Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Investor's Rights Agreement

On January 10, 2023, as part of the closing of its previously announced private placement pursuant to a securities purchase agreement (the "Securities Purchase Agreement") with the institutional accredited investors named therein (the "Investors") dated January 4, 2023, Landos Biopharma, Inc. (the "Company") entered into an amendment (the "Amendment") to the amended and restated investor's rights agreement by and among the Company and certain of its stockholders dated August 9, 2019 (the "IRA") in order to add certain of the Investors as parties to the IRA. The Amendment also extended the termination date of the registration rights provided for in the IRA to the earliest to occur of (a) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder's shares without limitation during a three-month period without registration and (b) the fifth anniversary of the Amendment.

The foregoing description of the IRA does not purport to be complete and is qualified in its entirety by reference to the IRA, a copy of which has previously been filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No. 333-252083) and incorporated by reference herein.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d)              Exhibits

Exhibit Description


  No.

10.1      Amendment No. 1 to the Amended and Restated Investor's Rights
        Agreement, dated January 10, 2023, by and between Landos Biopharma, Inc.
        and the investors that are a party thereto
104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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