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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(Print or Type Responses)

1. Name and Address of Reporting Person * Ho William Tai-Wei 2. Issuer Name and Ticker or Trading Symbol IN8BIO, INC. [INAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO (Last) (First) (Middle) C/O IN8BIO, INC., 350 5TH AVE. SUITE 5330 3. Date of Earliest Transaction (Month/Day/Year) 04/27/2025 (Street) NEW YORK, NY 10118 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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

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

Series B Warrants (right to buy)

$1.5

04/27/2025

D(1)

81,967

(2)

12/13/2028

Common Stock

81,967

(1)(3)

0

D

Series B Warrants (right to buy)

$0.45

04/27/2025

A(1)

81,967

(2)

12/13/2028

Common Stock

81,967

(1)

81,967

D

Series A Warrants (right to buy)

$0.45

05/01/2025

D(4)

81,967

(2)

10/04/2025

Common Stock

81,967

(5)

0

D

Pre-Funded Warrant (right to buy)

$0.0001

05/01/2025

A(4)

81,967

(2)

(6)

Common Stock

81,967

$0.1843

81,967

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ho William Tai-Wei C/O IN8BIO, INC. 350 5TH AVE. SUITE 5330 NEW YORK, NY 10118	X	X	PRESIDENT AND CEO

Signatures

/s/ Jason Minio, 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)	The reported transaction involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the "old" warrant and the grant of a "replacement" warrant. The warrant was originally granted on December 13, 2023 with an exercise price of $1.50 per share. The exercise price was reduced to $0.45 per share.
(2)	Fully vested and exercisable.
(3)	The reported securities are included within 81,967 units purchased by the Reporting Person on December 13, 2023 for $1.22 per Unit. Each Unit consists of one share of common stock, one Series A warrant and one Series B warrant, each warrant represents the right to purchase 81,967 shares of common stock.
(4)	Pursuant to an Exchange Letter Agreement, dated April 26, 2025 (the "Exchange Agreement"), by and between the Company and the Reporting Person, the Reporting Person surrendered to the Company for cancellation the Series A Warrants for a like number of Pre-Funded Warrants to purchase common stock, with a per share exercise price of $0.0001 per share.
(5)	The reported securities are included within 81,967 units purchased by the Reporting Person on December 13, 2023 for $1.22 per unit. Each unit consists of one share of common stock, one Series A warrant and one Series B warrant, each warrant represents the right to purchase 81,967 shares of common stock.
(6)	The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. The Pre-Funded Warrants are subject to certain exercise limitations.

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