UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
(Amendment
No. 3)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INMUNE
BIO INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
47-5205835 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
225
NE Mizner Blvd., Suite 640
Boca
Raton, Florida 33432 |
|
92037 |
(Address
of principal executive offices) |
|
(Zip Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class to be so registered |
|
Name
of each exchange on which each class is to be registered |
Preferred
Stock Purchase Rights |
|
The
Nasdaq Capital Market |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable
Securities
registered pursuant to Section 12(g) of the Act: None.
Item
1. Description of Registrant’s Securities to be Registered.
On December 30, 2020, the Board
of Directors (the “Board”) of INmune Bio Inc., a Nevada corporation (the “Company”), approved and adopted the
Rights Agreement, dated as of December 30, 2020 (the “Rights Agreement”), by and between the Company and VStock Transfer,
LLC, as rights agent. Pursuant to the Rights Agreement, the Board declared a dividend of one preferred share purchase right (each, a “Right”)
for each outstanding share of common stock, par value $0.001 per share, of the Company (each, a “Common Share” and, collectively,
the “Common Shares”). The Rights were distributable to stockholders of record as of the close of business on January 11, 2021.
On December 20, 2021, the Company
entered into Amendment No. 1 to the Rights Agreement between the Company and VStock Transfer, LLC, as rights agent (the “First
Amendment”), which amends the Rights Agreement. The First Amendment extended the expiration of the Rights Agreement to December
30, 2022.
On December 9, 2022, the Company
entered into Amendment No. 2 to the Rights Agreement between the Company and VStock Transfer, LLC, as rights agent (the “Second
Amendment”), which amends the Rights Agreement. The Second Amendment extended the expiration of the Rights Agreement to December
30, 2023.
On December 14, 2023, the Company
further amended the Rights Agreement pursuant to Amendment No. 3 (the “Third Amendment”), extending the expiration of
the Rights Agreement to December 30, 2024 and to update the notices authorized by the Rights Agreement.
The description of the Amendment
is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed on December 18, 2023.
Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value
$0.001 per share (each, a “Series A Preferred Shares”), of the Company (the “Preferred Shares”) at a price of
$300 per one one-thousandth of a Series A Preferred Share represented by a Right, subject to adjustment.
The Rights are in all respects
subject to and governed by the provisions of the Rights Agreement, as amended by the First Amendment, the Second Amendment and the Third
Amendment (collectively, the “Amendments”). A copy of the Rights Agreement was attached as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on December 30, 2020 (the “Original Form 8-K”). The description of the Rights is incorporated
herein by reference to the description set forth in Items 1.01 and 5.03 of the Original Form 8-K and is qualified in its entirety by reference
to the full text of the Rights Agreement, as amended by the Amendments.
Item
2. Exhibits.
See
the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
4.1 |
|
Rights Agreement, dated as of December 30, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2020). |
4.2 |
|
Amendment No. 1 to Rights Agreement, dated as of December 20, 2021, between INmune Bio Inc. and Vstock Transfer LLC (incorporated by reference to the Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 21, 2021). |
4.3 |
|
Amendment No. 2 to Rights Agreement, dated as of December 9, 2022, between INmune Bio Inc. and Vstock Transfer LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 12, 2023) |
4.4 |
|
Amendment No. 3 to Rights Agreement, dated as of December 14, 2023, between INmune Bio Inc. and Vstock Transfer LLC |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
| INMUNE BIO
INC. |
Date: December 18, 2023 |
|
|
|
By: |
/s/
David Moss |
|
Name: |
David Moss |
|
Title: |
Chief Financial Officer |
2
Exhibit 4.4
INMUNE
BIO INC.
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 (this
“Amendment”), dated as of December 13, 2023, to the Rights Agreement, dated December 30, 2020, as amended on December
20, 2021 and December 9, 2022 (the “Rights Agreement”), between INmune Bio Inc., a Nevada corporation (the “Company”),
and VStock Transfer LLC, as rights agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent have
executed and entered into the Rights Agreement;
WHEREAS, Section 27
of the Rights Agreement provides, the Company, by action of the Board, may from time to time and in its sole and absolute discretion,
and the Rights Agent shall if the Company so directs, supplement or amend the Rights Agreement in any respect without the approval of
any holders of Rights, including, without limitation to shorten or lengthen any time period provided in the Rights Agreement;
WHEREAS, to the knowledge of the Company, no Person
has become an Acquiring Person;
WHEREAS, the Board of Directors
of the Company has deemed it advisable and in the best interests of the Company and its stockholders to amend certain provisions of the
Rights Agreement as set forth herein; and
WHEREAS, pursuant to and
in accordance with Section 27 of the Rights Agreement, the Company desires to amend the Rights Agreement as set forth below.
NOW THEREFORE, in consideration
of the foregoing and the mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto hereby agree as follows:
1.
Section 7(a) of the Rights Agreement is hereby amended and restated as follows:
“(a) Subject to Section 7(e) hereof or as
otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set
forth in Section 9(c), Section 11(a)(iii), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with
the form of election to purchase and the certificate contained therein properly completed and duly executed, to the Rights Agent at the
office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as
the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one
one-thousandths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other
assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of
Business on December 30, 2024 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided
in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided
in Section 24 hereof (the earliest of (i), (ii), and (iii) being herein referred to as the “Expiration Date”). Except
for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the
Rights are no longer exercisable hereunder.”
2.
Section 26 of the Rights Agreement is hereby amended and restated as follows:
Section 26. Notices. Notices or demands authorized
by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company will be sufficiently
given or made if in writing and sent by a recognized national overnight delivery service, or first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent by the Company) as follows:
INmune Bio Inc.
225 NE Mizner Blvd., Suite 640
Boca Raton, Florida 33432
Attention: David Moss, Chief Financial Officer
with copies (which will not constitute notice)
to:
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st floor, New York
10036
trose@srfc.law
Attention: Thomas A. Rose, Esq.
Subject to the provisions of Section 21 hereof,
any notice or demand authorized by this Agreement to be given or made by the Company, or by the registered holder of any Rights Certificate
to or on the Rights Agent shall be sufficiently given or made if sent by (i) first-class mail, postage prepaid, (ii) a recognized national
overnight delivery service, prepaid, or (iii) courier or messenger service, in each case addressed (until another address is filed in
writing by the Rights Agent with the Company) as follows:
Vstock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
Phone: (212) 828- 8436
Notices or demands authorized by this Agreement
to be given or made by the Company or the Rights Agent to the registered holder of any Rights Certificate or, if prior to the Distribution
Date, to the registered holder of the Common Shares shall be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry books of the Rights Agent or, if prior to the Distribution
Date, as shown on the registry books of the transfer agent for the Common Shares.
3. Exhibit
B. Exhibit B to the Rights Agreement is hereby amended by deleting all references therein to “December 30, 2023” and inserting
“December 30, 2024” in place thereof.
4. Exhibit
C. Exhibit C to the Rights Agreement is hereby amended by deleting the reference therein to “December 30, 2023” in Section
4 and inserting “December 30, 2024” in place thereof.
5. Full
Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with
the provisions thereof.
6. Governing
Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State; provided, that all provisions regarding the rights, duties, liabilities
and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within the State of New York.
7. Counterparts;
Facsimiles and PDFs; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts will
for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being
understood that all parties need not sign the same counterpart. A signature to this Amendment executed or transmitted electronically
(including by facsimile and a portable document format signature) will have the same authority, effect and enforceability as
an original signature. No party hereto may raise the use of such electronic execution or transmission to deliver a signature, or the fact
that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the
formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity. This
Amendment shall be effective as of the date hereof.
8. Descriptive
Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this Amendment.
9. Rights
Agreement as Amended. From and after the date hereof, any reference to the Rights Agreement shall mean the Rights Agreement as amended
hereby.
10. Severability.
If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the day and year first above written.
|
INMUNE BIO INC. |
|
|
|
|
By: |
/s/ David Moss |
|
Name: |
David Moss |
|
Title: |
Chief Financial Officer |
|
VSTOCK TRANSFER, LLC, AS RIGHTS AGENT |
|
|
|
|
By: |
/s/ Young D. Kim |
|
Name: |
Young D. Kim |
|
Title: |
Compliance Officer |
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