Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Fletcher Aaron G.L. 2. Issuer Name and Ticker or Trading Symbol IN8BIO, INC. [[INAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2025 (Street) FORT WORTH, TX 76107 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 601,980 I By Bios Fund III, NT, LP(2)(3)(4)(6) Common Stock 3,727,597 I By Bios Fund III QP, LP(2)(3)(4)(6) Common Stock 570,724 I By Bios Fund III, LP(2)(3)(4)(6) Common Stock 574,432 I By Bios Fund II, LP(2)(3)(4)(6) Common Stock 1,876,624 I By Bios Fund II QP, LP(2)(3)(4)(6) Common Stock 251,211 I By Bios Fund II NT, LP(2)(3)(4)(6) Common Stock 997,433 I By BIOS Incysus Co-Invest I, LP(2)(3)(4)(6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Pre-Funded Warrants

$0.0001

05/02/2025

P

1,148,482

(1)

(1)

Common Stock

1,148,482

(1)

2,431,763

I

By Bios Clinical Opportunity Fund, LP(5)(6)

Series A Warrant

$0.45

05/02/2025

J(1)

574,241

12/13/2023

10/04/2025

Common Stock

574,241

(1)

0

I

By Bios Clinical Opportunity Fund, LP(5)(6)

Series B Warrant

$1.5

05/02/2025

J(1)

574,241

12/13/2023

12/13/2028

Common Stock

574,241

(1)

0

I

By Bios Clinical Opportunity Fund, LP(5)(6)

Series C Warrant

$0.27

10/04/2024

10/04/2027

Common Stock

709,040

709,040

I

By Bios Clinical Opportunity Fund, LP(5)(6)

Stock Option

$1.0685

(8)

03/11/2029

Common Stock

12,775

12,775

I

See footnotes(2)(3)(4)(6)(7)

Stock Option

$10

(8)

07/29/2031

Common Stock

10,500

10,500

I

See footnotes(2)(3)(4)(6)(7)

Stock Option

$2.24

(8)

06/01/2032

Common Stock

13,500

13,500

I

See footnotes(2)(3)(4)(6)(7)

Stock Option

$2.12

(8)

06/15/2033

Common Stock

85,000

85,000

I

See footnotes(2)(3)(4)(6)(7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fletcher Aaron G.L. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund II QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Fund II NT, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Incysus Co-Invest I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
Bios Clinical Opportunity Fund, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
Bios Equity COF, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Capital Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X
BIOS Advisors GP, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107		X

Signatures

Aaron G.L. Fletcher By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
BIOS Incysus Co-Invest I, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
Bios Clinical Opportunity Fund, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
Bios Equity COF, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date
Bios Advisors GP, LLC By: /s/ Daniel Schwarz, as attorney-in-fact		05/07/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to a Warrant Exchange Agreement (the "Warrant Exchange Agreement"), dated as of April 26, 2025, between In8bio, Inc. (the "Issuer") and Bios Clinical Opportunity Fund, LP ("Bios COF"), Bios COF purchased from the Issuer in a private placement 1,148,482 pre-funded warrants (the "Pre-Funded Warrants") to purchase one share of Common Stock in exchange for the surrender by Bios COF for cancellation of (i) 574,241 Series A Warrants to purchase one share of Common Stock, (ii) 574,241 Series B Warrants to purchase one share of Common Stock and (iii) payment to the Issuer of $204,774.34 in cash. The closing of the transactions contemplated by the Warrant Exchange Agreement occurred on May 2, 2025 . The Pre-Funded Warrants have an exercise price of $0.0001 per share, will be exercisable immediately and will be exercisable until the Pre-Funded Warrant is exercised in full.
(2)	Bios Equity Partners, LP ("Bios Equity I") is the general partner of BP Directors, LP ("Bios Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and BIOS Incysus Co-Invest I, LP ("BIOS Incysus"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners of Bios Equity II and Bios Equity III.
(3)	Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr. Mr. Fletcher, Bios Management, Bios Advisors, Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by Bios Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, BIOS Incysus, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities").
(4)	Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors, Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Fletcher, Bios Management, Bios Advisors, Mr. Kreis, Cavu Management and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.
(5)	Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios COF. Bios Management is the general partner of Bios Equity COF. Bios Advisors is the general partner of Bios Management. Bios Management and are entities managed and controlled by Mr. Fletcher. Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios COF. Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors and Bios Equity COF, Mr. Fletcher, Bios Management and Bios Advisors may be deemed to beneficially own the securities held directly by Bios COF.
(6)	For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
(7)	Consists of options granted in consideration for Travis Whitfill's services as director of the Issuer while affiliated with the reporting persons. Mr. Whitfill has agreed that he will hold any equity based awards granted to Mr. Whitfill in connection with his services as a director of the Issuer while affiliated with the reporting persons merely as a nominee for Bios Directors. Mr. Whitfill is not currently an affiliate of any of the reporting persons.
(8)	All of the shares subject to the reported options have fully vested.
Remarks: This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The other Form 4 relating to the same event is being filed by Mr. Kreis as the designated filer. As the result of the transactions reported herein, together with other transactions by the Issuer, the reporting persons are no longer subject to Section 16 as of May 2, 2025.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.