Inmune Bio expects $4.5M gross from stock offering
The warrants can be exercised beginning April 27, 2027, and carry a 9.99% ownership cap that may be increased only after a 61-day notice period.
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Rhea-AI Filing Summary
Inmune Bio, Inc. agreed to sell 3,000,000 common shares at $1.50 per share in a registered direct offering and issue unregistered warrants to purchase up to 3,000,000 shares in a concurrent private placement. Gross proceeds are expected to be $4.5 million before placement agent fees and offering expenses, excluding proceeds, if any, from warrant exercises. Closing is expected on October 29, 2026, subject to customary closing conditions. The company intends to use net proceeds for working capital purposes and general corporate procedures.
The warrants have a $1.65 exercise price, become exercisable April 27, 2027, and expire April 27, 2032. Exercise is restricted to the extent the purchaser, its affiliates and attribution parties would own more than 9.99% immediately after exercise. The purchaser may change the limit by notice, subject to a 19.99% maximum; an increase takes effect on the 61st day after notice. A.G.P./Alliance Global Partners is the sole placement agent and receives a 7.0% cash fee on gross proceeds. Inmune Bio agreed to file a resale registration statement for warrant shares within 30 calendar days after closing and use commercially reasonable efforts to make it effective within 90 days of filing, or 120 days if the SEC reviews it.
Filing Explained
In certain fundamental transactions, warrant holders may require the company or a successor to buy unexercised warrants at Black-Scholes value, subject to limits.
The company describes the financing as agreed but still subject to customary closing conditions; if completed, it would increase shares outstanding by 3,000,000, with warrant exercise able to add up to 3,000,000 more.
If no effective resale registration statement is available at exercise, the warrants may be exercised cashlessly; any still outstanding are automatically cashlessly exercised at expiration.
At
8-K Event Classification
Key Figures
Key Terms
registered direct offering financial
cashless basis financial
reasonable best efforts financial
resale registration statement regulatory
Black Scholes value financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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 | ||
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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 mark 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.
Securities Purchase Agreement
On October 27, 2026, INmune Bio Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the “Registered Direct Offering”), 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $1.50 per share. In a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “Offering”), the Company also agreed to issue to the Purchaser unregistered warrants (the “Common Warrants”) to purchase up to 3,000,000 shares of Common Stock (the “Common Warrant Shares”). The Offering is expected to close on October 29, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds of $4.5 million from the Offering, before deducting placement agent fees and offering expenses and excluding the proceeds, if any, from the exercise of the Common Warrants sold in the Private Placement.
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 October 28, 2026. A copy of the legal opinion and consent of Sichenzia Ross Ference Carmel LLP relating to the Shares is attached hereto as Exhibit 5.1.
The Common Warrants and the Common Warrant Shares were offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Common Warrants have an exercise price of $1.65 per share, will be exercisable beginning on April 27, 2027 (the date that is six months after the date of issuance) (the “Initial Exercise Date”) and will expire on April 27, 2032 (five years from the Initial Exercise Date). If at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the Common Warrant Shares, the Common Warrants may be exercised on a cashless basis, and the Common Warrants will be automatically exercised on a cashless basis on the expiration date. The Purchaser may not exercise any portion of the Common Warrants to the extent that the Purchaser, together with its affiliates and attribution parties, would beneficially own more than 9.99% of the outstanding Common Stock immediately after exercise, which percentage may be increased or decreased by the Purchaser upon notice to the Company, provided that it may not exceed 19.99% and any increase will not be effective until the 61st day after such notice. The exercise price and number of Common Warrant Shares are subject to adjustment in the event of stock dividends, stock splits, reclassifications and similar events, and the Purchaser is entitled to participate in certain pro rata distributions and purchase rights, subject to the beneficial ownership limitation described above. In the event of certain fundamental transactions, holders of the Common Warrants may, at its option, require the Company or any successor entity to purchase the Common Warrants for an amount equal to the Black Scholes value of the unexercised portion thereof, subject to certain limitations.
The Company also agreed to file a registration statement on Form S-1 (or other available form) providing for the resale of the Common Warrant Shares (the “Resale Registration Statement”) as soon as practicable (and in any event within 30 calendar days of the Closing Date), to use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 90 days following its filing date (or 120 days in the event of a review by the Securities and Exchange Commission (the “SEC”)), and to keep the Resale Registration Statement effective at all times until the Purchaser no longer owns any Common Warrants or Common Warrant Shares.
The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.
1
Placement Agency Agreement
In connection with the Offering, on October 27, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the sole placement agent for the Offering on a “reasonable best efforts” basis. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds of the Offering, to reimburse the Placement Agent for accountable legal expenses of up to $100,000 and to pay non-accountable expenses of up to $25,000.
The Placement Agency Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification and contribution obligations and other provisions customary for transactions of this nature.
The foregoing descriptions of the Common Warrants, the Purchase Agreement and the Placement Agency Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Common Warrant, the form of Purchase Agreement and the Placement Agency Agreement, copies of which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Common Warrants and the Common Warrant Shares is incorporated herein by reference. The Common Warrants and the Common Warrant Shares have not been registered under the Securities Act and are being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, based in part on representations made by the Purchaser, including that it is an “accredited investor” as defined in Rule 501(a) of Regulation D or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The Common Warrants and the Common Warrant Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 7.01 Regulation FD Disclosure
On October 28, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial statements and Exhibits
(d) Exhibits.
| 4.1 | Form of Common Warrant | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 10.1 | Form of Securities Purchase Agreement, dated October 27, 2026, by and between the Company and the Purchaser | |
| 10.2 | Placement Agency Agreement, dated October 27, 2026, by and between the Company and A.G.P./Alliance Global Partners | |
| 23.1 | Consent of Sichenzia Ross Ference Carmel LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release dated October 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: October 29, 2026 | By: | /s/ David Moss |
| Name: | David Moss | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
INmune Bio, Inc. Announces Pricing of $4.50 Million Registered Direct Offering and Concurrent Private Placement
BOCA RATON, Fla., Oct. 28, 2026 (GLOBE NEWSWIRE) -- INmune Bio Inc. (NASDAQ: INMB) (the “Company”), a late-stage biotechnology company focused on inflammation and immunology, today announced that it has entered into a definitive agreement with a single healthcare-focused, institutional investor for a registered direct offering of an aggregate of 3,000,000 shares of common stock and a concurrent private placement of unregistered warrants to purchase up to 3,000,000 shares common stock (together, the “Offering”). The gross proceeds to the Company from the Offering are expected to be approximately $4.50 million, before deducting placement agent fees and other estimated offering expenses. The warrants will have an exercise price of $1.65, will be exercisable six months following their issuance and will expire five and a half (5.5) years from the issuance date.
The closing of the Offering is expected to occur on or about October 29, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for working capital purposes and general corporate procedures.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering.
The shares of common stock are being offered and sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333- 279036), which was declared effective by the Securities and Exchange Commission (“SEC”) on August 7, 2024. A prospectus supplement relating to the registered direct offering and the accompanying prospectus will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
The private placement of the warrants and the shares of common stock underlying the warrants is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act). Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock within 30 days of the closing of the Offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About INmune Bio Inc.
INmune Bio Inc. is a publicly traded (NASDAQ: INMB), late-stage biotechnology company focused on developing treatments for inflammation and immunology. The Company’s clinical-development strategy centers on advanced precision medicine, matching drug mechanisms directly to patient biology to optimize clinical outcomes.
INmune Bio is actively advancing two late-stage product platforms toward registrational milestones:
| ● | CORDStrom™: A proprietary, pooled, allogeneic, human umbilical cord-derived mesenchymal stromal cell platform engineered to address the historical clinical challenges of donor variability and manufacturing inconsistency. Following successful clinical readouts in RDEB, the platform is transitioning to regulatory filing phases, with an MAA planned for the UK MHRA in Q1, 2027 and EU EMA in 2027, alongside a planned U.S. Biologics License Application (BLA) submission. |
| ● | XPro1595™: A Dominant-Negative Tumor Necrosis Factor (DN-TNF) platform designed to selectively neutralize soluble TNF (sTNF) and reduce neuroinflammation without compromising protective immune function. Backed by recently granted FDA Fast Track designation and successful regulatory alignment from an End-of-Phase 2 meeting, XPro1595™ is positioned for an integrated Phase 2b/3 seamless adaptive registrational program in neuroinflammation-enriched early Alzheimer’s disease. |
To learn more about INmune Bio’s pipeline and its approach to harnessing the innate immune system, please visit www.inmunebio.com.
Forward Looking Statements
The Company’s product candidates remain in clinical development stage and there is no assurance that any specific outcome will be achieved. Any statements contained in this press release related to the development or commercialization of product candidates and other business and financial matters, including without limitation, trial results and data, including Ebstrocel™, XPro™ and INKmune™ trial results, timing of key milestones, future plans or expectations, and the prospects for receiving regulatory approval or commercializing or selling any product or drug candidates, may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations but are subject to several risks and uncertainties. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements because of these risks and uncertainties. CORDStrom™, XPro1595™ (XPro™, pegipanermin), and INKmune™ have either finished clinical trials, are still in clinical trials or are preparing to start clinical trials and have not been approved by the US Food and Drug Administration (FDA), the UK MHRA or any regulatory body and there cannot be any assurance that they will be approved by the FDA, the UK MHRA or any regulatory body or that any specific results will be achieved. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the Company’s ability to produce more drug for clinical trials; the availability of substantial additional funding for the Company to continue its operations and to conduct research and development, clinical studies and future product commercialization; and the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q and the Company’s Current Reports on Form 8-K. The Company assumes no obligation to update any forward-looking statements to reflect any event or circumstance that may arise after the date of this release.
INmune Bio Contacts:
David Moss
Chief Executive Officer
(561) 710-0512
info@inmunebio.com
Daniel Carlson
Head of Investor Relations
(415) 509-4590
dcarlson@inmunebio.com