INmune Bio Announces Common Stock Purchase Agreement for up to $20.0 Million with Lincoln Park Capital
May 16 2019 - 9:04AM
INmune Bio,
Inc. (NASDAQ:
INMB), an
immunology company focused on developing treatments that harness
the patient’s innate immune system to fight disease, today
announced a common stock purchase agreement with Lincoln Park
Capital Fund, LLC (LPC), a Chicago-based institutional investor for
up to $20 million (subject to the terms of the agreements with
Lincoln Park), including an initial investment of $300,000. This
investment by LPC is in addition to LPC’s investment in INmune
Bio’s first round of funding in 2017, when INmune Bio was a private
company.
Subject to compliance with the transaction documents, INmune Bio
will have the option but not the obligation to sell to LPC up to an
additional $19.7 million in shares of common stock over a 24-month
period contingent and commencing upon the effectiveness of the
resale registration statement discussed below and satisfaction of
other conditions contained in the agreement. Proceeds from
the sales will be used for general corporate purposes, including
advancing the company's drug development pipeline.
The Company believes this funding option will help INmune Bio
advance its drug development pipeline into Phase II clinical
trials. “This financing agreement provides flexibility to
opportunistically access capital at our option under favorable
terms to advance our innate immune therapies in cancer and
Alzheimer’s disease,” said David Moss, CFO of INmune Bio.
Under the terms of the common stock purchase agreement and once
a registration statement relating to the transaction is declared
effective, INmune Bio will control the timing and amount of any
future sales of shares of common stock to LPC. LPC has no
right to require any sales by INmune Bio under the agreement but is
obligated to make purchases according to INmune Bio's direction, as
governed by the agreement. There are no upper limits to the
price LPC may pay to purchase common stock from INmune Bio and the
purchase price of the shares will be based on the prevailing market
prices of INmune Bio's shares at the time of each sale to
LPC. LPC has agreed not to cause or engage in any manner
whatsoever, in any direct or indirect short selling or hedging of
INmune Bio's shares of common stock. There are no limitations
on the use of proceeds, and there are no rights of first refusal,
participation rights, penalties or liquidated damages in the
purchase agreement. In consideration for entering into the
purchase agreement, INmune Bio has issued shares of common stock to
LPC as a commitment fee. INmune Bio maintains the right to
terminate the common stock purchase agreement at any time, at its
discretion, without any additional cost or penalty. A
description of the common stock purchase agreement and related
registration rights agreement is set forth in INmune Bio's Current
Report on Form 8-K filed today with the Securities and Exchange
Commission (SEC). No financial advisory fees were paid in
connection with the equity purchase agreement.
The securities sold and the securities that may be sold in the
future in this transaction have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and have
not been registered or qualified under any state securities laws,
and therefore may not be offered or sold in the United States
absent registration under the Securities Act or an applicable
exemption from such registration requirements, and registration or
qualification and under applicable state securities or “Blue Sky”
laws or an applicable exemption from such registration or
qualification requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About INmune Bio, Inc. INmune Bio, Inc. is a
publicly traded (NASDAQ: INMB) clinical-stage biotechnology company
developing therapies targeting the innate immune system to fight
disease. INmune Bio is developing three product platforms: two
products that reengineer the patient’s innate immune system’s
response to cancer and one product to treat neuroinflammation that
is currently focused on Alzheimer’s disease. INKmune is a natural
killer (NK) cell therapeutic that primes the patient’s NK cells to
attack minimal residual disease, the remaining cancer cells that
are difficult to detect, which often cause relapse. INB03 inhibits
myeloid derived suppressor cells (MDSC), which often cause
resistance to immunotherapy, such as anti-PD-1 checkpoint
inhibitors. XPro1595 targets neuroinflammation, which causes
microglial activation and neuronal cell death. INmune Bio’s product
platforms utilize a precision medicine approach for the treatment
of a wide variety of hematologic malignancies, solid tumors and
chronic inflammation. To learn more, please
visit www.inmunebio.com.
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact in this announcement are forward-looking
statements. These forward-looking statements involve known and
unknown risks and uncertainties and are based on current
expectations and projections about future events and financial
trends that the Company believes may affect its financial
condition, results of operations, business strategy and financial
needs. Investors can identify these forward-looking statements by
words or phrases such as "may," "will," "expect," "anticipate,"
"aim," "estimate," "intend," "plan," "believe," "potential,"
"continue," "is/are likely to" or other similar expressions. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in
these forward-looking statements are reasonable, it cannot assure
you that such expectations will turn out to be correct, and the
Company cautions investors that actual results may differ
materially from the anticipated results.
INmune Bio Contact: David Moss, CFO (858)
964-3720 DMoss@INmuneBio.com
Media Contact: Antenna Group Sharon Golubchik
(201) 465-8008 INmuneBio@AntennaGroup.com
Investor Contact: KCSA Strategic
Communications Valter Pinto / Scott Eckstein PH: (212)
896-1254 / (212) 896-1210 INmune@KCSA.com
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