false --12-31 0001711754 0001711754 2024-05-22 2024-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 22, 2024


  (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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On May 22, 2024, the Board of Directors of INmune Bio Inc. (the “Company”) approved an amendment to the Company’s bylaws (the “Amendment”) to change the voting standard for the election of the Company’s directors from plurality to a majority voting standard. The Amendment became effective on May 22, 2024.


The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.




Exhibit No   Description
3.1   First Amendment to the Bylaws of INmune Bio Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


Date: May 23, 2024 By: /s/ David Moss
    David Moss
    Chief Financial Officer





Exhibit 3.1


First Amendment to Bylaws




Inmune Bio, Inc.


WHEREAS, the Board of Directors (the “Board”) of INmune Bio, Inc., a Nevada Corporation (the “Company”), has deemed it advisable and in the best interest of the Company and its stockholders, pursuant to the Board’s Authority set forth in Article IX, Section 1,of the Bylaws of the Company (the “Bylaws”), to adopt amendments to the Bylaws to change the standard of electing directors to the board from a plurality of votes present at the annual meeting to a majority of votes present at the annual meeting.


NOWTHEREFORE, BE IT RESOLVED, that Article II, Section 2 of the Bylaws is deleted and replaced with the following:


Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a majority vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.” and be it further


RESOLVED, Article III, Section 1 of the Bylaws is deleted and replaced with the following:


Number and Election of Directors. The Board of Directors shall consist of one or more members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article, directors shall be elected by a majority of the votes cast at Annual Meetings of Stockholders. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.”


Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.





May 22, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 22, 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-38793
Entity Registrant Name INMUNE BIO INC.
Entity Central Index Key 0001711754
Entity Tax Identification Number 47-5205835
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 225 NE Mizner Boulevard
Entity Address, Address Line Two Suite 640
Entity Address, City or Town Boca Raton
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33432
City Area Code 858
Local Phone Number 964 3720
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per shares
Trading Symbol INMB
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false

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