Sec Form 13D Filing - Novo Holdings A/S filing for IO Biotech Inc. (IOBT) - 2023-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

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)

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)

August 9, 2023

(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 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

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This amendment (“Amendment No. 3”) 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 and Amendment No. 2 filed on September 30, 2022 (collectively, the “Schedule”), and relates to the Common Stock. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule.

Item 2 is amended and replaced in its entirety as follows:

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on the updated Schedule I to this Amendment No. 3.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on the updated Schedule I to this Schedule 13D.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

Item 3 amends and supplements Item 3 in the Schedule as follows:

On August 7, 2023, Novo Holdings A/S, among other parties, entered into a Securities Purchase Agreement with the Issuer. Pursuant to the Securities Purchase Agreement, Novo Holdings A/S purchased 2,469,135 shares of the Common Stock (“Shares”) and currently exercisable warrants to purchase 2,469,135 shares of Common Stock with an exercise price of $2.47 per Share (“Warrants”), for a combined unit price of $2.025 , and total consideration of approximately $4,999,999. At the closing of the transaction on August 9, 2023, the Issuer sold and issued, in a private placement, the Shares and Warrants to Novo Holdings A/S. The foregoing description is qualified in its entirety by the Securities Purchase Agreement incorporated by reference in this filing.

Novo Holdings A/S purchased the Shares and Warrants set forth in this Schedule 13D using funds from working capital.

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Item 4 of the Schedule 13D is supplemented as follows:

The information set forth in Item 3 and Item 6 of this Schedule 13D is incorporated by reference to this Item 4.

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

Item 6 is amended and supplemented as follows:

On August 7, 2023, the Issuer and certain other purchasers including Novo Holdings A/S entered into a Securities Purchase Agreement pursuant to which the Issuer agreed to sell and issue (i) 37,065,647 of the Common Stock and (ii) warrants to purchase 37,065,647 Shares of the Common Stock in a private placement transaction. Pursuant to the Securities Purchase Agreement, Novo Holdings A/S purchased the Shares and Warrants as described in Item 3 of this Amendment No. 3.

On August 7, 2023, the Issuer also entered into a registration rights agreement (the “Registration Rights Agreement”) with Novo and the other purchasers under the Securities Purchase Agreement (“Holders”). Under the Registration Rights Agreement, the Issuer is required to file an initial registration statement (the “Registration Statement”) covering the resale of the Common Stock and the shares of Common Stock issuable upon conversion of the Warrants issued under the Securities Purchase Agreement as soon as reasonably practicable, but in no event later than 30 days after the closing of the transaction (the “Filing Deadline”) and to cause the Registration Statement to become effective within a specified period after the Filing Deadline. The Issuer is required to use its reasonable best efforts to keep the Registration Statement continuously effective until the earlier of: the date that is five years following the initial effective date of the Registration Statement, the date on which the Holders have resold all covered shares and warrant shares, or the date the covered shares and warrant shares held by or issuable to such Holder may be sold under Rule 144 without being subject to any volume, manner of sale or publicly available information requirements. Certain liquidated damages will apply to the Issuer in the event of registration failures, as described in the Registration Rights Agreement. All registration expenses incurred shall be borne by the Issuer. The foregoing description is qualified in its entirety by the Registration Rights Agreement incorporated by reference in this filing.

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Pursuant to the Form of Warrant, the Warrants are currently exercisable, with an exercise price of $2.47 per share, subject to adjustment, and expire on February 9, 2027. The Form of Warrant permits cashless exercises in certain circumstances and contains certain anti-dilution adjustments and an obligation of the Issuer, at the election of the holder in the event of a Fundamental Transaction (as defined), to purchase the warrants from the holder. The foregoing description is qualified in its entirety by the Form of Warrant incorporated by reference in this filing.

Exhibit A – Securities Purchase Agreement, dated August 7, 2023, by and among IO Biotech, Inc. and the Purchasers (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on August 7, 2023).

Exhibit B – Registration Rights Agreement, dated August 7, 2023, by and among IO Biotech, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed with the SEC on August 7, 2023).

Exhibit C - Form of Warrant (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on August 7, 2023).

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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.

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

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