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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):
November 18, 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)
(561) 710-0512
(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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2025 (the “Repricing Date”),
INmune Bio Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in a virtual meeting
format via live webcast. As further described in Item 5.07 to this Current Report on Form 8-K, at the Special Meeting, the Company’s
stockholders approved a one-time repricing (the “Option Repricing”) of certain outstanding stock options granted to, and held
by, certain of the Company’s current employees, including its executive officers and named executive officers, and members of the
Board of Directors of the Company (the “Board”) through the Repricing Date (collectively, the “Eligible Optionholders”),
under the Company’s 2017 Stock Incentive Plan, 2019 Stock Incentive Plan, and Second Amended and Restated 2021 Stock Incentive Plan
(as may be amended, restated or otherwise modified from time to time in accordance with its terms) (collectively, the “Plans”),
that have exercise prices in excess of the Repriced Exercise Price (as defined below), covering up to an aggregate of 5,511,000 shares
of the Company’s common stock, par value $0.001 per share (“Common Stock” and such options, the “Eligible Options”).
The Option Repricing was previously approved by the Board on September 30, 2025, subject to approval by the Company’s stockholders.
Effective as of the Repricing Date, the per share
exercise price of each Eligible Option held by an Eligible Optionholder who is an employee of the Company or a member of the Board as
of the Repricing Date, as applicable, was automatically reduced to $1.50 per share, which was the closing trading price per share of Common
Stock on The Nasdaq Capital Market on the Repricing Date (each, a “Repriced Option,” and such exercise price per share, the
“Repriced Exercise Price”). Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options,
including, without limitation, any provisions with respect to vesting and term of the options, will remain in full force and effect.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
The Special Meeting was held on November 18, 2025.
Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on October
14, 2025, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of the
close of business on September 30, 2025, the record date for the Special Meeting, the number of shares of Common Stock outstanding and
entitled to vote at the Special Meeting was 26,585,258. The number of shares of Common Stock present in person or by remote communication,
if applicable, or represented by valid proxy at the Special Meeting was 10,193,242, thus establishing a quorum for the transaction of business
at the Special Meeting. Shares present virtually during the Special Meeting were considered shares of Common Stock represented in person
at the Special Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders
at the Special Meeting.
At the Special Meeting, the Company’s stockholders
voted on the following matters, all of which were described in the Proxy Statement: (i) to approve the Option Repricing (the “Option
Repricing Proposal” or “Proposal 1”) and (ii) to approve a proposal to adjourn the Special Meeting to a later date,
if necessary or appropriate, to permit further solicitation and vote of additional proxies in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Option Repricing Proposal at the time of the Special Meeting (the “Adjournment
Proposal” or “Proposal 2”). The final voting results are set forth below.
Proposal 1 - The Option Repricing Proposal was
approved, based on the following votes:
| For |
|
Against |
|
Abstentions |
| 7,144,433 |
|
2,926,973 |
|
121,836 |
Proposal 2 - Although the Adjournment Proposal
was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve
the Option Repricing Proposal, it was approved, based on the following votes:
| For |
|
Against |
|
Abstentions |
| 7,279,350 |
|
2,866,941 |
|
46,951 |
No other matters were submitted to or voted on
by the Company’s stockholders at the Special Meeting.
Item 8.01. Other Events.
On November 18, 2025, the Company issued a press release announcing
two presentations at the upcoming 18th Clinical Trials on Alzheimer’s Disease conference, in San Diego, CA from December 1-4, 2025.
A copy of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 18, 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: November 18, 2025 |
By: |
/s/ David Moss |
| |
|
David Moss |
| |
|
Chief Executive Officer |
