Current Report Filing (8-k)
February 22 2023 - 4:01PM
Edgar (US Regulatory)
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2023-02-16
2023-02-16
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 16, 2023
|
INMUNE
BIO INC. |
|
|
(Exact
name of registrant as specified in charter) |
|
Nevada |
|
001-38793 |
|
47-5205835 |
(State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
of
incorporation) |
|
|
|
Identification
No.) |
225
NE Mizner Boulevard, Suite 640, Boca Raton, FL 33432
(Address
of Principal Executive Offices) (Zip Code)
(858)
964 3720
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per shares |
|
INMB |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On February 16, 2023, the Compensation Committee of
the Board of Directors of INmune Bio, Inc. (the “Company”) approved the issuance of an option to each non-employee director
(“Optionee”) to purchase 35,000 shares of the Company’s common stock with an exercise price of $9.74 under the Company’s
2021 Stock Incentive Plan (the “2021 Plan”). One third (1/3) of the options will vest at the one-year anniversary of the date
of grant and the remaining unvested option will become vested and exercisable 1/24th every month thereafter until the option is 100% vested,
which shall occur on the three-year anniversary of the date of grant. The options of all non-executive directors were granted entirely
from the 2021 Plan, except Marcia Allen. Ms. Allen was granted 19,024 options pursuant to the 2021 Plan, 7,313 options granted pursuant
to the 2019 Stock Incentive Plan and 8,663 options granted pursuant to the 2017 Stock Incentive Plan. The Company has executed a stock
option agreement with each Optionee.
On February 16, 2023, the Compensation Committee of
the Board of Directors of the Company approved the issuance of options to Ramond J. Tesi, the Company’s Chief Executive Officer,
and David Moss, the Company’s Chief Financial Officer, each to purchase 160,000 shares of common stock at an exercise price of $9.74
per share. One third (1/3) of the options will vest at the one-year anniversary of date of grant and the remaining unvested option will
become vested and exercisable 1/24th every month thereafter until the option is 100% vested, which shall occur on the three-year anniversary
of the date of grant. The options were granted from the 2021 Plan. The Company has executed a stock option agreement with Dr. Tesi and
Mr. Moss.
The option grants referenced above are qualified
by reference to their respective form of option agreement, each of which is being filed as an exhibit to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
INMUNE
BIO INC. |
|
|
Date:
February 22, 2023 |
By: |
/s/
David Moss |
|
|
David
Moss |
|
|
Chief
Financial Officer |
2
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