SecProbe.io

CORRESP
 1
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 CORRESP

 IN8bio, Inc.
 350 5th Avenue, Suite 5330
 New York, New York 10118 May 15,
2026 VIA EDGAR Division of Corporation
Finance Office of Technology United States Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549

 RE:
 IN8bio, Inc.
 Registration Statement on Form S-3
 File No. 333-291393
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Exchange Act of 1933, as amended, IN8bio, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 to become effective on May 19, 2026, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission. Once the Registration Statement has been declared effective, please orally confirm that
event with Jaime L. Chase at (202) 728-7096 or, in her absence, Trey Reilly of Cooley LLP, counsel to the
 Registrant, at (212) 479-6502.

 Very truly yours,

 IN8bio, Inc.

 By:

 /s/ Patrick McCall

 Name: Patrick McCall

 Title: Chief Financial Officer

 cc:
 William Ho, IN8bio, Inc.
 Jaime L. Chase, Cooley LLP Trey
Reilly, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 23, 2026

William Ho
President and Chief Executive Officer
IN8bio, Inc.
350 5th Avenue, Suite 5330
New York, NY 10118

 Re: IN8bio, Inc.
 Registration Statement on Form S-3
 Filed January 20, 2026
 File No. 333-292830
Dear William Ho:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jaime L. Chase, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 IN8bio, Inc.
 350 5th Avenue, Suite 5330
 New York, New York 10118 January 26,
2026 VIA EDGAR Division of Corporation
Finance Office of Technology United States Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549

 RE:
 IN8bio, Inc.
 Registration Statement on Form S-3
 File No. 333-292830
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Exchange Act of 1933, as amended, IN8bio, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 to become effective on January 28, 2026, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally
request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Jaime L. Chase and Trey Reilly of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
 Once the Registration Statement has been declared effective, please orally confirm that event with Jaime L. Chase at (202) 728-7096 or, in her absence, Trey Reilly of Cooley LLP, counsel to the Registrant, at (212) 479-6502.

 Very truly yours,

 IN8BIO, INC.

 By:

 /s/ Patrick McCall

 Name:

 Patrick McCall

 Title:

 Chief Financial Officer

 cc:
 William Ho, IN8bio, Inc.
 Jaime L. Chase, Cooley LLP Trey
Reilly, Cooley LLP

CORRESP
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CORRESP

 IN8BIO, Inc.

350 5th Avenue, Suite 5330

New York, New York 10118

 November 8, 2024

 VIA EDGAR

 Securities and Exchange
Commission

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:   Chris Edwards

Re:
 IN8bio, Inc. (CIK No. 0001740279)

 
 Registration Statement on Form S-3

 
 File No. 333-282984

 
 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, IN8bio, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) to become effective as of
4:00 p.m. Eastern Time on November 12, 2024, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the Staff.

Once the Registration Statement has been declared effective, please confirm that event with Sarah Curry of Cooley LLP by phone at (212) 479-6652 or by e-mail at sarah.curry@cooley.com.

[Signature page follows]

Very truly yours,

IN8bio, Inc.

 /s/ William Ho

By:

William Ho

Title:

President and Chief Executive Officer

November 7, 2024
William Ho
President and Chief Executive Officer
IN8bio, Inc.
350 5th Avenue, Suite 5330
New York, New York 10118
Re:IN8bio, Inc.
Registration Statement on Form S-3
Filed November 4, 2024
File No. 333-282984
Dear William Ho:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Sarah E. Curry

United States securities and exchange commission logo
January 16, 2024
William Ho
President and Chief Executive Officer
IN8bio, Inc.
350 5th Avenue, Suite 5330
New York, New York 10118
Re:IN8bio, Inc.
Registration Statement on Form S-3
Filed January 12, 2024
File No. 333-276504
Dear William Ho:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joshua A. Kaufman, Esq.

CORRESP
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CORRESP

 IN8BIO, INC.

350 5th Avenue, Suite 5330

New York, New York 10118

 January 16, 2024

 VIA EDGAR

 Securities and Exchange
Commission

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Daniel Crawford

Re:

 IN8bio, Inc. (CIK No. 0001740279)

Registration Statement on Form S-3

File No. 333-276504

Request for Acceleration of Effective Date

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, IN8bio, Inc. (the
“Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form
S-3 (the “Registration Statement”) to become effective as of 4:00 p.m. Eastern time, on January 18, 2024, or as soon thereafter as possible, or at such other time as its legal counsel,
Cooley LLP, may request by telephone to the Staff.

 Once the Registration Statement has been declared effective, please confirm that event
with Sarah Curry of Cooley LLP by phone at (212) 479-6652 or by e-mail at sarah.curry@cooley.com.

[Signature page follows]

Very truly yours,

IN8bio, Inc.

 /s/ William Ho

By:

William Ho

Title:

President and Chief Executive Officer

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
November 17, 2022
William Ho
President and Chief Executive Officer
IN8bio, Inc.
350 5th Avenue, Suite 5330
New York, New York 10118
Re:IN8bio, Inc.
Registration Statement on Form S-3
Filed November 10, 2022
File No. 333-268288
Dear William Ho:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joshua A. Kaufman

CORRESP
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CORRESP

 IN8BIO, INC.

350 5th Avenue, Suite 5330

New York, New York 10118

 November 17, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:     Alan
Campbell

Re:

 IN8bio, Inc.

 Registration Statement
on Form S-3 (CIK No. 0001740279)

 File
No. 333-268288

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, IN8bio, Inc. (the
“Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form
S-3 (the “Registration Statement”) to become effective as of 4:00 p.m. Eastern time, on November 21, 2022, or as soon thereafter as possible, or at such other time as its legal counsel,
Cooley LLP, may request by telephone to the Staff.

 Once the Registration Statement has been declared effective, please confirm that event
with Jaime L. Chase of Cooley LLP by phone at (202) 728-7096 or by e-mail at jchase@cooley.com.

[Signature page follows]

 Very truly yours,

IN8bio, Inc.

 /s/ William Ho

By:

William Ho

Title:

President and Chief Executive Officer

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 IN8BIO, INC.

350 5th Avenue, Suite 5330

New York, New York 10118

 August 8, 2022

 VIA EDGAR

 Securities and Exchange
Commission

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Abby Adams

Re:
 IN8bio, Inc.

Draft Registration Statement on Form S-1 (CIK No. 0001740279)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, IN8bio, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective
date of the above-referenced Draft Registration Statement on Form S-1 (as amended through the effective date thereof, the “Registration Statement”) and declare the Registration Statement
effective as of 5:15 p.m. Eastern time, on August 10, 2022, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the Staff.

Once the Registration Statement has been declared effective, please confirm that event with Jaime L. Chase of Cooley LLP by phone at (202) 728-7096 or by e-mail at jchase@cooley.com.

 Under separate
cover, you will receive today a letter from the managing underwriter for the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.

[Signature page follows]

Very truly yours,

IN8bio, Inc.

 /s/ William Ho

By:

William Ho

Title:

President and Chief Executive Officer

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 August 8, 2022

VIA FACSIMILE AND EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporate Finance

Washington, DC 20549

Re:
 IN8bio, Inc.

Registration Statement on Form S-1 (Registration
No. 333-266620) -

 Concurrence in Acceleration Request

Ladies and Gentlemen:

 H.C.
Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the above-referenced offering, hereby concurs in the request by IN8bio, Inc. that the effective date of the above-referenced registration statement be
accelerated to 5:15 P.M. Eastern Time on Wednesday, August 10, 2022, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in
connection with this offering.

Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By:

 /s/ Mark W. Viklund

Name:

Mark W. Viklund

Title:

Chief Executive Officer

 430 Park Avenue  |  New York, NY
10022  |  212.356.0500  |  www.hcwco.com

 Member: FINRA/SIPC

United States securities and exchange commission logo
July 26, 2022
William Ho
President and Chief Executive Officer
IN8bio, Inc.
350 5th Avenue, Suite 5330
New York, New York 10118
Re:IN8bio, Inc.
Draft Registration Statement on Form S-1
Submitted July 20, 2022
CIK No. 0001740279
Dear Mr. Ho:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joshua A. Kaufman, Esq.

CORRESP
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IN8BIO,
Inc.

79 Madison Avenue

New York, New York 10016

July 26, 2021

VIA EDGAR

Securities and Exchange Commission

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Tara Harkins

    Kevin Kuhar

    Julia Griffith

    Dietrich King

    Re:

    IN8bio, Inc.

    Registration Statement on Form S-1, as amended
    (File No. 333-249530)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, IN8bio, Inc. (the “Company”) hereby requests
that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration
Statement effective as of 4:00 p.m., New York City time, on Wednesday, July 28, 2021, or as soon thereafter as possible, or at such other time as its legal
counsel, Cooley LLP, may request by telephone to the Staff. This request for acceleration is subject, however, to your receiving a telephone
call prior to such time from our legal counsel, Cooley LLP, confirming this request.

Once the Registration Statement
has been declared effective, please orally confirm that event with Jaime Chase of Cooley LLP at (202) 728-7096.

Under separate cover, you
will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration
of the effectiveness of the Registration Statement.

[Signature page follows]

    Very truly yours,

    IN8bio, Inc.

    /s/ William Ho

    By:
    William Ho

    Title:
    President and Chief Executive Officer

[Signature Page to Acceleration
Request]

CORRESP
1
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VIA EDGAR

July 26, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: IN8bio, Inc.

Registration Statement on Form S-1 (as amended) (SEC File
No. 333-249530)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of IN8bio,
Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., New York
City time, on Wednesday, July 28, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the
Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters,
dealers, institutions and others, prior to the requested effective time of the Registration Statement.

In connection with the preliminary prospectus distribution for the
above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b)
under the Securities Exchange Act of 1934, as amended.

Very truly yours,

B. Riley Securities, Inc.

As Representative of the several underwriters

[SIGNATURE PAGE FOLLOWS]

    B.
    RILEY SECURITIES, INC.

    By:
    /s/ Jimmy Baker

    Name: Jimmy Baker

    Title: EVP, Head of Capital Markets

As Representative of the several underwriters.

cc: Nathan Ajiashvili, Partner, Latham & Watkins
LLP

[Signature Page to Acceleration Request Letter]

CORRESP
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    Jaime L. Chase

    +1 202 728 7096

    jchase@cooley.com

    Via
    EDGAR

May 7, 2021

U.S. Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tara Harkins

  Kevin Kuhar

  Sonia Bednarowski

  Dietrich King

 Re: IN8bio, Inc.

Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-249530)

Filed on March 31, 2021

CIK 0001740279

Ladies and Gentlemen:

On behalf of IN8bio, Inc. (the
“Company”), the following information is in response to comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter
dated April 15, 2021 (the “Comment Letter”) with respect to Amendment No. 2 to the
Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the
Commission on March 31, 2021. Concurrently with the submission of this response letter, the Company is filing Amendment
No. 3 to the Registration Statement (“Amendment No. 3”), which reflects certain business and
financial developments, including the inclusion of the Company’s financial statements as of and for the three months ended
March 31, 2021.

For the convenience of the Staff, the numbering
of the paragraph below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into
this response letter for convenience in italicized type and which is followed by the Company’s response.

Amendment No. 2 to Registration Statement
on Form S-1

Prospectus Summary, Page 1

 1. Please tell us the basis for your disclosure that you are currently the most clinically advanced gamma-delta
T cell company and for your disclosure that you "are the first company to advance genetically modified gamma-delta T cells into the
clinic." Alternatively, please remove these statements.

The
Company acknowledges the Staff’s comment and hereby respectfully advises the Staff that it has a reasonable basis to believe and
does in fact believe that it is currently the most clinically advanced gamma-delta T cell company, and the first to advance a genetically
modified gamma-delta T cell program to the clinic, based on information available at https://clinicaltrials.gov. Although
other companies have sought and are seeking to develop genetically modified gamma-delta T cells for the treatment of certain cancers,
such companies have either just began recruitment, are not yet recruiting for their trials or have terminated their trials and/or the
clinical programs. The Company continues to recruit for its two ongoing Phase 1 clinical trials, as disclosed in the Registration Statement.
The following table summarizes industry-sponsored clinical trials using gamma-delta T cells, with the Company’s clinical trials
noted in bold text:

Cooley
LLP  1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400

t: (202) 842-7800 f: (202) 842-7899 cooley.com

    May 7, 2021

    Page Two

    Title
    Sponsor/

 Collaborators
    Status
    Phase
    Study

 Start Date

    Expanded/Activated Gamma Delta T-cell Infusion Following Hematopoietic Stem Cell Transplantation and Post-transplant Cyclophosphamide
    University of Kansas Medical Center | IN8bio Inc.
    Recruiting
    Phase 1
    1/31/2020 (actual)

    First-in-Human Study of ICT0l in Patients With Advanced Cancer
    ImCheck Therapeutics
    Recruiting
    Phase 1

    2/10/2020

    (actual)

    Novel Gamma-Delta (γδ)T Cell Therapy for Treatment of Patients With Newly Diagnosed Glioblastoma (DRI)**
    University of Alabama at Birmingham | IN8bio Inc.
    Recruiting
    Phase 1

    2/11/2020

    (actual)

    A Study of ADl-001 in B Cell Malignancies**
    Adicet Bio, Inc.
    Recruiting
    Phase 1

    3/4/2021

    (actual)

    Haplo / Allogeneic NKG2DL-targeting Chimeric Antigen Receptor-grafted γδ T Cells for Relapsed or Refractory Solid Tumour**
    CytoMed Therapeutics Pte Ltd
    Not yet recruiting
    Phase 1

    12/1/2019

    (est.)

    Immunotherapy of Hepatocellular Carcinoma With Gamma Delta T Cells
    Rennes University Hospital | Innate Pharma
    Terminated
    Phase 1
    n/a

    Ex-vivo Expanded γδ T-lymphocytes (OmnImmune®) in Patients With Acute Myeloid Leukaemia (AML)
    TC Biopharm
    Completed (Terminated program)
    Phase 1
    n/a

** Indicates genetically
modified gamma-delta T cells programs.

* * *

Cooley
LLP  1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400

t: (202) 842-7800 f: (202) 842-7899 cooley.com

    May 7, 2021

    Page Three

Please contact me at (202) 728-7096 or Josh Kaufman
at (212) 479-6495 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

/s/ Jaime L. Chase

Jaime L. Chase

 cc: William Ho, IN8bio, Inc.

  Josh Kaufman, Cooley LLP

  Nathan Ajiashvili, Latham & Watkins LLP

Cooley
LLP  1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400

t: (202) 842-7800 f: (202) 842-7899 cooley.com

United States securities and exchange commission logo
April 15, 2021
William Ho
Chief Executive Officer
IN8bio, Inc.
79 Madison Avenue
New York, New York 10016
Re:IN8bio, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 31, 2021
File No. 333-249530
Dear Mr. Ho:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 6, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-1
Summary, page 1
1.Please tell us the basis for your disclosure that you are currently the most clinically
advanced gamma-delta T cell company and for your disclosure that you "are the fist
company to advance genetically modified gamma-delta T cells into the clinic."
Alternatively, please remove these statements.

 FirstName LastNameWilliam  Ho
 Comapany NameIN8bio, Inc.
 April 15, 2021 Page 2
 FirstName LastName
William  Ho
IN8bio, Inc.
April 15, 2021
Page 2
            You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Via EDGAR Submission

November 16, 2020

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: IN8bio, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-249530)

Ladies and Gentlemen:

As the Representative of the several underwriters
of the Company’s proposed initial public offering of common stock, we respectfully withdraw our request for acceleration
of the effectiveness of the Registration Statement on Form S-1 (File No. 333-249530), set forth in a letter dated November 9, 2020.

[Remainder of Page Intentionally Left
Blank]

Very truly yours,

BARCLAYS CAPITAL INC.

By: /s/ Victoria Hale

  Name: Victoria Hale

  Title: Authorized Signatory

As Representative of the several underwriters.

cc: Nathan Ajiashvili, Partner, Latham &
Watkins LLP

[Signature Page to Acceleration
Withdrawal Request]

CORRESP
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IN8BIO,
Inc.

79 Madison Avenue

New York, New York 10016

November 16, 2020

VIA EDGAR

Securities and Exchange Commission

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Tara Harkins

    Kevin Kuhar

    Julia Griffith

    Dietrich King

Re:
IN8bio, Inc.

Registration Statement on Form S-1, as amended (File No. 333-249530)

 Withdrawal of Request for Acceleration of Effective Date

Ladies and Gentlemen:

Reference is made to our letter, filed as
correspondence via EDGAR on November 9, 2020, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement on Form S-1 (File No. 333-249530) for November 12, 2020, at 9:00 a.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such registration statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

IN8bio, Inc.

/s/ William Ho

By:
William Ho

Title:
President and Chief Executive Officer

cc: Joshua A. Kaufman, Cooley LLP

Jaime L. Chase, Cooley LLP

Joshua Rottner, Cooley LLP

Nathan Ajiashvili, Latham &
Watkins LLP

CORRESP
1
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November 9, 2020

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: IN8bio, Inc.

Registration Statement on Form S-1 (as amended)
(SEC File No. 333-249530)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby
join in the request of IN8bio, Inc. that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 9:00 a.m., New York City time, on Thursday, November 12, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that
we have distributed approximately 480 copies of the Preliminary Prospectus, dated November 5, 2020, through the date hereof,
to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for
the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in
Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Barclays Capital Inc.

As Representative of the several underwriters

[SIGNATURE PAGE FOLLOWS]

    BARCLAYS
    CAPITAL INC.

    By:
     /s/ Victoria Hale

    Name: Victoria Hale

    Title: Authorized Signatory

As Representative of the several underwriters.

cc: Nathan Ajiashvili, Partner, Latham &
Watkins LLP

[Signature Page to Acceleration Request Letter]

CORRESP
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IN8BIO,
Inc.

79 Madison Avenue

New York, New York 10016

November 9, 2020

VIA EDGAR

Securities and Exchange Commission

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Tara Harkins

Kevin Kuhar

Julia Griffith

Dietrich King

    Re:

        IN8bio, Inc.

        Registration Statement on Form S-1,
        as amended (File No. 333-249530)

        Request for Acceleration of Effective
        Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, IN8bio, Inc. (the “Company”) hereby requests that
the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration
Statement effective as of 9:00 a.m. Eastern time, on November 12, 2020, or as soon thereafter as possible, or at such other time
as its legal counsel, Cooley LLP, may request by telephone to the Staff. This request for acceleration is subject, however, to
your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request.

Once the Registration Statement has been
declared effective, please orally confirm that event with Jaime Chase of Cooley LLP at (202) 728-7096.

Under separate cover, you will receive today
a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the
effectiveness of the Registration Statement.

[Signature page follows]

    Very truly yours,

    IN8bio, Inc.

        /s/ William Ho

    By:
    William Ho

    Title:
    President and Chief Executive Officer

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

    Jaime L. Chase
  +1 202 728 7096
 jchase@cooley.com
    BY EDGAR

*FOIA Confidential Treatment Request*

Confidential Treatment Requested by
IN8Bio, Inc.

in connection with Registration Statement
on Form S-1 (File No. 333-249530)

October 27, 2020

U.S. Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: IN8Bio, Inc.

Draft Registration Statement on Form S-1

Filed October 16, 2020

File No. 333-249530

Ladies and Gentlemen:

On behalf of IN8Bio, Inc. (the “Company”),
we are submitting this supplemental letter in further response to comment 8 received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated October 6, 2020 (the
 “Comment Letter”) with respect to the Company’s Confidential Draft Registration Statement on Form S-1
originally submitted to the Commission on September 10, 2020, resubmitted to the Commission on October 9, 2020, and subsequently
filed with the Commission on October 16, 2020 (the “Registration Statement”).

Due to the commercially sensitive nature
of information contained in this letter, this submission is accompanied by the Company’s request for confidential treatment
for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy
Act Operations in connection with the confidential treatment request pursuant to Rule 83 of the Commission’s Rules on
Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s
letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show
the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have
recited the prior comment from the Staff in italicized type and have followed the comment with the Company’s response.

Critical Accounting Policies and
Significant Judgments and Estimates Stock-Based Compensation, page 80

 8. Once you have an estimated offering price or range, please explain to us how you determined
the fair value of the common stock underlying your equity issuances since March 2020 and the reasons for any differences between
the recent valuations of your common stock leading up to the IPO and the estimated offering price. Provide detail regarding the
extent to which recent sales of preferred stock and/or common stock in arms-length transactions represented significant inputs
to the fair value determination. This information will help facilitate our review of your accounting for equity issuances, including
stock compensation.

Cooley
LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400

t: (202) 842-7800 f: (202) 842-7899 cooley.com

        U.S. Securities
        and Exchange Commission

        October 27,
        2020

        Page Two

Preliminary Price Range

The Company advises the Staff that the
Company currently expects a price range of $[***] to $[***] per share of common stock (the “Preliminary Price Range”)
for its initial public offering (“IPO”), which Preliminary Price Range reflects a [***]-for-[***] reverse
stock split of the Company’s capital stock (“Reverse Stock Split”) that will be effected prior
to the effectiveness of the Registration Statement. This Preliminary Price Range implies a pre-money valuation range for the Company
of $[***] million to $[***] million. The share and per-share numbers in this letter have been updated to reflect the proposed Reverse
Stock Split. The Company will similarly update the Registration Statement for the Reverse Stock Split in a future amendment to
the Registration Statement.

The Preliminary Price Range is based in
part upon the Company’s prospects, prospects for the biotechnology industry, the general condition of the securities markets
and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies in the biotechnology
industry, as well as input received from Barclays Capital Inc., the lead underwriter (the “Representative”)
for the IPO. The Company notes that, as is typical in IPOs, the Preliminary Price Range for the Company’s IPO was not derived
using a formal determination of fair value but was determined by discussions between the Company and the Representative based on
the assessment of the foregoing factors.

The Company will also include a narrower
bona fide price range of the common stock in an amendment to the Registration Statement that will precede the commencement of the
Company’s road show, which the Company expects to be a two-dollar range within the Preliminary Price Range. The parameters
of the bona fide price range will be subject to then-current market conditions, continuing discussions with the Representative
and material business developments impacting the Company, and due to the volatility in the securities markets, in particular the
volatility experienced in the market by recent IPO issuers, there is a possibility that the bona fide price range for the IPO may
fall outside of the Preliminary Price Range. In any event, the Company confirms to the Staff that the bona fide price range will
comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04.

Summary of Recent Equity Awards

The Company is providing the following
supplemental information to the Staff to facilitate its review process. The following table summarizes all equity awards granted
by the Company to its employees, consultants and members of the Company’s Board of Directors (the “Board”)
since March 2020, after giving effect to the Reverse Stock Split:

Grant Date

Number of
  Common
 Shares
  Subject to
 Options
 Granted (#)

Third-Party
  Valuation Date

Exercise
 Price per
 Share
  ($)

Estimated
  Fair
  Value Per
  Share of
  Common
  Stock
  ($)

May 5, 2020

[***]

May 7, 2020

[***]

[***]

October 5, 2020

[***]

August 31, 2020

[***]

[***]

October 15, 2020

[***]

August 31, 2020

[***]

[***]

FOIA
Confidential Treatment Requested by IN8bio, Inc.

Cooley
LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400

t: (202) 842-7800 f: (202) 842-7899 cooley.com

        U.S. Securities
        and Exchange Commission

        October 27,
        2020

        Page Three

Historical Determinations of the Fair
Value of Common Stock

As there has been no public market for
the Company’s common stock to date, the estimated fair value of its common stock has been determined by the Board, as of
the date of each option grant, with input from management, considering the Company’s most recent arm’s-length sales
of its preferred stock and the most recent third-party valuation of its common stock, as well as the Board’s assessment of
additional objective and subjective factors that the Board believed were relevant and which may have changed from the date of the
most recent third-party valuation through the date of the grant. The Board considered various objective and subjective factors
to determine the fair value of the common stock as of each grant date, including:

 · the prices at which the Company sold preferred
stock and the superior rights and preferences of the preferred stock relative to the common stock at the time of each grant;

 · the progress of the Company’s research
and development programs, including the status and results of preclinical studies and clinical trials for its product candidates;

 · the Company’s stage of development
and commercialization and its business strategy;

 · external market conditions affecting the
healthcare industry in general, and the biotechnology industry in particular, and trends within such industries;

 · the Company’s financial position,
including cash on hand, and its historical and forecasted performance and operating results;

 · the lack of an active public market for
the common stock and preferred stock;

 · the likelihood of achieving a liquidity
event, such as an IPO, in light of prevailing market conditions;

 · the Company’s IPO timeline and related
activities; and

 · the analysis of IPOs and the market performance
of similar companies in the healthcare, biotechnology and pharmaceutical industries.

The third-party valuations of the Company’s
common stock that the Board considered in making its determinations were prepared in accordance with the American Institute of
Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as
Compensation (the “Practice Guide”), which prescribes several valuation approaches for determining
the value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value
of an enterprise to its capital structure and specifically the common stock.

In accordance with the Practice Guide,
the Company considered the following methods for allocating the enterprise value across its classes and series of capital stock
to determine the fair value of its common stock at each valuation date.

 · Option Pricing Method (“OPM”). The OPM
estimates the value of the common equity of the Company using the various inputs in the Black-Scholes option pricing model. The OPM
treats the rights of the holders of common stock as equivalent to that of call options on any value of the enterprise above certain
break points of value based upon the liquidation preferences of the holders of the Company’s convertible preferred stock,
as well as their rights to participation, and the stock prices of the outstanding options. Thus, the value of the common stock
can be determined by estimating the value of its portion of each of these call option rights. Under this method, the common stock
has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time
of a liquidity event, such as a merger or sale. Given the common stock represents a non-marketable equity interest in a private
enterprise, an adjustment to the preliminary value estimates had to be made to account for the lack of liquidity that a stockholder
experiences. This adjustment is commonly referred to as a discount for lack of marketability (“DLOM”).

FOIA
Confidential Treatment Requested by IN8bio, Inc.

Cooley
LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400

t: (202) 842-7800 f: (202) 842-7899 cooley.com

        U.S. Securities
        and Exchange Commission

        October 27,
        2020

        Page Four

 · Probability-Weighted Expected Return
Method (“PWERM”). The PWERM is a scenario-based analysis that estimates the value per share based on
the probability-weighted present value of expected future investment returns, considering each of the possible outcomes considered
by the Company, as well as the economic and control rights of each share class.

 · Current Value Method (“CVM”).
The CVM allocates equity by subtracting the liquidation preference of any outstanding preferred shares considering all rights
and assumed conversion behavior associated with those shares.

 · Hybrid Method. The hybrid method
is a weighted-average method that combines both OPM and PWERM. Weighting allocations are assigned to the OPM and PWERM methods
factoring in possible future liquidity events.

As of each award date set forth in the
table above under “Summary of Recent Equity Awards,” the Board evaluated any recent events and their potential impact
on the estimated fair value per share of the Company’s common stock. For grants of stock awards made on dates for which there
was no contemporaneous independent third-party valuation, the Board determined the fair value of the Company’s common stock
on the date of grant taking into consideration the immediately preceding independent third-party valuation report as well as other
pertinent information available to it at the time of the grant. In connection with valuations prior to August 31, 2020, the
Company considered the most recent arm's length preferred stock financings prior to the issuance of any option grants, as the basis
for the value of its common shares at the date of the option grant. The valuation methodology used in valuations prior to August 31,
2020 was the OPM, and after August 31, 2020, the valuation methodology changed to the use of PWERM, as the Company had better
visibility into the near-term timing of a potential IPO, but still considered the uncertainty around the Company's value should
an IPO not occur. The PWERM is commonly used in these situations and is consistent with guidance from the Practice Guide.

May 2020 Valuation and Grants

The Company and an independent third-party
valuation specialist performed a contemporaneous valuation of the Company’s common stock as of May 7, 2020, which determined
a fair value of $[***] per share (the “May 2020 Valuation”).

For the May 2020 Valuation, the Company
utilized the OPM to derive the implied equity value for the Company. Specifically, the Company utilized the backsolve method to
determine the implied total equity value of the Company by accounting for all share class rights and preferences. The backsolve
method takes into account the economic rights of recently issued securities in relation to the rights of other equity securities
within the capital structure. The backsolve method reflected the Company’s closings of the sale of an extension in its Series A
Preferred Stock during January 2020 and February 2020 of 4,202,623 shares at a price of $1.31 per share. In determining
the total implied equity value under the backsolve method, the Company used an estimated volatility of 100.0%, an estimated time
to liquidity of 2.0 years, based on management’s then best estimates of a liquidity event at such time, and a DLOM of 40.0%.

On May 5, 2020, the Board granted
options to purchase [***] shares of common stock, at an exercise price equal to the greater of the Company’s then-current
valuation of $[***] per share or the value of one share of common stock as determined in the final version of the Company’s
next valuation report. Accordingly, in consideration of the May 2020 Valuation, the options were issued with an exercise price
of $[***] per share.

FOIA
Confidential Treatment Requested by IN8bio, Inc.

Cooley
LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400

t: (202) 842-7800 f: (202) 842-7899 cooley.com

        U.S. Securities
        and Exchange Commission

        October 27,
        2020

        Page Five

August 2020 Valuation and October 2020
Grants

The Company and an independent third-party
valuation specialist performed a contemporaneous valuation of the Company’s common stock as of August 31, 2020, which
determined a fair value of $[***] per share (the “August 2020 Valuation”).

For the August 2020 Valuation, the
Company estimated the fair value of the stock by using the PWERM. For the PWERM methodology, two scenarios were considered: (i) an
IPO scenario (50% weighting and 15% DLOM) and (ii) a stay private going concern scenario (50% weighting and 30% DLOM). For
the IPO scenario, the future equity value at an expected IPO date was allocated to the outstanding shares of convertible preferred
stock and the common stock, based on the rights and preferences of each class of equity. The Company then discounted the value
of each class of equity at an appropriate risk-adjusted rate. The Company believes that the probability weighting of each potential
scenario used in the PWERM analyses was an appropriate methodology in light of the Company’s stage of development, the status
of its research and development efforts and financial position, external market conditions affecting the biotechnology industry,
the volatility in the capital markets, especially with respect to IPOs, and the relative likelihood of achieving an IPO i

United States securities and exchange commission logo
October 6, 2020
William Ho
Chief Executive Officer
IN8bio, Inc.
79 Madison Avenue
New York, New York 10016
Re:IN8bio, Inc.
Draft Registration Statement on Form S-1
Submitted September 10, 2020
CIK No. 0001740279
Dear Mr. Ho:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted on September 10, 2020
Prospectus Summary , page 1
1.Please tell us why you believe that the final column of your pipeline table "Next
Anticipated Milestones" is relevant to an investment decision, or eliminate the column
where it appears throughout the prospectus.
2.Please balance your disclosure concerning the additional applications of INB-100, INB-
300 and INB-400 to better explain the status of development to date, and to advise
investors that these applications are at a very early phase of their development, or
eliminate the products and applications from the pipeline table.

 FirstName LastNameWilliam  Ho
 Comapany NameIN8bio, Inc.
 October 6, 2020 Page 2
 FirstName LastNameWilliam  Ho
IN8bio, Inc.
October 6, 2020
Page 2
Implications of Being an Emerging Growth Company and a Smaller Reporting Company, page 5
3.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.  Please contact
Julia Griffith at 202-551-3267 to discuss how to submit the materials, if any, to us for our
review.
Risk Factors, page 11
4.We note numerous references to seeking approvals abroad, foreign regulators and foreign
markets throughout the Risk Factors and other sections of your prospectus.  Please revise
to explain what non-US markets, if any, you plan to enter, and what steps you have taken
to attain the necessary regulatory and patent approvals.  Please tailor the risk factors
section to more closely reflect the applications you have made or are planning to make in
the near term.
5.Please refer to the risk factor on page 23 discussing the company's possible use of
accelerated approval pathways for FDA approval.  Please disclose the specific programs
applicable to products or therapeutic platforms that you are currently developing.
Use of Proceeds, page 63
6.We note your disclosure that the proceeds of the offer will not be sufficient to fund any of
your product candidates through regulatory approval.  Please revise to  specify how far the
proceeds of the offering will take the company into the clinical development of INB-200
and INB-100.  If any material amounts of other funds are necessary to accomplish the
specified purposes for which the proceeds are to be obtained, state the amounts and
sources of such other funds needed for each such specified purpose and the sources
thereof.  Refer to Instruction 3 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations, page 75
7.We note that you have multiple products in varying stages of development and clinical
testing. Please expand to provide detail by product candidate for your research and
development expenses during each period presented. To the extent that you do not track
expenses by product candidate, please disclose as such.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 80
8.Once you have an estimated offering price or range, please explain to us how you

 FirstName LastNameWilliam  Ho
 Comapany NameIN8bio, Inc.
 October 6, 2020 Page 3
 FirstName LastName
William  Ho
IN8bio, Inc.
October 6, 2020
Page 3
determined the fair value of the common stock underlying your equity issuances since
March 2020 and the reasons for any differences between the recent valuations of your
common stock leading up to the IPO and the estimated offering price. Provide detail
regarding the extent to which recent sales of preferred stock and/or common stock in
arms-length transactions represented significant inputs to the fair value determination.
This information will help facilitate our review of your accounting for equity issuances,
including stock compensation. Please discuss with the staff how to submit your response.
Exclusive License Agreement with Emory University, Children’s Healthcare of Atlanta, Inc. and
The UAB Research Foundation, page 105
9.Please disclose the annual minimum royalty you are required to pay, the share of
sublicensee fees you are required to pay, and the an annual license maintenance fee.
Exclusive License Agreement with UABRF, page 106
10.Please disclose the share of non-royalty income that you are required to pay UABRF.
Index to Financial Statements
Note 3. Fair Value Assets and Liabilities, page F-12
11.Please revise to clearly disclose the valuation methodology for your Series A Preferred
Stock warrants including the significant unobservable inputs underlying the level 3 fair
value measurements. Refer to ASC 820-10-50-2bbb.
            You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences