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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
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X0202 SCHEDULE 13D/A 0001682638-26-000002 0001682638 XXXXXXXX LIVE 1 Common Stock, $0.0001 par value per share 05/27/2026 false 0001740279 45674E208 IN8BIO, INC. EMPIRE STATE BUILDING 350 5TH AVENUE, SUITE 5330 NEW YORK NY 10118 Emily Fairbairn 925-284-7777 10 Orinda View Road Orinda CA 94563 0001682638 N EMILY FAIRBAIRN PF N X1 12849.00 202582.00 12849.00 202582.00 215431.00 N 2.2 IN Y Malcom Fairbairn PF N X1 3044.00 202582.00 3044.00 202582.00 205626.00 N 2.1 IN Y Malcom and Emily Fairbairn 2010 CRUT PF N CA 0.00 202582.00 0.00 202582.00 202582.00 N 2.1 OO Common Stock, $0.0001 par value per share IN8BIO, INC. EMPIRE STATE BUILDING 350 5TH AVENUE, SUITE 5330 NEW YORK NY 10118 This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed as an amendment to the statement on Schedule 13D relating to common stock, par value $0.0001 per share of IN8bio, Inc., a Delaware corporation, as filed with the Securities and Exchange Commission (the "SEC") on January 2, 2026 (the "Original Schedule 13D"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect. As of the date hereof, Ms. Fairbairn beneficially owns an aggregate of 215,431 shares of Common Stock, consisting of (a) Series C Warrants exercisable for up to 101,291 shares of Common Stock held directly by the CRUT, (b) Pre-Funded Warrants exercisable for up to 101,291 shares of Common Stock directly held by the CRUT, (c) 923 shares of Common Stock held by the Roth IRA, and (d) 11,926 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of May 27, 2026. Ms. Fairbairn is a trustee of the CRUT and shares voting and investment power over the securities held by the CRUT. As of the date hereof, Mr. Fairbairn beneficially owns an aggregate of 205,626 shares of Common Stock, consisting of (a) Series C Warrants exercisable for up to 101,291 shares of Common Stock held directly by the CRUT, (b) Pre-Funded Warrants exercisable for up to 101,291 shares of Common Stock directly held by the CRUT, and (c) 3,044 shares of Common Stock held by Valley High. Mr. Fairbairn is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High. Mr. Fairbairn is a trustee of the CRUT and shares voting and investment power over the securities held by the CRUT. Each of Ms. Fairbairn, Mr. Fairbairn and the CRUT may be deemed to beneficially own 2.2%, 2.1% and 2.1%, respectfully, of the Issuer's outstanding Common Stock, which percentages are calculated based upon 9,847,089 shares of Common Stock outstanding on May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Ms. Fairbairn has sole voting and dispositive power over 12,849 shares of the Issuer's Common Stock. Mr. Fairbairn has sole voting and dispositive power over 3,044 shares of the Issuer's Common Stock. The Reporting Persons share voting and dispositive power over 202,582 shares of the Issuer's Common Stock. Except as described herein, none of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days. On May 27, 2026, the CRUT transferred 724,637 shares of Common Stock to a 501(c)(3) charitable foundation for no consideration. No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on May 27, 2026 by virtue of the CRUT transferring 724,637 shares of Common Stock to a 501(c)(3) charitable foundation for no consideration. 99.1 Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D, filed with the SEC on January 2, 2026). EMILY FAIRBAIRN /s/ Emily Fairbairn Emily Fairbairn 05/29/2026 Malcom Fairbairn /s/ Malcom Fairbairn Malcom Fairbairn 05/29/2026 Malcom and Emily Fairbairn 2010 CRUT /s/ Malcom Fairbairn Malcom Fairbairn, Trustee 05/29/2026