AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 12, 2021
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
INMUNE BIO INC.
(Exact name of registrant as specified in
its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
47-5205835
I.R.S. Employer Identification Number
1200 Prospect Street, Suite 525
La Jolla, CA 92037
Phone: (858) 964-3720
(Address, including zip code, and telephone
number, including area code of registrant’s principal executive offices)
David Moss
Chief Financial Officer
1200 Prospect Street, Suite 525
La Jolla, CA 92037
Phone: (858) 964-3720
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Marc Ross, Esq.
Thomas A. Rose, Esq.
David B. Manno, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th
Floor
New York, New York 10036
Phone: 212-930-9700
Fax: 212-930-9725
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plants, check the following box: ☒
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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Amount
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maximum
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aggregate
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Amount of
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to be
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offering price
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offering
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registration
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Title of each class of Securities to be registered
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registered(1)
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per unit
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price(2)
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fee(3)
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Common stock, par value $0.001 per share
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—
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—
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Preferred stock, par value $0.001 per share
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—
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—
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—
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—
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Warrants(4)
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—
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—
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—
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—
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Units(5)
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—
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—
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—
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—
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Total
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$
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250,000,000
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$
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27,275
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(1)
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There are being registered hereunder such indeterminate number of shares of common stock, preferred stock, and warrants to purchase common stock or preferred stock, as shall have an aggregate initial offering price not to exceed $250,000,000. The securities registered also include such indeterminate amounts and numbers of common stock and preferred stock as may be issued upon conversion of or exchange for preferred stock that provide for conversion or exchange, upon exercise of warrants, or pursuant to the antidilution provisions of any such securities.
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(2)
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In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $250,000,000.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act. The total amount is being paid herewith.
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(4)
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Includes warrants to purchase common stock and warrants to purchase preferred stock.
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(5)
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Any of the securities registered hereunder may be sold separately, or as units with other securities registered hereby. We will determine the proposed maximum offering price per unit when we issue the above listed securities. The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
The information
in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating
to these securities that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not
permitted.
(Subject to Completion,
dated March 12, 2021)
PROSPECTUS
$250,000,000
INMUNE BIO, Inc.
Common Stock
Preferred Stock
Warrants
Units
We may from time to time, in one or more
offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred stock, warrants,
or a combination of these securities, or units, for an aggregate initial offering price of up to $250,000,000. This prospectus
describes the general manner in which our securities may be offered using this prospectus. Each time we offer and sell securities,
we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus
supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus
and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this
prospectus before you purchase any of the securities offered hereby.
We
are an “emerging growth company” under applicable Securities and Exchange Commission, or the SEC, rules and, as such,
have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.
This prospectus may not be used to offer
and sell securities unless accompanied by a prospectus supplement.
Our common stock is currently traded on the
NASDAQ Capital Market under the symbol “INMB.” On March 9, 2021, the last reported sales price for our common stock
was $13.73 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing
of the securities on the NASDAQ Capital Market or any other securities market or exchange covered by the prospectus supplement.
Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where
applicable.
We may offer the securities directly or through
agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities their
names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities through
agents, underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of
such securities. See “Plan of Distribution.”
The aggregate market value of our outstanding
common stock held by non-affiliates was approximately $238.5 million which was calculated based on 8,882,870 shares of outstanding
common stock held by non-affiliates as of March 9, 2021, and a price per share of $26.85, the closing price of our common stock
on January 19, 2021.
The securities offered by this prospectus
involve a high degree of risk. See “Risk Factors” beginning on page 5, in addition to Risk Factors contained in the
applicable prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated ___________, 2021
Table of Contents
You should rely only on the information
contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide
you with information different from that contained or incorporated by reference into this prospectus. If any person does provide
you with information that differs from what is contained or incorporated by reference in this prospectus, you should not rely on
it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this
prospectus. You should assume that the information contained in this prospectus or any prospectus supplement is accurate only as
of the date on the front of the document and that any information contained in any document we have incorporated by reference is
accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or
any prospectus supplement or any sale of a security. These documents are not an offer to sell or a solicitation of an offer to
buy these securities in any circumstances under which the offer or solicitation is unlawful.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process.
Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one of more
offerings up to a total dollar amount of proceeds of $250,000,000. This prospectus describes the general manner in which our securities
may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also add, update or change information contained in
this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement that contains specific
information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences
and any risk factors or other special considerations applicable to those securities. To the extent that any statement that we make
in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by reference in
this prospectus, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus
and any prospectus supplement together with the additional information described under “Where You Can Find More Information”
before buying any securities in this offering.
The terms “INmune Bio,” the “Company,”
“we,” “our,” or “us,” in this prospectus refer to INmune Bio, Inc. and its wholly-owned subsidiaries,
unless the context suggests otherwise.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents and information
incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our
management. All statements, other than statements of historical fact, included regarding our strategy, future operations, financial
position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements. Words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“think,” “may,” “could,” “will,” “would,” “should,” “continue,”
“potential,” “likely,” “opportunity” and similar expressions or variations of such words are
intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements. Examples
of our forward-looking statements include:
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our ability to raise funds for general corporate purposes and operations, including our research activities and clinical trials;
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our ability to recruit qualified management and technical personnel;
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the success of our clinical trials;
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our ability to obtain and maintain required regulatory approvals for our trials;
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our expectations regarding the use of our existing cash and the expected net proceeds of this offering;
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the other factors discussed in the “Risk Factors” section and elsewhere in this prospectus.
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Because forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you
should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in
our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in
the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge
from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable
law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new
information, future events, changed circumstances or otherwise.
This prospectus and the documents incorporated
herein by reference also refer to estimates and other statistical data made by independent parties and by us relating to market
size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned
not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the
future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
ABOUT INMUNE BIO INC.
We are a clinical-stage immunotherapy company
focused on reprogramming the patient’s innate immune system to treat disease. We do this by targeting four key cells of the
innate immune system, natural killer, or NK cells, and myeloid derived suppressor cells, or MDSC, hepatic stellate cells of the
liver, or HSC, and microglial cells of the central nervous system. NK cells are the body’s first line of defense due to their
innate ability to rapidly seek and destroy abnormal cells, such as cancer or virally-infected cells, without prior exposure or
activation by other support molecules required to activate adaptive immune cells such as T-cells. NK cells play a key role in the
immune-surveillance that prevents people from getting cancer and in eliminating residual disease which may cause people to relapse
after cytotoxic therapy. MDSC are myeloid cells produced in the bone marrow, take up residence in the tumor microenvironment, the
tissue associated with the cancerous cells, to protect the tumor from immunological attack by the patient’s immune system.
MDSC play a critical role in making the cancer resistant to immunotherapy such as currently approved checkpoint inhibitors. Microglial
cells are the primary immune cells of the central nervous system responsible for protecting the neural unit of microglia, astrocytes,
oligodendrocytes and neurons from infection. In the setting of chronic inflammation, microglial cells become activated and cause
dysfunction of the other three cells types in the neural unit resulting in neurodegenerative and neuropsychiatric diseases. Hepatic
stellate cells are immunologically active cells that are part of the liver architecture that support hepatocyte function in health
and disease. INB03, LivNate and XPro1595 are the identical drug used in different therapeutic arenas. INB03 is the name of the
drug for cancer targeted applications. XPro1595 in the name of the drug for neurology and psychiatric indications. LivNate is the
name of the drug for treatment of liver diseases.
We believe INKmune, our NK cell directed
therapy, and INB03, our MDSC directed therapy, and XPro1595, our microglial directed therapy and LivNate, our HSC directed therapy
offer unique strategies to improve the response of patients’ innate immune system to their cancer, neurologic and liver disease
respectively. These therapies will use a precision medicine approach to select patients who will benefit from the therapy and monitor
the response to the therapy. For oncology, neither INB03 nor INKmune therapy is cancer specific. The decision to use either INKmune
or INB03 as part of cancer therapies, or with each other, depends on immunologic parameters that can be tested in patients before
treatment. The type of cancer is not important. This means that both therapies can be used to treat patients with a variety of
hematologic malignancies and solid tumors that have the immunologic profile needed to respond. Put simply, we are treating the
immune system to attack the patients’ cancer, not targeting the patient’s cancer directly.
We believe that INKmune improves the ability
of the patient’s own NK cells to attack their tumor. INKmune itself will not kill cancer cells. INKmune interacts with the
patient’s NK cells to convert them from inert resting NK cells that ignores the cancer into primed NK cells that kill the
cancer cell. INKmune is a replication incompetent proprietary cell line we have named INB16 that is given to the patient after
determining that i) the patient has adequate NK cells in their circulation and ii) those NK cells are functional when exposed to
INKmune in vitro. INKmune is designed to be given to patients after their immune system has recovered after cytotoxic chemotherapy
to target the residual disease the remains after treatment with cytotoxic therapy.
Likewise, we believe XPro1595, our microglial
directed therapy, offers a unique strategy to decrease neuroinflammation, a key pathophysiology in neurodegenerative and neuropsychiatric
diseases. XPro1595 will use a precision medicine approach to select patients who will benefit from the therapy and monitor the
response to the therapy. The therapy is not diagnosis specific but will be used in patients who have biomarkers of neuroinflammation.
Our initial program with XPro1595 will be treating patients with Alzheimer’s disease with biomarkers inflammation.
Likewise, we believe LivNate, our HSC directed
therapy, offers a unique strategy to treat NASH by decreasing peripheral , regional and local inflammatory cycles that results
in hepatocyte ballooning and death, hepatitis and fibrosis, the core pathophysiology of many inflammatory liver diseases. Our initial
program with LivNate will be treating patients with NASH.
We reported a net loss of $12,099,159
and $7,678,313 for the years ended December 31, 2020 and 2019, respectively. We have an accumulated deficit of $33,375,340 as
of December 31, 2020.
Implications of Being an Emerging Growth Company and a Smaller
Reporting Company
As a company with less than $1.07 billion
in revenue during our last fiscal year, we qualify as an “emerging growth company,” as defined in the Jumpstart Our Business
Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements that are
otherwise applicable to public companies. These provisions include, but are not limited to:
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being permitted to present only two years of audited financial statements and two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;
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not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
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reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and
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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
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We may take advantage of these provisions
until the last day of our fiscal year following the fifth anniversary of our initial public offering. However, if certain events
occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross
revenue exceeds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we
will cease to be an emerging growth company prior to the end of such five-year period.
We have elected to take advantage of certain
of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements
in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive
from other public reporting companies in which you hold equity interests.
In addition, under the JOBS Act, emerging
growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We are also a “smaller reporting company,”
as that term is defined in Rule 12b-2 under the Exchange Act. As a result, many of the same exemptions from reporting requirements
available to us as an emerging growth company are also available to us as a smaller reporting company, including not being required
to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act and reduced disclosure obligations
regarding executive compensation. To the extent that we continue to qualify as a smaller reporting company, after we cease to qualify
as an emerging growth company, those exemptions may continue to be available to us.
Corporate Information
Our principal executive offices are located
at 1200 Prospect Street, Suite 525, La Jolla, California 92037. Our telephone number is (858) 964-3720. We maintain an Internet
website at www.inmunebio.com. The information contained on, connected to or that can be accessed via our website is not part of
this prospectus. We have included our website address in this prospectus as an inactive textual reference only and not as an active
hyperlink.
RISK FACTORS
Investing in our securities involves a high
degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors
described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q
and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs,
prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected by these
risks. For more information about our SEC filings, please see “Where You Can Find More Information”.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus
supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes,
including to support research and development, including clinical trials, and general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
General
The following description of our capital
stock, together with any additional information we include in any applicable prospectus supplement or any related free writing
prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under this
prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we
may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus
supplement. For the complete terms of our common stock and preferred stock, please refer to our articles of incorporation and our
bylaws that are incorporated by reference into the registration statement of which this prospectus is a part. The summary below
and that contained in any applicable prospectus supplement or any related free writing prospectus are qualified in their entirety
by reference to our articles of incorporation and our bylaws.
Common Stock
We are authorized to issue 200,000,000 shares
of common stock, $0.001 par value per share. As of the date of this prospectus, there are 14,932,638 shares of common stock
issued and outstanding. The outstanding shares of common stock are validly issued, fully paid and nonassessable.
Holders of common stock are entitled to one
vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights.
Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.
Holders of common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of
a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation,
merger or an amendment to the Company’s certificate of incorporation.
Holders of common stock are entitled to share
in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation,
dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment
of liabilities and after providing for each class of stock, if any, having preference over the common stock. The common stock has
no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to the common stock.
Preferred Stock
We are authorized to issue up to 10,000,000 shares of preferred
stock, par value $0.001 per share, from time to time in one or more series. On December 30, 2020, we filed a Certificate of Designation
of Series A Junior Preferred Stock with the Secretary of State of the State of Delaware to designate 45,000 shares as Series A
Preferred Junior Participating Preferred Stock. As of the date of this prospectus, there were no shares of our preferred stock
outstanding.
Our articles of incorporation authorizes
our Board of Directors to issue preferred stock from time to time with such designations, preferences, conversion or other rights,
voting powers, restrictions, dividends or limitations as to dividends or other distributions, qualifications or terms or conditions
of redemption as shall be determined by the Board of Directors for each class or series of stock. Preferred stock is available
for possible future financings or acquisitions and for general corporate purposes without further authorization of stockholders
unless such authorization is required by applicable law, the rules of the NASDAQ Capital Market or other securities exchange or
market on which our stock is then listed or admitted to trading.
Our Board of Directors may authorize the
issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the
holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change-in-control
of the Company.
A prospectus supplement relating to any series
of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:
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the title and stated or par value of the preferred stock;
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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
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whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
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the provisions for a sinking fund, if any, for the preferred stock;
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any voting rights of the preferred stock;
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the provisions for redemption, if applicable, of the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period;
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if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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The terms, if any, on which the preferred
stock may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement.
The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option,
and may include provisions pursuant to which the number of shares of our common stock to be received by the holders of preferred
stock would be subject to adjustment.
Transfer Agent and Registrar
The transfer agent for our common stock is
VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, New York 11598.
Listing
Our common stock is currently traded on the
NASDAQ Capital Market under the symbol “INMB”.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of
preferred stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock, and
may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement
to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in
connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of warrants. This summary of some provisions of the securities warrants is not complete. You should
refer to the securities warrant agreement, including the forms of securities warrant certificate representing the securities warrants,
relating to the specific securities warrants being offered for the complete terms of the securities warrant agreement and the securities
warrants. The securities warrant agreement, together with the terms of the securities warrant certificate and securities warrants,
will be filed with the SEC in connection with the offering of the specific warrants.
The applicable prospectus supplement will
describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
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●
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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
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the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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if appropriate, a discussion of Federal income tax consequences; and
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any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Warrants for the purchase of common stock
or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable
prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented
by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any securities warrants
to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock
or preferred stock purchasable upon exercise, including in the case of securities warrants for the purchase of common stock or
preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon
exercise.
DESCRIPTION OF UNITS
As specified in the applicable prospectus
supplement, we may issue units consisting of shares of common stock, shares of preferred stock or warrants or any combination of
such securities.
The applicable prospectus supplement will
specify the following terms of any units in respect of which this prospectus is being delivered:
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●
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the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units; and
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●
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN OF DISTRIBUTION
We may sell the securities offered through
this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through
agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices, which
may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices.
The prospectus supplement will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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any over-allotment options under which underwriters may purchase additional securities from us;
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the net proceeds from the sale of the securities
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any delayed delivery arrangements
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any initial public offering price;
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●
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any discounts or concessions allowed or reallowed or paid to dealers;
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any commissions paid to agents; and
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any securities exchange or market on which the securities may be listed.
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Sale Through Underwriters or Dealers
Only underwriters named in the prospectus
supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the
underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase
agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated
transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities
to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers.
If dealers are used in the sale of securities
offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the
public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the
dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities offered through
this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents
designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities
and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will
agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those
securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement indicates, we
may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the
public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date
in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus
supplement will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality of the foregoing,
we may enter into a continuous offering program equity distribution agreement with a broker-dealer, under which we may offer and
sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program,
sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions on the NASDAQ Capital
Market at market prices, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under the terms
of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price agreed
upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate terms
agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement
states otherwise, other than our common stock all securities we offer under this prospectus will be a new issue and will have no
established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters
that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any
time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage in stabilizing
transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act.
Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing
or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market
after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim
a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate
covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may,
if they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and dealers may be
entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under
the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with
or perform services for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the
issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP, New York, New York.
EXPERTS
The consolidated financial statements of
INmune Bio Inc. as of and for the years ended December 31, 2020 and 2019 appearing in INmune Bio Inc.’s Annual Report
on Form 10-K for the year ended December 31, 2020, have been audited by Marcum LLP, as set forth in its report thereon, included
therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
along with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website
at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street,
NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as
amended. This prospectus does not contain all of the information included in the registration statement, including certain exhibits
and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address
listed above or from the SEC’s internet site.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
This prospectus is part of a registration
statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information
that we file with them, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. The following documents are incorporated by reference and made a
part of this prospectus:
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our Annual Report on Form 10-K for the year
ended December 31, 2020 filed with the SEC on March 4, 2021;
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our Current Report on Form 8-K/A filed with the
SEC on January 4,
2021, and our Current Reports on Form 8-K filed with the SEC on January
19, 2021, January
21, 2021, January
25, 2021, March 2,
2021, March 5,
2021, March 9,
2021 and March 11, 2021;
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the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on February 1, 2019 (File No. 001-38793), including any amendment or report filed for the purpose of updating such description; and
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all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering.
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We also incorporate by reference any future
filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such
form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of
the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, until
we file a post-effective amendment that indicates the termination of the offering of the common stock made by this prospectus and
will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings
updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically
be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed
to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier
statements.
Notwithstanding the foregoing, information
furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference
in this prospectus.
The information about us contained in this
prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any
or all of these filings, at no cost, by writing or telephoning us at: David Moss, INmune Bio Inc., 1200 Prospect Street, Suite
525, La Jolla, CA 92037, telephone number (858) 964-3720.
$250,000,000
Common Stock
Preferred Stock
Warrants
Units
INMUNE BIO INC.
Prospectus
, 2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs
and expenses payable by the Registrant in connection with this offering, other than underwriting commissions and discounts, all
of which are estimated except for the SEC registration fee.
Item
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Amount
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SEC registration
fee
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$
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27,275
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Printing and engraving
expenses
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$
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*
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Legal fees and expenses
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$
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*
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Accounting fees and
expenses
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$
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|
*
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Transfer agent and
registrar’s fees and expenses
|
|
$
|
|
*
|
Miscellaneous
expenses
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|
$
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*
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Total
|
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$
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27,275
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*
|
*
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These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
The applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities.
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Item 15. Indemnification of Directors and Officers.
NRS 78.7502(1) provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or
(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid
in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action
or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all
the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Our Articles of Incorporation provides that
very person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative,
is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of
another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified
and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorney’s fees, judgements, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may
be enforced in any matter desired by such person. The expenses of the officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Company. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and,
without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.
NRS Section 78.747 provides
that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt
or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter
of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, offices or controlling persons of ours, pursuant to the foregoing
provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person
of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us
is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
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*
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To be filed by amendment or by a Current Report on Form 8-K and incorporated by reference herein.
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Item 17. Undertakings
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however, Paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(5) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is
an offer in the offering made by the undersigned registrant to the purchaser.
(b) The registrant hereby undertakes
that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The registrant hereby undertakes
that:
(1) For purposes of determining any
liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any
liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for fling
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of La Jolla, State of California, on March 12, 2021.
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INmune Bio Inc.
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By:
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/s/ Raymond J. Tesi, M. D.
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Raymond J. Tesi, M. D.
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Its:
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Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ David J. Moss
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David J. Moss
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Its:
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Each person whose signature appears below
constitutes and appoints Raymond J. Tesi and David J. Moss, and each of them severally, as his true and lawful attorney in fact
and agent, with full powers of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities,
to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration
statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
/s/ Raymond J. Tesi, M.D
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March 12, 2021
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Raymond J. Tesi, M.D.
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Chief Executive Officer and
Director (principal executive officer)
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/s/ David J. Moss
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March 12, 2021
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David J. Moss
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Chief Financial Officer
(principal financial and accounting officer)
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/s/ Timothy Schroeder
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March 12, 202
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Timothy Schroeder
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Director
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/s/ David Szymkowski
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March 12, 2021
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David Szymkowski
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Director
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/s/ J. Kelly Ganjei
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March 12, 2021
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J. Kelly Ganjei
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Director
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/s/ Scott Juda, JD
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March 12, 2021
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Scott Juda, JD
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Director
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/s/ Edgardo Baracchini
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March 12, 2021
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Edgardo Baracchini
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Director
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/s/ Marcia Allen
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March 12, 2021
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Marcia Allen
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Director
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II-6
INmune Bio (NASDAQ:INMB)
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