report
Stock Split. Stockholders of record who would have otherwise been entitled to receive a fractional share received a cash payment in lieu thereof.
Current report
Warrant Exercises and Exchanges
Current report
In April 2025, we entered into privately negotiated letter agreements with certain holders of outstanding Series A Warrants and Series B Warrants (the "Participating Holders") to (i) exercise, for cash, 239,293 Series A Warrants and 71,403 Series B Warrants for the purchase of an aggregate of 310,696 shares of common stock, in each case at a reduced exercise price of (a) $5.53 per share for Participating Holders who are directors or executive officers of the Company and (b) $5.35 per share for all other Participating Holders (the "Warrant Exercises") and (ii) exchange certain Series A Warrants and Series B Warrants for 41,014 pre-funded warrants, in each case for a cash payment of (a) $5.53 per warrant share for Participating Holders who are directors or executive officers of the Company and (b) $5.35 per warrant share for all other Participating Holders (the "Warrant Exchanges"), for aggregate net proceeds of $1.9 million. See Note 7, Warrants, in our financial statements contained elsewhere in this Annual Report for additional information.
Current report
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted the standard effective January 1, 2025 on a retrospective basis. See Note 10, Income Taxes, for further disclosure.
Removed paragraphs (14)
Previous report
INB-400 is the corporate sponsored investigational new drug application (“IND”) for the Phase 2, multi-center clinical trial for our DeltEx DRI technology for the treatment of newly diagnosed GBM. While the IND remains open and we continue to treat any enrolled patients, in September 2024 we suspended enrollment of additional patients due to cash resource allocations. This trial sought to expand the assessment of genetically modified, DRI gamma-delta T cells in newly diagnosed GBM patients in multiple centers across the United States. We will continue to follow any treated patients for safety, progression-free survival ("PFS") and overall survival ("OS") with preliminary data to be reported in 2025. We believe our DeltEx DRI gamma-delta T cell therapeutic approach is demonstrating clinical activity and can be applied to multiple solid tumor types. We are seeking alternative funding sources and strategic opportunities to potentially partner this program. In April 2023, we received Orphan Drug Designation for the autologous and allogeneic INB-400 products from the FDA, covering a broad range of malignant glioma indications, including relapsed and newly diagnosed GBM.
Previous report
Most recently we introduced INB-600, our proprietary and internally developed TCE platform. This technology represents a potentially revolutionary advancement in immunotherapy, harnessing the power of gamma-delta T cells through a distinctive mechanism that optimizes effector function and targeted cytotoxicity. We believe INB-600 positions us with a promising candidate for a range of potential applications, from solid tumors to autoimmune diseases, with the goal of offering a comprehensive approach to immune system modulation and disease treatment. We have demonstrated that a CD19 targeted gamma-delta TCE can eliminate the targeted cells in a dose-dependent manner. We expect to present additional preliminary preclinical data at a medical meeting in spring 2025.
Previous report
In connection with the closing of the 2024 Private Placement, we amended certain of our outstanding series A common stock purchase warrants (the “Amended Series A warrants”), representing approximately 11,714,076 shares of our Common Stock, to (i) reduce the exercise price from $1.25 to $0.45 per share and (ii) extend the termination date of such Amended Series A warrants to October 4, 2025.
Previous report
2023 Private Placement
Previous report
In December 2023, we issued and sold an aggregate of 11,823,829 units comprising (i) (a) one share of our common stock, par value $0.0001 per share, or (b) one pre-funded warrant to purchase one share of common stock (the “2023 Pre-Funded Warrants”), and, in each case, (ii) one Series A warrant to purchase one share of common stock (the “Series A Warrants”), and (iii) one Series B warrant to purchase one share of common stock (the “Series B Warrants” and, together with the Series A Warrants, the “2023 Warrants”) (the “2023 Private Placement” and, together with the 2024 Private Placement, the “Private Placements”). In connection with the 2023 Private Placement, we issued an aggregate of 11,249,588 shares of common stock, 574,241 2023 Pre-Funded Warrants, 11,823,829 Series A Warrants and 11,823,829 Series B Warrants. The 2023 Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and are exercisable until the 2023 Pre-Funded Warrant is exercised in full. The Amended Series A Warrants, have an exercise price of $0.45 per share. The remainder of the Series A warrants (the “Unamended Series A Warrants”) have an exercise price of $1.25 per share. The Series B Warrants have an exercise price of $1.50 per share, are exercisable immediately and will expire on December 13, 2028. The units were sold at a purchase price of $1.22 per unit, for an aggregate initial net proceeds of $13.5 million, after deducting private placement fees and expenses. The closing of the 2023 Private Placement occurred on December 13, 2023. On January 12, 2024, we filed a registration statement on Form S-3 to register for resale the common stock and the common stock underlying the 2023 Warrants and the 2023 Pre-Funded Warrants.
Previous report
Other Income
Previous report
We entered into a non-recurring contractual arrangement in early 2023 with a non-related third party to transfer two lots of our clinical scale, GMP grade gamma-delta T cells, in which the third party utilized the cells in their research activities.
Previous report
Other Income
Previous report
We did not have any other income for the year ended December 31, 2024. We entered into a non-recurring contractual arrangement in early 2023 with a non-related third party to transfer two lots of our clinical scale, GMP grade gamma-delta T cells, in which the third party utilized the cells in their research activities.
Previous report
As of December 31, 2024, we had cash of $11.1 million. Our current plan of operation is to execute our business strategy, by advancing clinical development of INB-100, and progressing our other product candidates, including our preclinical pipeline and strengthening our internal research and development capabilities. Additionally we are actively seeking potential collaborative partners for INB-400 and our earlier stage assets. Based on this business strategy, our existing cash as of December 31, 2024 plus net proceeds of $3.7 million from the issuance of equity under the ATM program raised in February 2025 and $0.4 million from the exercise of a portion of our Series C warrants, is only expected to fund the projected operating expenses and capital expenditure requirements into March 2026.
Previous report
Outstanding Warrants
Previous report
As of December 31, 2024, we had issued and outstanding 574,241 2023 Pre-Funded warrants, 5,646,853 2024 Pre-Funded warrants, 11,803,829 Series A warrants (subject to amendment as described below), 11,823,829 Series B Warrants, and 31,343,158 Series C warrants. The 2023 Pre-Funded Warrants and the 2024 Pre-Funded warrants have an exercise price of $0.0001 per share and do not expire. The Amended Series A Warrants, have an exercise price of $0.45 per share. The Unamended Series A warrants have an exercise price of $1.25 per share. The Series B warrants have an exercise price of $1.50 per share. The Series C warrants have an exercise price of $0.27 per share. The Series A warrants are exercisable immediately. The Unamended Series A Warrants will expire on June 13, 2025 and the Amended Series A Warrants will expire on October 4, 2025. The Series B warrants are exercisable immediately and expire on December 13, 2028. The Series C warrants are exercisable immediately and will expire on October 4, 2027.
Previous report
Stock-Based Compensation
Previous report
We did not adopt any new accounting guidance during the year ended December 31, 2024. As of as of January 1, 2025 we adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 effective January 1, 2025. See Note 15, Segments, in the accompanying notes to the consolidated financial statements for further detail. Additionally, there is no pending accounting guidance that we expect to have a material impact on the financial statements.
Reworded paragraphs (23)
Previous wording
We are a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of gamma-delta T cell product candidates and T cell engagers (“TCEs”) for cancer and autoimmune diseases. We are the most clinically advanced gamma-delta T cell-focused company and are utilizing our suite of DeltEx platform technologies as we aspire to eliminate cancer cells to achieve our mission of what we refer to as Cancer Zero ─ the safe elimination of all cancer cells in every patient battling the disease. We developex vivo expanded and activated gamma-delta T cell candidates and TCEs based upon our deep expertise in gamma-delta T cell biology, proprietary genetic engineering, and cell-type specific manufacturing capabilities, which we refer to collectively as our DeltEx platform. Our platform employs allogeneic, autologous, induced pluripotent stem cell ("iPSC"), genetically modified cell therapy approaches, and TCEs that are designed to effectively identify and eradicate tumor and targeted cells. To date, we have conducted two main investigator-sponsored Phase 1 clinical trials to test our gamma-delta T cell technologies in cancer patients. INB-100 tests our DeltEx Allogeneic (“Allo”) gamma-delta T cells in older patients with high-risk leukemias undergoing haploidentical stem cell transplantation (“HSCT”) and INB-200 tested our DeltEx Drug Resistant Immunotherapy (“DRI”) in newly diagnosed glioblastoma (“GBM”) patients. Both trials have demonstrated long-term durable remissions with patients remaining alive and remission for greater than three years.
Current wording
We are a leading clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of gamma-delta T cell product candidates and T cell engagers ("TCEs") for cancer and autoimmune diseases. We are the most clinically advanced gamma-delta T cell-focused company and are utilizing our suite of DeltEx platform technologies as we aspire to eliminate cancer cells to achieve our mission of what we refer to as Cancer Zero TM — the safe elimination of all cancer cells in every patient battling the disease. We developex vivo expanded and activated gamma-delta T cell candidates and TCEs based upon our deep expertise in gamma-delta T cell biology, proprietary genetic engineering, and cell-type specific manufacturing capabilities, which we refer to collectively as our DeltEx platform. Our platform employs allogeneic, autologous, induced pluripotent stem cell ("iPSC"), genetically modified cell therapy approaches, and TCEs that are designed to effectively identify and eradicate tumor or target cells. To date, we have conducted two primary investigator-sponsored Phase 1 clinical trials evaluating our gamma-delta T cell technologies in cancer patients, which have both completed primary enrollment. INB-100 is assessing our DeltEx Allogeneic (“Allo”) gamma-delta T cell therapy in adult patients with high-risk leukemias undergoing haploidentical stem cell transplantation (“HSCT”). INB-200 evaluated our DeltEx Drug Resistant Immunotherapy (“DRI”) in patients with newly diagnosed glioblastoma (“GBM”). Both trials have demonstrated encouraging clinical activity, including long-term durable remissions, with patients remaining alive and in remission or progression-free for more than four years.
Previous wording
We also have a portfolio of preclinical programs in development. These include INB-300, which is applicable to both solid and liquid tumors using a targeted non-signaling gamma-delta T cell based chimeric antigen receptor (“nsCAR”) construct and INB-500 which encompasses our ability to produce gamma-delta T cells from iPSCs. iPSCs represent a significant step toward next generation approaches of cellular manufacturing for true allogeneic and potentially "off-the-shelf" innate cell therapies. For INB-300 we presented additional preclinical data demonstrating our proof-of-concept in vitro studies, run in triplicate, against the leukemia antigen targets CD33 and CD123. This data, presented at the American Association for Cancer Research ("AACR") Annual Meeting in 2024, demonstrated the ability of our nsCAR constructs to distinguish between tumor tissue and healthy tissue. We plan to continue to optimize the nsCAR construct for advancement towards animal models, IND enabling studies and opportunities for potential partnership .
Current wording
We also have a portfolio of preclinical programs within our DeltEx pipeline which currently remain paused in development due to financial market conditions and prioritization. These include INB-300, a targeted non-signaling gamma-delta T cell based chimeric antigen receptor (“nsCAR”) construct which is applicable to both solid and liquid tumors, and INB-500, which encompasses our ability to produce gamma-delta T cells from iPSCs. iPSCs represent a significant step toward next generation approaches of cellular manufacturing for true allogeneic and potentially "off-the-shelf" innate cellular therapies. We presented additional preclinical data for INB-300 demonstrating our proof-of-concept in vitro studies, against the leukemia antigen targets CD33 and CD123, at the American Association for Cancer Research ("AACR") Annual Meeting in 2024. These data demonstrated the ability of our nsCAR constructs to distinguish between tumor tissue and healthy tissue.
Previous wording
In October 2024, we issued and sold units, comprised of an aggregate of 25,696,305 shares of our common stock, 5,646,853 pre-funded warrants to purchase one share of common stock (the “2024 Pre-Funded warrants”) and 31,343,158 Series C warrants to purchase one share of common stock (the “Series C warrants”), for net proceeds of $11.2 million, after deducting private placement fees and expenses (the "2024 Private Placement"). The closing of the 2024 Private Placement occurred on October 4, 2024. The 2024 Pre-Funded warrants have an exercise price of $0.0001 and the Series C warrants have an exercise price of $0.27 per share. Each 2024 Pre-Funded Warrant is exercisable immediately and remains exercisable until exercised in full. In lieu of a cash payment to the Company in payment of the aggregate exercise price upon exercise of a 2024 Pre-Funded Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the 2024 Pre-Funded warrants terms. Each Series C warrant is exercisable immediately and will expire on October 4, 2027. On November 4, 2024 we filed a registration statement on Form S-3 to register for resale the shares of common stock and the common stock underlying the 2024 Pre-Funded warrants and Series C warrants.
Current wording
The 2025 Pre-Funded Warrants have an exercise price of $0.0001 per share. Each 2025 Pre-Funded Warrant is exercisable immediately and remains exercisable until exercised in full. In lieu of a cash payment to us in payment of the aggregate exercise price upon exercise of a 2025 Pre-Funded Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the 2025 Pre-Funded Warrants.
Previous wording
In September 2024, we implemented a pipeline prioritization by suspending further development on INB-400 and focusing on development of INB-100 and reduced our workforce by approximately 49%, across all functions. In combination with this reduction, the executive management team and the Board also agreed to a 11% reduction in their cash compensation, effective as of September 1, 2024. In connection with the pipeline reprioritization, we suspended patient enrollment in the INB-400 Phase 2 clinical trial for newly diagnosed GBM while we explore partnership opportunities for the program. We will continue to monitor patients previously treated in the fully enrolled INB-200 clinical trial as well as any patients that have been enrolled and are undergoing treatment in the INB-400 Phase 2 clinical trial.
Current wording
In September 2024, we implemented a pipeline prioritization by suspending further development on INB-400 and focusing on development of INB-100 and reduced our workforce by approximately 49%, across all functions. In combination with this reduction, the executive management team and the Board also agreed to a 11% reduction in their cash compensation, effective as of September 1, 2024. In connection with the pipeline reprioritization, we suspended patient enrollment in the INB-400 Phase 2 clinical trial for newly diagnosed GBM while we seek additional funding sources, potential accelerated approval pathways and/or strategic opportunities to potentially partner this program. We continue to track the patients as we have not yet reached median OS and expect to provide additional updates in mid- and late- 2026.
Previous wording
We expect to incur additional losses in the future as we advance our product candidates through clinical trials, seek to expand our product candidate portfolio through developing additional product candidates, grow our clinical, regulatory and quality capabilities, and incur costs associated with operating as a public company. Based on our business strategy, our existing cash of $11.1 million as of December 31, 2024, along with $3.7 million in net proceeds from the issuance of equity in February 2025 under the ATM program and $0.4 million from the exercise of a portion of our Series C warrants exercised, is not anticipated to fund the Company’s projected operating expenses and capital expenditure requirements for a period of at least twelve months from the date of issuance of these financial statements, and accordingly, there is substantial doubt about the Company’s ability to continue to operate as a going concern.
Current wording
We expect to incur additional losses in the future as we advance our product candidates through clinical trials, seek to expand our product candidate portfolio through developing additional product candidates, grow our clinical, regulatory and quality capabilities, and incur costs associated with operating as a public company. Based on our business strategy, our existing cash of $27.1 million as of December 31, 2025, is not anticipated to fund our projected operating expenses and capital expenditure requirements after April 2027. Accordingly, there continues to be a substantial doubt about our ability to continue to operate as a going concern.
Previous wording
We continue to deploy cash preservation measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility given the ongoing market environment for biotechnology stocks. These cash preservation measures may impact our ability and the timing to execute our strategy, including our ability to achieve the anticipated milestones and the timing of regulatory filings for our preclinical and clinical programs. To continue to fund our operations, management has developed plans, which primarily consist of the pipeline prioritization and workforce reduction, raising additional capital through some combination of equity and/or debt offerings, including through our ATM program, and identifying strategic collaborations, licensing or other arrangements to support development of our product candidates. In addition, as of March 10, 2025, we may receive an additional $5.4 million and $8.1 million in aggregate proceeds if the holders of our Series A warrants and Series C warrants exercise their warrants, respectively. Further, if not otherwise redeemed by us, we may also receive aggregate proceeds of up to $17.7 million from the exercise of our outstanding Series B warrants. There is no assurance, however, that we will receive any additional proceeds from the Private Placements or that any additional financing or any revenue-generating collaboration will be available when needed, that management will be able to obtain financing or enter into a collaboration on terms acceptable to us, or that any additional financing or revenue generated through third-party collaborations will be sufficient to fund our operations. If additional capital is not available to us on a timely basis, or at all, we will be required to take additional actions beyond the cost preservation measures initiated to date to address our liquidity needs, including exploring other strategic options, continuing to further reduce operating expense or delaying, reducing the scope of, discontinuing or altering our research and development activities. For additional information, see “—Liquidity” below.
Current wording
In addition, as of March 9, 2026, we may receive an additional $6.7 million in aggregate proceeds if the holders of our Series C warrants exercise their warrants in full. Further, if not otherwise redeemed by us, we may also receive aggregate proceeds of up to $2.3 million from the exercise of our outstanding Series B warrants in full. There is no assurance, however, that we will receive any additional proceeds from the second closing of the 2025 Private Placement or the exercise of outstanding warrants or pre-funded warrants, that any additional financing or any revenue-generating collaboration will be available when needed, that management will be able to obtain financing or enter into a collaboration on terms acceptable to us, or that any additional financing or revenue generated through third-party collaborations will be sufficient to fund our operations. If additional capital is not available to us on a timely basis, or at all, we will be required to take additional actions beyond the cash preservation measures initiated to date to address our liquidity needs, including exploring other strategic options, continuing to further reduce operating expense or delaying, reducing the scope of, discontinuing or altering our research and development activities. For additional information, see “—Liquidity” below.
Previous wording
Research and development activities are central to our business. We expect that our research and development expenses will continue to increase for the foreseeable future as we continue clinical development for our product candidates and continue to discover and develop additional product candidates. If any of our product candidates enter into later stages of clinical development, they will generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials.
Current wording
Research and development activities are central to our business. Although we have experienced recent decreases in our research and development expenses as a result of the pipeline prioritization implemented in September 2024, we expect that our research and development expenses will increase in the future as we continue clinical development for our product candidates and continue to discover and develop additional product candidates. If any of our product candidates enter into later stages of clinical development, they will generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials.
Previous wording
We expect that our general and administrative expenses will increase for the foreseeable future contingent on additional funding as our organization and headcount needed in the future grow to support continued research and development activities and potential commercialization of our product candidates. These increases will likely include increased costs related to building a team to support our administrative, accounting and finance, communications, legal and business development efforts. In addition, we expect increased expenses associated with being a public company, including costs of additional personnel, accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements; director and officer insurance costs; and investor and public relations costs.
Current wording
Although we have experienced recent decreases in our general and administrative expenses as a result of the pipeline prioritization and related workforce reduction implemented in September 2024, we expect that our general and administrative expenses will increase in the future, contingent on additional funding as our organization and headcount needed in the future grow to support continued research and development activities and potential commercialization of our product candidates. These increases will likely include increased costs related to building a team to support our administrative, accounting and finance, communications, legal and business development efforts. In addition, we expect increased expenses associated with being a public company, including costs of additional personnel, accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements; director and officer insurance costs; and investor and public relations costs.
Previous wording
Research and development expenses were $17.0 million for the year ended December 31, 2024, compared to $16.8 million for the comparable prior year period. The increase was primarily due to increases in direct costs related to our clinical trials of $0.9 million, primarily related to our INB-100 and INB-400 programs, partially offset by a decrease in our INB-200 program and preclinical spend of $0.1 million. The increase was partially offset by a decrease of $0.8 million in personnel-related costs, primarily related to a decrease in bonuses of $1.0 million, partially offset by an increase in salaries and benefits of $0.2 million. Facility-related and other expenses decreased $0.1 million. As a result of our pipeline prioritization announced in September 2024, future clinical work on INB-400 has been suspended.
Current wording
Research and development expenses were $10.2 million for the year ended December 31, 2025, compared to $17.0 million for the prior year. The decrease was primarily due to a $4.4 million net decrease in direct costs related to our clinical trials, primarily related to our INB-200 and INB-400 programs, and a decrease of $2.4 million in personnel-related costs, primarily related to a decrease in salaries, stock-based compensation, benefits and payroll taxes, partially offset by an increase in discretionary bonuses.
Previous wording
General and administrative expenses were $12.6 million for the year ended December 31, 2024, compared to $13.5 million for the comparable prior year period. The decrease of $0.9 million was primarily due to decreases in insurance costs due to cost savings related to D&O insurance premiums, professional services, and salaries, partially offset by an increase in legal and consulting expenses.
Current wording
General and administrative expenses were $9.7 million for the year ended December 31, 2025, compared to $12.6 million for the prior year. The decrease of $2.9 million was primarily due to decreases in insurance costs related to D&O insurance premiums, professional services, and salaries, partially offset by an increase in discretionary bonuses, legal and consulting expenses.
Previous wording
Severance and related charges were $1.1 million for the year ended December 31, 2024, compared to zero for the comparable prior year period. The increase of $1.1 million was due to one-time costs related to the September 2024 workforce reduction, including stock-based compensation expense of $0.8 million resulting from acceleration in full of outstanding unvested stock options at the separation date for the impacted employees, and $0.3 million related to severance payments.
Current wording
Severance and related charges were $1.1 million for the year ended December 31, 2024. There were no such costs incurred during the year ended December 31, 2025. Severance and related charges for the year ended December 31, 2024 related to the workforce reduction and included stock-based compensation expense of $0.8 million resulting from acceleration in full of outstanding unvested stock options at the separation date for the impacted employees and $0.3 million related to severance payments.
Previous wording
Interest income was $0.2 million for the year ended December 31, 2024. We did not have interest income for the comparable period in the prior year. The increase was due to interest income earned from cash sweep accounts, which we opened during the first quarter of 2024.
Current wording
Interest income was $0.4 million for the year ended December 31, 2025, compared to $0.2 million for the prior year. The increase was due to additional interest income earned from cash sweep accounts.
Previous wording
We have funded our operations primarily through the sale of equity and equity-linked securities, including through our IPO, follow-on offering, our ATM program and the Private Placements. Through December 31, 2024, we have raised an aggregate of $132.1 million of gross proceeds from the sale of our securities.
Current wording
We have funded our operations primarily through the sale of equity and equity-linked securities, including through our IPO, follow-on offering, our ATM program and the Private Placements. Through December 31, 2025, we have raised an aggregate of $163.2 million of gross proceeds from the sale of our securities.
Previous wording
In November 2022, we filed a shelf registration statement on Form S-3 (File No. 333-268288), or the Shelf Registration Statement, with the SEC, which permits the offering, issuance and sale by us of up to a maximum aggregate offering price of $200 million of our securities, of which $50 million of common stock may be issued and sold pursuant to an ATM program. We entered into a Controlled Equity Offering SM sales agreement (the "Sales Agreement"), with Cantor Fitzgerald and Truist, under which Cantor Fitzgerald and Truist agreed to act as our sales agents to sell shares of our common stock, from time to time, through the ATM program. On March 8, 2024, the Company delivered a termination notice to Truist, removing them as a sales agent under the ATM program. Such termination became effective on March 14, 2024. During the year ended December 31, 2024, we sold an aggregate of 3,479,623 shares of common stock under the ATM program, resulting in net proceeds of approximately $3.8 million, after deducting underwriting discounts. As of March 10, 2025 $11.0 million remained available for the sale of our common stock under the ATM program.
Current wording
In November 2022, we filed a shelf registration statement on Form S-3 (File No. 333-268288) (the "2022 Shelf Registration Statement") with the SEC, which permitted the offering, issuance and sale by us of up to a maximum aggregate offering price of $200 million of our securities, of which $50 million of common stock may be issued and sold pursuant to an ATM program. We entered into a Controlled Equity Offering SM sales agreement (the "Sales Agreement"), with Cantor Fitzgerald and Truist, under which Cantor Fitzgerald and Truist agreed to act as our sales agents to sell shares of our common stock, from time to time, through the ATM program. On March 8, 2024, we delivered a termination notice to Truist, removing them as a sales agent under the ATM program which became effective on March 14, 2024. During the year ended December 31, 2025, we sold an aggregate of 1,865,253 shares of common stock under the ATM program, resulting in net proceeds of approximately $8.6 million, after deducting underwriting discounts. As of March 9, 2026, $5.9 million remained available for the sale of our common stock under the ATM program.
Previous wording
As of the date of this Form 10-K, our public float was less than $75 million. As a result, we are subject to the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75 million, which means we only have the capacity to sell shares up to one-third of our public float under shelf registration statements in any twelve-month period. We will remain constrained by the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75 million, at which time the number of securities we may sell under a Form S-3 registration statement will no longer be limited by limitations of General Instruction I.B.6 to Form S-3.
Current wording
As of the date of this Form 10-K, our public float was less than $75 million. As a result, we are subject to the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75 million, which means we only have the capacity to sell shares up to one-third of our public float under shelf registration statements in any 12-month period. We will remain constrained by the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75 million, at which time the number of securities we may sell under a Form S-3 registration statement will no longer be limited by limitations of General Instruction I.B.6 to Form S-3.
Previous wording
addressing any potential interruptions, delays and/or cost increases resulting from public health crises, increased interest rates and geopolitical tensions, such as the Israel-Hamas war and the Russia-Ukraine war;
Current wording
addressing any potential interruptions, delays and/or cost increases resulting from public health crises, increased interest rates and geopolitical tensions, such as wars and terrorism;
Previous wording
Additionally, inflationary factors, such as increases in the cost of our clinical trial materials and supplies, interest rates and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, consequences associated with geopolitical tensions such as the Israel-Hamas war and the Russia-Ukraine war, any future tariffs enacted by the U.S. government and employee availability and wage increases, which may result in additional stress on our working capital resources.
Current wording
Additionally, inflationary factors, such as increases in the cost of our clinical trial materials and supplies, interest rates, tariffs and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, consequences associated with geopolitical tensions existing and any future tariffs enacted by the U.S. government and employee availability and wage increases, which may result in additional stress on our working capital resources.
Previous wording
If we raise funds through strategic collaboration, licensing or other arrangements, we may relinquish significant rights or grant licenses on terms that are not favorable to us. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions, increases in inflation expectations and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from uncertain economic conditions including inflation expectations and interest rates, uncertainties arising as a result of the change in U.S. federal administration, bank failures, public health crises such as the COVID-19 pandemic, any potential for avian influenza or similar outbreak and other geopolitical tensions, such as the Israel-Hamas war and the Russia-Ukraine war. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or explore other strategic options for our product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.
Current wording
If we raise funds through strategic collaboration, licensing or other arrangements, we may relinquish significant rights or grant licenses on terms that are not favorable to us. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions, including as a result of increases in inflation and interest rates, disruptions to, and volatility in, the credit and financial markets in the United States, tariffs and trade wars, and other geopolitical tensions, such as wars and terrorism and future U.S. government shutdowns. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or explore other strategic options for our product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.
Previous wording
Our material cash requirements as of December 31, 2024 included operating lease commitments, including the lease of our current headquarters office in New York, New York, laboratory and office space in Birmingham, Alabama and a manufacturing service agreement with a third party to engage in research of cell therapy products. As of December 31, 2024, we had fixed lease payment obligations of $6.1 million, with $2.2 million payable within 12 months. See Note 14, Equipment and Facility Leases, for additional information.
Current wording
Our material cash requirements as of December 31, 2025 included operating lease commitments, including the lease of our current headquarters office in New York, New York, laboratory and office space in Birmingham, Alabama and a manufacturing service agreement with a third party to engage in research of cell therapy products. As of December 31, 2025, we had fixed lease payment obligations of $3.3 million, with $1.5 million payable within 12 months. See Note 13, Equipment and Facility Leases, for additional information.
Previous wording
Cash used in operating activities was $23.3 million during the year ended December 31, 2023, primarily due to our net loss of $30.0 million, partially offset by our non-cash charges of $6.7 million. Increases in our non-cash charges consisted primarily of $4.4 million in stock-based compensation due to increased employee headcount resulting from growth in our business, $1.5 million in amortization of operating and financing leases, and $1.0 million in depreciation expense. The non-cash charges were offset by a decrease of $0.2 million in changes in operating assets and liabilities.
Current wording
Cash used in operating activities was $12.7 million during the year ended December 31, 2025, primarily due to our net loss of $19.4 million, partially offset by our non-cash charges of $5.7 million. Non-cash charges consisted primarily of $3.2 million in stock-based compensation for the year, $1.5 million in amortization of operating and financing leases, and $1.0 million in depreciation expense.
Previous wording
Cash used in operating activities was $24.1 million during the year ended December 31, 2024, primarily due to our net loss of $30.4 million, partially offset by our non-cash charges of $7.7 million. Increases in our non-cash charges consisted primarily of $5.0 million in stock-based compensation due to increased employee headcount resulting from growth in our business, $1.7 million in amortization of operating and financing leases, and $1.0 million in depreciation expense. The non-cash charges were offset by a decrease of $1.4 million in changes in operating assets and liabilities.
Current wording
Cash used in operating activities was $24.1 million during the year ended December 31, 2024, primarily due to our net loss of $30.4 million, partially offset by our non-cash charges of $7.7 million. Non-cash charges consisted primarily of $5.0 million in stock-based compensation due to increased employee headcount resulting from growth in our business, $1.7 million in amortization of operating and financing leases, and $1.0 million in depreciation expense. The non-cash charges were offset by a decrease of $1.4 million in changes in operating assets and liabilities.
Previous wording
Cash provided by financing activities was $27.0 million during the year ended December 31, 2023, primarily due to $14.4 million in proceeds received from our ATM program and $13.5 million in proceeds received from the 2023 Private Placement, offset by $0.8 million in principal payments of finance leases.
Current wording
Cash provided by financing activities was $28.6 million during the year ended December 31, 2025, primarily due to $18.5 million in net proceeds received from the 2025 Private Placement, $8.6 million in net proceeds received from our ATM program, and $2.3 million in proceeds received from the exercise of warrants, partially offset by $0.7 million in principal payments on finance leases.
Previous wording
Cash provided by financing activities was $14.2 million during the year ended December 31, 2024, primarily due to $11.2 million in net proceeds received from the 2024 Private Placement and $3.8 million in net proceeds received from our ATM program, offset by $0.8 million in principal payments of finance leases.
Current wording
Cash provided by financing activities was $14.2 million during the year ended December 31, 2024, primarily due to $11.2 million in proceeds received from the 2024 Private Placement and $3.8 million in proceeds received from our ATM program, partially offset by $0.8 million in principal payments of finance leases.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
On January 20, 2026, we filed a registration statement on Form S-3 to register for resale the 2025 Shares and the common stock underlying the 2025 Pre-Funded Warrants, which became effective on January 28, 2026.
Current report — wording carried from elsewhere
We continue to maintain cash preservation measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility given the ongoing market environment for biotechnology stocks. These cash preservation measures may impact our ability and the timing to execute our strategy, including our ability to achieve the anticipated milestones and the timing of regulatory filings for our preclinical and clinical programs. To continue to fund our operations, management has developed plans, which primarily consist of the pipeline prioritization, raising additional capital through some combination of equity and/or debt offerings, including through our ATM program, and identifying strategic collaborations, licensing or other arrangements to support development of our product candidates.
Current report — wording carried from elsewhere
As of December 31, 2025, we had cash of $27.1 million which is only expected to fund our projected operating expenses and capital expenditure requirements through April 2027. We continue to deploy cash preservation measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility given the ongoing market environment for biotechnology stocks. These cash preservation measures may impact our ability and the timing to execute our strategy, including our ability to achieve the anticipated milestones and the timing of regulatory filings for our preclinical and clinical programs. To continue to fund our operations, management has developed plans, which primarily consist of the pipeline prioritization, raising additional capital through some combination of equity and/or debt offerings, including through our ATM program, and identifying strategic collaborations, licensing or other arrangements to support development of our product candidates. We may also be eligible to receive up to approximately $20.1 million in additional gross proceeds in exchange for up to 14,579,706 shares of common stock (or, for certain investors, pre-funded warrants in lieu of common stock), subject to the achievement of certain milestone-driven conditions related to preclinical data for our CD-19 targeting INB-619 product candidate. There is no assurance, however, that we will receive any additional proceeds from these warrants or that any additional financing or any revenue-generating collaboration will be available, when needed. See Note 7, Warrants, for additional information. If we are unable to raise capital when needed or on acceptable terms, we could be forced to delay, reduce, or explore other strategic options for our research and development programs or other opportunities, or even terminate our operations.
Current report — wording carried from elsewhere
In November 2025, we filed a shelf registration statement on Form S-3 (File No. 333-291393) ("2025 Shelf Registration Statement") with the SEC, which would permit the offering, issuance and sale by us of up to a maximum aggregate offering price of $200 million of our securities and which has not yet been declared effective, to replace the expiring 2022 Shelf Registration Statement. The 2022 Shelf Registration Statement will remain in effect until the earlier of May 20, 2026 and the effective date of the 2025 Shelf Registration Statement.
Current report — wording carried from elsewhere
Cash used in investing activities was nil during the year ended December 31, 2025.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
As of March 10, 2025, we may receive up to an aggregate of $13.5 million of gross proceeds from the exercise of the Series A and Series C warrants, assuming the exercise in full of all of the warrants for cash. Further, if not otherwise redeemed by us, we may also receive aggregate proceeds of up to $17.7 million from the exercise of our outstanding Series B warrants. There is no assurance, however, that we will receive any additional proceeds from these warrants or that any additional financing or any revenue-generating collaboration will be available, when needed. See Note 8, Warrants, for additional information.
Previous report — wording carried elsewhere
Cash used in investing activities was $0.6 million during the year ended December 31, 2023, primarily due to purchases of property and equipment and construction in progress activity in relation to leasehold improvements to the leased space located in Alabama.