0001104659-24-019876.txt : 20240213 0001104659-24-019876.hdr.sgml : 20240213 20240213160654 ACCESSION NUMBER: 0001104659-24-019876 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240213 DATE AS OF CHANGE: 20240213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IO Biotech, Inc. CENTRAL INDEX KEY: 0001865494 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 870909276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93023 FILM NUMBER: 24625813 BUSINESS ADDRESS: STREET 1: OLE MAALOES VEH 3 CITY: COPENHAGEN STATE: G7 ZIP: 2200 BUSINESS PHONE: 4570702980 MAIL ADDRESS: STREET 1: OLE MAALOES VEH 3 CITY: COPENHAGEN STATE: G7 ZIP: 2200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBM Healthcare Investments (Cayman) Ltd. CENTRAL INDEX KEY: 0001232258 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GOVERNORS SQUARE, 23 LIME TREE BAY AVE., STREET 2: PO BOX 30852 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1204 BUSINESS PHONE: 345-946-8002 MAIL ADDRESS: STREET 1: GOVERNORS SQUARE, 23 LIME TREE BAY AVE., STREET 2: PO BOX 30852 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1204 FORMER COMPANY: FORMER CONFORMED NAME: HBM BIOVENTURES CAYMAN LTD DATE OF NAME CHANGE: 20030512 SC 13G/A 1 tm245871d2_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

IO Biotech, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

449778109

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Name of Reporting Persons: HBM Healthcare Investments (Cayman) Ltd.
2.	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of Organization: Cayman Islands, British West Indies

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power: 3,944,492

	6.	Shared Voting Power: 0

	7.	Sole Dispositive Power: 3,944,492

	8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,944,492

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9): 6.0% (1)

	12.	Type of Reporting Person (See Instructions): CO

(1) Based on 65,880,914 shares of the Issuer’s Common Stock outstanding as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2023.

Item 1.	(a).	Name of Issuer: IO Biotech, Inc.
	(b).	Address of Issuer’s Principal Executive Offices: Ole Maaløes Vej 3 DK-2200 Copenhagen N Denmark

Item 2(a).		Name of Person Filing: HBM Healthcare Investments (Cayman) Ltd.
Item 2(b).		Address of Principal Business Office: Governors Square 23 Lime Tree Bay Avenue PO Box 30852 Grand Cayman, Cayman Islands
Item 2(c).		Citizenship: Cayman Islands, British West Indies

Item 2(d).

Title of Class of Securities:
Common Stock, $0.001 par value

Item 2(e).		CUSIP Number: 449778109

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
		Not Applicable.
Item 4.		Ownership.

(a)

Amount beneficially owned:

3,944,492 ⁽¹⁾

(b)

Percent of class:

6.0% ⁽²⁾

(c)

Number of shares as to which the Reporting Person has:

	(i)	Sole power to vote or to direct the vote: 3,944,492 ⁽¹⁾
	(ii)	Shared power to vote or to direct the vote: 0
	(iii)	Sole power to dispose or to direct the disposition of: 3,944,492 ⁽¹⁾
	(iv)	Shared power to dispose or to direct the disposition of: 0

Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable.
Item 9.	Notice of Dissolution of Group.
	Not Applicable.
Item 10.	Certification.
	Not Applicable.
	(1) Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. (the “Board”). The Board consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D. and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares. (2) Based on 65,880,914 shares of the Issuer’s Common Stock outstanding as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2023.

SIGNATURES

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.

Dated: February 13, 2024

	HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.

	By:	/s/ Jean-Marc LeSieur
	Name:	Jean-Marc LeSieur
	Title:	Managing Director

SIGNATURE PAGE TO SCHEDULE 13G AMENDMENT NO. 3 (IO BIOTECH, INC.)