INmune Bio Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On June 27, 2025, INmune Bio, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two healthcare-focused institutional investors for the sale of an aggregate of 3,000,000 shares of common stock, par value $0.001 per share (the “Shares”), in a registered direct offering (the “Offering”) at a purchase price of $6.30 per share, priced at-the-market under Nasdaq rules, for aggregate gross proceeds to the Company of approximately $18.9 million, before deducting placement agent fees and expenses.
The Shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279036), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 7, 2024, and a prospectus supplement filed with the SEC on June 30, 2025. The Offering closed on June 30, 2025.
A.G.P./Alliance Global Partners acted as the sole placement agent for the Offering pursuant to a Placement Agency Agreement dated June 27, 2025 (the “Placement Agency Agreement”). The Company agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds and to reimburse certain legal and other expenses.
Sichenzia Ross Reference Carmel LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
On June 27, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Form 8-K.
On June 30, 2025, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01 of this Form 8-K.
Item 9.01 Financial statements and Exhibits
(d) Exhibits.
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 10.1 | Form of Securities Purchase Agreement, dated June 27, 2025 | |
| 10.2 | Form of Placement Agency Agreement, dated June 27, 2025 | |
| 23.1 | Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated June 27, 2025 | |
| 99.2 | Press Release, dated June 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 30, 2025 | By: | /s/ David Moss |
| David Moss | ||
| Chief Financial Officer | ||
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