Current Report Filing (8-k)
February 22 2023 - 04:01PM
Edgar (US Regulatory)
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2023-02-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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
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INMUNE BIO INC. |
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(Exact
name of registrant as specified in charter) |
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Nevada |
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001-38793 |
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47-5205835 |
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(State
or other jurisdiction |
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(Commission
File Number) |
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(IRS
Employer |
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of
incorporation) |
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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):
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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☐ |
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:
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Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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Common Stock, par value $0.001 per shares |
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INMB |
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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.
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INMUNE
BIO INC. |
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Date:
February 22, 2023 |
By: |
/s/
David Moss |
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David
Moss |
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Chief
Financial Officer |
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