Form SCHEDULE 13G/A IO Biotech, Inc. Filed by: HBM Healthcare Investments (Cayman) Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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IO Biotech, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
04/02/2026 (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) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
HBM Healthcare Investments (Cayman) Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,433,943.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
IO Biotech, Inc. | |
| (b) | Address of issuer's principal executive offices:
Ole Maaloes Vej 3, DK-2200 Copenhagen N, Denmark | |
| Item 2. | ||
| (a) | Name of person filing:
HBM Healthcare Investments (Cayman) Ltd. (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
Governors Square, 23 Lime Tree Bay Avenue, PO Box 30852, Grand Cayman, KY1-1204, Cayman Islands | |
| (c) | Citizenship:
Cayman Islands, British West Indies | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the date hereof, the Reporting Person may be deemed the beneficial owner of 2,433,943 shares of Common Stock. This amount includes 854,996 shares of Common Stock and 1,578,947 shares of Common Stock the Reporting Person has the right to acquire within sixty (60) days upon exercise of warrants, at an exercise price of $2.47 per share (the "Warrants"). The Warrants are subject to a 9.99% beneficial ownership limitation, pursuant to which the Reporting Person shall not have the right to exercise any portion of the Warrants to the extent that, after giving effect to such exercise, the Reporting Person would beneficially own in excess of 9.99% of the shares of Common Stock outstanding.
As of the date hereof, the Reporting Person may be deemed the beneficial owner of approximately 3.3% of the shares of Common Stock outstanding. The percentage set forth herein is calculated based on the sum of (i) 71,948,842 shares of Common Stock outstanding as of November 10, 2025, as reported in the Issuer's quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2025, and (ii) 1,578,947 shares of Common Stock issuable to the Reporting Person upon exercise of the Warrants held by the Reporting Person, which shares have been added to the total shares of Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. | |
| (b) | Percent of class:
3.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
2,433,943 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,433,943 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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