SC 13D/A

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power:

5,823,584 (1)

Shared Voting Power:

0

Sole Dispositive Power:

5,823,584 (1)

Shared Dispositive Power:

0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

IO Biotech, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

449778109

(CUSIP Number)

Barbara Fiorini Due

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 13, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	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 (the “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).

CUSIP No.: 449778109


1.		Name of Reporting Person: Novo Holdings A/S
2.		Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐
3.		SEC Use Only:
4.		Source of Funds: WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization: Denmark

(1)	Represents (i) 3,354,449 shares of Common Stock and (ii) currently exercisable warrants to acquire 2,469,135 shares of common stock at an exercise price of $2.47 per share.

(2)

Based upon (i) 65,880,914 shares of the Issuer’s Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2024 plus (ii) 2,469,135 shares of Common Stock issuable upon the exercise of the warrants held by Novo Holdings A/S.

This amendment (“Amendment No. 6”) amends the Schedule 13D originally filed with the SEC on November 10, 2021, as subsequently amended by Amendment No. 1 filed on May 26, 2022, Amendment No. 2 filed on September 30, 2022, Amendment No. 3 filed on August 11, 2023, Amendment No. 4 filed on February 13, 2024, and Amendment No. 5 filed on May 14, 2024 (collectively, the “Schedule”), to report and reflect a reduction in the beneficial ownership of the Issuer’s Common Stock in connection with sales. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 amends and supplements Item 3 in the Schedule to reflect sales of the Issuer’s stock during the past 60 days, as follows:

On September 11, 2024, Novo Holdings A/S sold 250,000 shares at $0.8313 per share, with prices ranging from $0.7911 to $0.876, in a block trade.

On September 12, 2024, Novo Holdings A/S sold 250,000 shares at $0.7744 per share, with prices ranging from $0.752 to $0.83, in a block trade.

On September 13, 2024, Novo Holdings A/S sold 250,000 shares at $0.7513 per share, with prices ranging from $0.7327 to $0.779, in a block trade.

On September 16, 2024, Novo Holdings A/S sold 250,000 shares at $0.7867 per share, with prices ranging from $0.7535 to $0.8875, in a block trade.

Item 5.

Interest in Securities of the Issuer

Item 5 is amended and replaced in its entirety as follows:

(a)

Novo Holdings A/S beneficially owns 5,823,584 shares of Common Stock (the “Novo Shares”) representing approximately 8.5% of the Issuer’s outstanding shares of Common Stock, based upon (i) 65,880,914 shares of the Issuer’s Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 13, 2024 plus (ii) 2,469,135 shares of Common Stock issuable upon the exercise of the warrants held by Novo Holdings A/S.

(b)

Novo Holdings A/S is a Danish corporation wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S has the sole power to vote and dispose of the Novo Shares. Neither the Foundation nor any person listed on the updated Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares.

(c)

Except as described herein, Novo Holdings A/S has not effected any transactions in the Issuer’s Common Shares within the past 60 days and neither the Foundation nor any person listed on the updated Schedule I has effected any transactions in the Issuer’s Common Shares within the past 60 days.

(d)

Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Novo Shares.

(e)

Not applicable.

SIGNATURE

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.