Subject to Completion, dated August 9, 2022
PRELIMINARY PROSPECTUS
4,166,666 Shares of Common Stock
Pre-Funded Warrants to Purchase Shares of Common Stock
We are
offering 4,166,666 shares of our common stock at an assumed public offering price of $2.40 per share, which was the last reported sale price per share of our common stock on the Nasdaq Global Market on August 5, 2022. We are also offering to those
purchasers, if any, whose purchase of common stock in this offering would otherwise result in such purchasers, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,
9.99%) of our outstanding common stock immediately following this offering, the opportunity to purchase, if such purchaser chooses, pre-funded warrants in lieu of shares of our common stock.
The purchase price of each pre-funded warrant equals the public offering price per share of common stock, minus $0.0001, and the exercise price
of each pre-funded warrant equals $0.0001 per share. The pre-funded warrants are exercisable at any time during their 20-year term, provided that each pre-funded warrant holder will be prohibited from exercising such pre-funded warrants into shares
of our common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% (or, at the election of such purchaser, 9.99%) of the total number of shares of our common stock then issued and outstanding,
which percentage may change at the holders election to any other number less than or equal to 9.99% upon notice to us provided that any increase in the percentage shall not be effective until 61 days following notice to us. For each pre-funded
warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of such pre-funded warrants.
Our common stock is listed on the Nasdaq Global Market under the symbol INAB. On August 8, 2022, the last reported sales price of
our common stock on the Nasdaq Global Market was $2.27 per share. There is no established public market for the pre-funded warrants, and we do not intend to list the pre-funded warrants on the Nasdaq Global Market, any other national securities
exchange or any other nationally recognized trading system.
We are an emerging growth company and a smaller
reporting company as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect
to comply with reduced public company reporting requirements in future filings. See Prospectus Summary-Implications of Being an Emerging Growth Company and a Smaller Reporting Company.
Investing in our common stock involves risks. Before deciding whether to invest in our securities, you should consider carefully the risks
that we have described on page 11 of this prospectus under the caption Risk Factors and under similar headings in other documents incorporated by reference into this prospectus.
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Per share |
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Per Pre-Funded Warrant |
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Total |
Public offering price |
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$ |
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$ |
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$ |
Underwriting discounts and
commissions(1) |
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$ |
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$ |
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$ |
Proceeds to us, before expenses |
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$ |
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$ |
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$ |
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(1) |
We have agreed to reimburse the underwriters for certain expenses. See Underwriting on page 27 for
additional information regarding underwriting compensation. |
Neither the Securities and Exchange Commission nor any
other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
We have granted the underwriters an option to purchase up to additional shares of common stock on the same terms and
conditions as set forth above.
Certain of our affiliated stockholders, including certain of our directors and officers
and entities affiliated with certain of our directors, have indicated an interest in purchasing an aggregate of up to approximately $5.0 million in shares of our common stock in this offering at the public offering price. However, because
indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no shares in this offering to any or all of these stockholders, or any or all of these stockholders may determine to
purchase more, fewer or no shares in this offering. The underwriters will receive the same underwriting discount on any shares purchased by these stockholders as they will on any other shares sold to the public in this offering.
The underwriters expect to deliver the shares of our common stock and pre-funded warrant to purchasers on or
about , 2022.
H.C.
Wainwright & Co.
, 2022