8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2022

IO BIOTECH, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-41008	87-0909276
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Ole Maaløes Vej 3

DK-2200 Copenhagen N

Denmark

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +45 7070 2980

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	IOBT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2022, the Board of Directors of IO Biotech, Inc. (the “Company”) appointed David V. Smith as a director of the Company, effective as of March 1, 2022. The Board also appointed Mr. Smith to serve on the Company’s Audit Committee. A copy of the press release announcing the appointment of Mr. Smith is attached as Exhibit 99.1 to this report.

There are no arrangements or understandings between Mr. Smith and any other person pursuant to which Mr. Smith was selected as a director. There are no transactions involving Mr. Smith that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment as a director of the Company, Mr. Smith will be eligible for compensation in accordance with the Company’s Non-Employee Directors’ Compensation Policy (the “Policy”). Under the Policy, Mr. Smith will receive an annual retainer of $40,000 for his service as a director and will receive an annual committee member fee of $7,500 for his service on the Audit Committee.

In addition, on March 1, 2022, Mr. Smith received a grant of 28,019 stock options. The stock options will vest monthly over three years, subject to Mr. Smith’s continuous service on each applicable vesting date. All stock options are to be settled in shares of the Company’s common stock. Like other eligible directors, Mr. Smith will be eligible to receive subsequent stock option awards if he is continuing his service on the Company’s board of directors following each annual meeting of stockholders. In accordance with the Policy, the value of such subsequent awards of stock option grants shall be $75,000 as of the grant date and will vest upon the one-year anniversary of the grant date, subject to Mr. Smith’s continuous service until such date. Notwithstanding the vesting schedules described above, if Mr. Smith remains in continuous service until a change of control of the Company, he will become fully vested in all of his then-outstanding equity awards.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of the Company dated March 3, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IO BIOTECH, INC.
Date: March 3, 2022	By:	/s/ Mai-Britt Zocca
	Name:	Mai-Britt Zocca, Ph.D.
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

IO Biotech Announces Appointment of David V. Smith to its Board of Directors

New York, New York – March 3, 2022: IO Biotech (Nasdaq: IOBT), a clinical-stage biopharmaceutical company developing novel, immune-modulating cancer therapies based on its T-win^® technology platform, announced the appointment of David V. Smith, MBA to its Board of Directors. Mr. Smith, a veteran biotech executive with over 30 years of experience in executive and financial leadership, will serve on the Audit Committee of the Board.

“David is a welcome addition to the IO Biotech Board, bringing substantial experience in guiding multiple biotech companies through all stages of development as well as deep expertise in finance and corporate governance,” said Mai-Britt Zocca, Ph.D., CEO and founder of IO Biotech. “We are fortunate to have someone of David’s caliber join us as we pursue our passion to serve cancer patients.”

“I am delighted to join the Board at this exciting time in IO Biotech’s evolution,” said Mr. Smith. “With compelling data, a promising late-stage pipeline of immune-modulating cancer therapies based on its T-win^® platform, and a solid balance sheet, the Company is well positioned to execute on its mission and advance its programs towards data readouts.”

Mr. Smith most recently served as Executive Vice President and Chief Financial Officer at Five Prime Therapeutics, a publicly traded company focused on discovering and developing novel immuno-oncology protein therapeutics, acquired by Amgen in April 2021. Previously, Mr. Smith served as Chief Operating Officer of IntegenX and Chief Financial Officer of Thoratec, Chiron and Anergen, Inc. He has also held finance positions with Genentech, Inc., Syntex, and IBM. Mr. Smith is currently the Chair of the Audit and Strategy Committees of Codexis, Inc., the Chair of the Audit Committee of Neurelis, Inc., and a Director of Acepodia, Inc. Previously, he served as chair of the Audit Committee and a Director of OncoGenex Pharmaceuticals, Inc., and of Perlegen Sciences, Inc. Mr. Smith holds a BA in economics and history from Willamette University and an MBA in finance from Golden Gate University.

About IO Biotech

IO Biotech is a clinical-stage biopharmaceutical company developing novel, immune-modulating cancer therapies based on its T-win^® technology platform. The T-win^® platform is a novel approach to cancer immunotherapy designed to activate naturally occurring T cells to target immunosuppressive mechanisms. IO Biotech is advancing in clinical studies its lead immuno-oncology candidate, IO102-IO103, targeting IDO and PD-L1, and through clinical and preclinical development its other pipeline candidates. IO Biotech is headquartered in Copenhagen, Denmark and has additional offices within the United States (New York, New York and Rockville, Maryland) and United Kingdom (Monmouthshire).

IO Biotech ApS Ole Maaløes Vej 3 2200 Copenhagen N, Denmark www.iobiotech.com Page 1 of 2

For further information, please visit www.iobiotech.com

Forward-Looking Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, including regarding future clinical trials, are based on IO Biotech’s current assumptions and expectations of future events and trends, which affect or may affect its business, strategy, operations or financial performance, and actual results and other events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. Except to the extent required by law, IO Biotech undertakes no obligation to update these statements, whether as a result of any new information, future developments or otherwise.

Company Contact:

Mai-Britt Zocca, Ph.D.

CEO and founder of IO Biotech    

mz@iobiotech.com

Keith Vendola, M.D.

CFO

IO Biotech, Inc.

kv@iobiotech.com

Investor Inquiries:

Corey Davis, Ph.D.

LifeSci Advisors

212-915-2577

cdavis@lifesciadvisors.com

IO Biotech ApS Ole Maaløes Vej 3 2200 Copenhagen N, Denmark www.iobiotech.com Page 2 of 2

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Document and Entity Information	Feb. 28, 2022
Cover [Abstract]
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Entity Central Index Key	0001865494
Document Type	8-K
Document Period End Date	Feb. 28, 2022
Entity Registrant Name	IO BIOTECH, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-41008
Entity Tax Identification Number	87-0909276
Entity Address, Address Line One	Ole Maaløes Vej 3
Entity Address, Postal Zip Code	DK-2200
Entity Address, City or Town	Copenhagen N
Entity Address, Country	DK
City Area Code	+45
Local Phone Number	7070 2980
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	IOBT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false