Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement On January 4, 2023, Landos Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with the institutional accredited investors named therein (the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the "Private Placement") pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate of 30,909,090 shares (the "Warrant Shares") of the Company's common stock, $0.01 per share (the "Common Stock"). Each Pre-Funded Warrant has an exercise price of $0.01 per Warrant Share. The purchase price per Pre-Funded Warrant was $0.54. The Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire.

The Pre-Funded Warrants issued in the Private Placement provide that the holder of the Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 35.00% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Warrant Shares will also be subject to certain registration rights under the Company's Amended and Restated Investors' Rights Agreement.

The Private Placement is expected to close on or before January 10, 2023. The Company will receive aggregate gross proceeds from the Private Placement of approximately $16.7 million, before deducting offering expenses payable by the Company.

The foregoing descriptions of the Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1 and 4.1 hereto, respectively, and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Neither the Pre-Funded Warrants nor the Warrant Shares are registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. In connection with the Investors' execution of the Securities Purchase Agreement, each Investor represented to the Company that it is an "accredited investor" as defined in Regulation D of the Securities Act and that the Pre-Funded Warrants purchased by it were acquired for its own account for investment only and with no present intention of distributing any of the Pre-Funded Warrants or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of the Pre-Funded Warrants or Warrant Shares.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 8.01 Other Events.

On January 5, 2023, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits




Exhibit   Description
  No.
4.1         Form of Pre-Funded Warrant
10.1*       Securities Purchase Agreement, dated January 4, 2023, by and between
          Landos Biopharma, Inc. and the investors that are a party thereto
99.1        Press Release, dated January 5, 2023
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished


  to the SEC upon request.

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