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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 10, 2024
| 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 Boulevard, Suite 640, Boca
Raton, FL 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2024, the board of directors of
INmune Bio Inc. (the “Company”) approved the issuance of an option to Ramond J. Tesi, the Company’s Chief
Executive Officer, to purchase 37,882 shares of the Company’s common stock with an exercise price of $8.72 (the
“Option”) under the Company’s 2021 Stock Incentive Plan. The Option vested and became exercisable immediately on
the Option’s grant date and was issued pursuant to an incentive stock option agreement dated June 10, 2024, between the
Company and Dr. Tesi. The Option expires on June 9, 2034.
The forgoing summary of the Option referenced
above is not complete and qualified in its entirety by reference to the incentive stock option agreement, which is being filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)
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 13, 2024 |
By: |
/s/ David Moss |
| |
|
David Moss |
| |
|
Chief Financial Officer |
2
Exhibit 10.1
Incentive Stock Option Agreement
This Incentive
Stock Option Agreement (this “Agreement”) is made and entered into as of June 10, 2024 by and between INmune Bio Inc.,
a Nevada corporation (the “Company”) and Raymond J. Tesi (the “Participant”).
Grant Date: June
10, 2024
Exercise Price per Share: $8.72
Number of Option Shares: 37,882
Expiration Date: June 9, 2034
1. Grant of Option.
1.1 Grant;
Type of Option. The Company hereby grants to the Participant an option (the “Option”) to purchase the total number
of shares of Common Stock of the Company equal to the number of Option Shares set forth above, at the Exercise Price set forth above.
The Option is being granted pursuant to the Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan (the “Plan”).
The Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Code, although the Company makes no representation
or guarantee that the Option will qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined
on the Grant Date) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof
which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.
1.2 Consideration;
Subject to Plan. The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company
and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to
them in the Plan.
2. Exercise Period; Vesting.
2.1 Vesting Schedule. The Option is 100% vested as of the Grant Date.
2.2 Expiration.
The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.
3. Termination of Continuous Service.
3.1 Termination
for Reasons Other Than Cause, Death, Disability. If the Participant’s Continuous Service is terminated for any reason other
than Cause, death or Disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending
on the earlier of (a) the date three months following the termination of the Participant’s Continuous Service or (b) the Expiration
Date.
3.2 Termination
for Cause. If the Participant’s Continuous Service is terminated for Cause, the Option (whether vested or unvested) shall immediately
terminate and cease to be exercisable.
3.3
Termination due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s
Disability, the Participant may exercise the vested portion of the Option, but only within such period
of time ending on the earlier of (a) the date 12 months following the Participant’s termination of Continuous Service or (b) the
Expiration Date.
3.4 Termination
due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, the vested portion
of the Option may be exercised by the Participant’s estate, by a person who acquired the right to exercise the Option by bequest
or inheritance or by the person designated to exercise the Option upon the Participant’s death, but only within the time period
ending on the earlier of (a) the date 12 months following the Participant’s death or (b) the Expiration Date.
4. Manner of Exercise.
4.1 Election
to Exercise. To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity,
the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to
exercise in the manner that is reasonably acceptable to the Committee.
If someone
other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying
that such person has the legal right to exercise the Option.
4.2 Payment
of Exercise Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise in the manner designated
by the Committee.
4.3 Withholding.
If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the exercise of the Option,
the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding
obligations of the Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise
of the Option by any of the following means or by a combination of such means:
(a) tendering a cash payment;
(b) authorizing
the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the
exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax
required to be withheld by law; or
(c) delivering
to the Company previously owned and unencumbered shares of Common Stock.
The Company has the
right to withhold from any compensation paid to a Participant.
4.4
Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company
shall issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized assignee, or the
Participant’s legal representative which shall be evidenced by stock certificates representing the shares with the appropriate
legends affixed thereto, appropriate entry on the books of the Company or of a duly authorized transfer agent, or other appropriate means
as determined by the Company.
5. No
Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant any
right to be retained in any position, as an Employee, Consultant or Director
of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate
the Participant’s Continuous Service at any time, with or without Cause. The Participant shall not have any rights as a shareholder
with respect to any shares of Common Stock subject to the Option unless and until certificates representing the shares have been issued
by the Company to the holder of such shares, or the shares have otherwise been recorded on the books of the Company or of a duly authorized
transfer agent as owned by such holder.
6. Transferability.
The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or by will
or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her. No assignment
or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except
to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest
or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.
7. Merger,
Consolidation or Asset Sale. If the Company is merged or consolidated with another entity or sells or otherwise disposes of substantially
all of its assets to another company while this Option remain outstanding under this Plan, unless provisions are made in connection with
such transaction for the continuance of this Plan and/or the assumption or substitution of such Option with new options or stock awards
covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices, then this Option, whether or not vested or then exercisable, shall terminate immediately as of the effective date of
any such merger, consolidation or sale.
8. Adjustments.
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 3.3 of the Plan.
9. Tax
Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll
tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and
remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of
any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on
exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.
10. Qualification
as an Incentive Stock Option. It is understood that this Option is intended to qualify as an incentive stock option as defined in
Section 422 of the Code to the extent permitted under Applicable Law. Accordingly, the Participant understands that in order to obtain
the benefits of an incentive stock option, no sale or other disposition may be made of shares for which incentive stock option treatment
is desired within one (1) year following the date of exercise of the Option or within two (2) years from the Grant Date. The Participant
understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Participant incurs in
the event that the Internal Revenue Service for any reason determines that this Option does not qualify as an incentive stock option within
the meaning of the Code.
11. Disqualifying
Disposition. If the Participant disposes of the shares of Common Stock prior to the expiration of either two (2) years from the Grant
Date or one (1) year from the date the shares are transferred to the Participant pursuant to the exercise of the Option (a “Disqualifying
Disposition”), the Participant shall notify the Company in writing within thirty (30) days after such disposition of the date
and terms of such disposition. The Participant also agrees to provide the Company with any information concerning any such dispositions
as the Company requires for tax purposes.
12. Compliance
with Law. The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the
Company and the Participant with all applicable requirements of federal and state securities laws, regulatory agencies and any stock exchange
on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless
and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction
of the Company and its counsel. The Participant understands that the Company is under no obligation to register the shares of Common Stock
with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
13. Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company
at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall
be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party
may designate another address in writing (or by such other method approved by the Company) from time to time.
14. Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard to conflict
of law principles.
15. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review.
The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.
16. Options
Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of
the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term
or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
17. Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding
upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Agreement may
be transferred by will or the laws of descent or distribution.
18. Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any
other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to
the extent permitted by law.
19. Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.
The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards
in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the
Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.
20. Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that,
no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s
consent.
21. No
Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation for
purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
22. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing an original signature.
23. Acceptance.
The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms
and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant
acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the
Participant should consult a tax advisor prior to such exercise or disposition.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
| INMUNE BIO INC. |
| | | |
| | By | /s/ David Moss |
| | Name: | David Moss |
| | Title: | CFO |
| | | |
| | /s/ Raymond Tesi |
| | Name: | Raymond Tesi |
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Grafico Azioni INmune Bio (NASDAQ:INMB)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni INmune Bio (NASDAQ:INMB)
Storico
Da Feb 2024 a Feb 2025
