Submission of Matters to a Vote of Security Holders - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2022

IO Biotech, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41008		87-0909276
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Ole Maaløes Vej 3

DK-2200Copenhagen N

Denmark

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: +457070 2980

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		IOBT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§ 240.12b-2of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 25, 2022, IO Biotech, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Election of Class I Directors

Each of Jack B. Nielsen and David V. Smith was elected to serve as a class I director to hold office until the Company's 2025 Annual Meeting of Stockholders and until the election and qualification of his successor. Votes were cast as follows:

		For			Withheld			Broker Non-Votes
Jack B. Nielsen			22,460,202				938,718				320,057
David V. Smith			23,387,185				11,735				320,057

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of EY Godkendt Revisionspartnerselskab as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following vote:

For		Against		Abstain		Broker Non-Votes
23,707,581		10,261		1,136		-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		IO Biotech, Inc.
Date: May 26, 2022			By:		/s/ Mai-BrittZocca, Ph.D.
			Mai-BrittZocca, Ph.D.
			Chief Executive Officer