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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):
June 27, 2025
| INMUNE BIO INC. |
| (Exact name of registrant as specified in charter) |
| Nevada |
|
001-38793 |
|
47-5205835 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
225 NE Mizner Blvd., Suite 640, Boca Raton,
Florida 33432
(Address of Principal Executive Offices) (Zip Code)
(858) 964 3720
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications 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 shares |
|
INMB |
|
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-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mart 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 1.01. Entry into
a Material Definitive Agreement.
On June 27, 2025, INmune
Bio, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two healthcare-focused
institutional investors for the sale of an aggregate of 3,000,000 shares of common stock, par value $0.001 per share (the “Shares”),
in a registered direct offering (the “Offering”) at a purchase price of $6.30 per share, priced at-the-market under Nasdaq
rules, for aggregate gross proceeds to the Company of approximately $18.9 million, before deducting placement agent fees and expenses.
The Shares were offered
and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279036), declared effective by the U.S.
Securities and Exchange Commission (the “SEC”) on August 7, 2024, and a prospectus supplement filed with the SEC on June 30,
2025. The Offering closed on June 30, 2025.
A.G.P./Alliance Global
Partners acted as the sole placement agent for the Offering pursuant to a Placement Agency Agreement dated June 27, 2025 (the “Placement
Agency Agreement”). The Company agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds and to reimburse
certain legal and other expenses.
Sichenzia Ross Reference Carmel LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities
to be issued in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing summaries
of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 8.01. Other Events.
On June 27, 2025, the
Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
by reference into this Item 8.01 of this Form 8-K.
On June 30, 2025, the
Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.2 and is incorporated
by reference into this Item 8.01 of this Form 8-K.
Item 9.01 Financial statements and Exhibits
(d)
Exhibits.
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated June 27, 2025 |
| 10.2 |
|
Form of Placement Agency Agreement, dated June 27, 2025 |
| 23.1 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated June 27, 2025 |
| 99.2 |
|
Press Release, dated June 30, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
INMUNE BIO INC. |
| |
|
| Date: June 30, 2025 |
By: |
/s/ David Moss |
| |
|
David Moss |
| |
|
Chief Financial Officer |
