Item 2.02 Result of Operations and Financial Condition

The information set forth under Item 4.02 is incorporated into this Item 2.02 by reference.

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.



On December 13, 2021, the Audit Committee of the Board of Directors of IO
Biotech, Inc. (the "Company"), based on the recommendation of management and
after consultation with the Company's independent registered public accounting
firm, EY Godkendt Revisionspartnerselskab (EY), determined that the Company's
Unaudited Interim Condensed Financial Statements as of June 30, 2021 and for the
Six Months Ended June 30, 2021 and 2020 (the "Relevant Financial Statements")
incorrectly accounted for an accrued expense related to certain research and
development expenses, which should have been recorded as a prepaid expense. This
led to an overstatement of research and development expenses for the six months
ended June 30, 2021.

This incorrect accrued expense does not impact:





     •    total research and development expenses for the 9-month period ending
          September 30, 2021 nor the financial year ended December 31, 2021




  •   the cash balances reported as of June 30, 2021 or any other period




     •    the timing or magnitude of cash used in operations for the six

months
          period ending June 30, 2021




  •   the Company's previous guidance related to its cash runway



• any other prior periods other than the Relevant Financial Statements




Consequently, on December 13, 2021, the Audit Committee concluded that investors
should not rely on the Company's unaudited interim condensed financial
statements as of June 30, 2021 and for the six months ended June 30, 2021,
originally filed with the Securities and Exchange Commission ("SEC") on
October 5, 2021. The Company is filing the above-described restated unaudited
Relevant Financial Statements as an exhibit to this Current Report on Form 8-K.

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K with EY, the Company's independent registered public accounting firm.

The tables below show the impact of the restatements on the relevant line items in the Company's financial statements:

Balance Sheet

(In thousands, except per share data)



(unaudited)



                                                               As of June 30, 2021
                                               As reported          Adjustment          As restated
Prepaid expenses and other current assets     $       3,744        $      1,666        $       5,410
Total current assets                                 58,496               1,666               60,162
Total assets                                         58,534               1,666               60,200
Accrued expenses and other current
liabilities                                           5,915              (1,666 )              4,249
Total liabilities                                    38,955              (1,666 )             37,289
Accumulated deficit                                 (83,878 )             3,369              (80,509 )
Accumulated other comprehensive income                1,422                 (37 )              1,385
Total stockholders' deficit                         (81,309 )             3,332              (77,977 )
Total liabilities, convertible preference
shares and stockholders' deficit                     58,534               1,666               60,200


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Statement of Operations and Comprehensive Loss

(In thousands, except per share data)



(unaudited)



                                                         Six Months Ended June 30, 2021
                                               As reported          Adjustment         As restated

Research and development                      $       12,972       $     (3,389 )     $       9,583
Total operating expenses                              16,185             (3,389 )            12,796
Loss from operations                                 (16,185 )            3,389             (12,796 )
Currency exchange gain (loss), net                       312                (20 )               292
Total other income                                   (29,291 )              (20 )           (29,311 )
Net loss                                             (45,476 )            3,369             (42,107 )
Net loss attributable to class A ordinary
shareholders                                         (49,409 )            3,369             (46,040 )
Net loss per class A ordinary
shareholder, basic and diluted                $      (278.83 )     $      19.01       $     (259.82 )
Net loss                                             (45,476 )            3,369             (42,107 )
Foreign currency translation                            (539 )              (37 )              (576 )
Total comprehensive loss                             (46,015 )            3,332             (42,683 )


Statement of Cash Flows

(In thousands, except per share data)



(unaudited)



                                                         Six Months Ended June 30, 2021
                                               As reported          Adjustment         As restated
Net loss                                      $      (45,476 )     $      3,369       $     (42,107 )
Adjustment to reconcile net loss to net
cash used in operating activities
Other non-cash items, net                               (312 )              (37 )              (349 )
Prepaid expenses and other current assets             (1,514 )           (1,666 )            (3,180 )
Accrued expenses and other current
liabilities                                            3,366             (1,666 )             1,700
Net cash used in operating activities                (13,293 )               -              (13,293 )
Cash and cash equivalents, end of period              54,752                 -               54,752


Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.




Exhibit
Number                                Exhibit Description

99.1           Unaudited Interim Condensed Financial Statements as of June 30, 2021
             and for the Six Months Ended June 30, 2021 and 2020

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