SEC Form SC 13D/A filed by INmune Bio Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 2)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
| INMUNE BIO INC. |
| (Name of Issuer) |
| COMMON STOCK, PAR VALUE $0.001 PER SHARE |
| (Title of Class of Securities) |
|
45782T 105 |
| (CUSIP Number) |
|
Raymond J. Tesi INmune Bio Inc. 225 NE Mizner Blvd, Suite 640 Boca Raton, FL 33432 (858) 964-3720 |
|
With Copies To: |
|
Thomas Rose, Esq. David Manno, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 37th floor New York, New York 10036 Tel: (212) 930-9700 Fax: (212) 930-9725 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
January 19, 2021 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| CUSIP No. 45782T 105 | 13D |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Raymond J. Tesi |
| 2 | CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) ☐ (b) ☐ Reporting person is affiliated with other persons |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
OO PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,155,403 (1) |
| 8 | SHARED VOTING POWER
| |
| 9 | SOLE DISPOSITIVE POWER
2,155,403 (1) | |
| 10 | SHARED DISPOSITIVE POWER
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,403 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%* |
| 14 | TYPE OF REPORTING PERSON
IN |
| * | Represents the percentage ownership based on 17,945,995 shares of common stock of INmune Bio Inc., Inc. outstanding as of April 20, 2022. |
| (1) | Includes 641,005 shares that may be acquired pursuant to the exercise of stock options within 60 days of this Schedule 13D/A. |
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Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”) of INmune Bio Inc., a Nevada corporation (the “Issuer”), whose principal executive offices are located at 225 NE Mizner Blvd, Suite 640, Boca Raton, FL 33432.
Item 2. Identity and Background.
| (a) | Raymond J. Tesi, an individual (the “Reporting Person”). |
| (b) | The business address of the Reporting Person is INmune Bio Inc., a Nevada corporation (the “Issuer”), whose principal executive offices are located at 225 NE Mizner Blvd, Suite 640, Boca Raton, FL 33432. |
| (c) | Reporting Person is the Chief Executive Officer, President and a Director of the Issuer. |
| (d) | Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Reporting person is a citizen of United States |
Item 3. Source and Amount of Funds or Other Consideration.
On January 19, 2021, the Reporting Person was granted an option to purchase 59,337 shares of common stock of the Issuer. The option was granted pursuant to Issuer’s 2019 Stock Incentive Plan. Twenty-five percent of the option vested 12 months from the date of grant and thereafter the remaining unvested option vests and becomes exercisable pro rata on a monthly basis over three (3) years (1/36 per month) until the option is 100% vested which shall occur on the four-year anniversary of the date of grant.
On June 22, 2021, the Reporting Person was granted an option to purchase 70,663 shares of common stock of the Issuer at an exercise price of $17.49 per option. The option was granted pursuant to the Issuer’s 2021 Stock Incentive Plan. Twenty-five percent of the Option vested 12 months from the date of grant and thereafter the remaining unvested option vests and becomes exercisable pro rata on a monthly basis over three (3) years (1/36 per month) until the option is 100% vested which shall occur on the four-year anniversary of the date of grant.
On July 7, 2021, and July 8, 2021, the Reporting Person sold 5,649 and 24,351 of the common stock of the Issuer, respectively, pursuant to a Rule 10b5-1 trading plan. These shares were sold in multiple transactions ranging from $20.00 to $20.04, and $20.00 to $20.21, respectively.
On August 25, 2021, the Reporting Person exercised an option in a cash transaction for 30,000 shares of common stock of the Issuer at an exercise price of $3.91 per option under Rule 16(b)(3). The option was granted to the Reporting Person under the Company’s 2019 Stock Incentive Plan.
On October 22, 2021, the Reporting Person disposed of 23,616 shares of common stock of the Issuer at $20.00 per share pursuant to a Rule 10b5-1 trading plan.
On October 27, 2021, the Reporting Person disposed of 6,517 shares of common stock of the Issuer at $20.00 per share pursuant to a Rule 10b5-1 trading plan.
On November 3, 2021, the Reporting Person disposed of 3,626 shares of common stock of the Issuer at $20.00 per share pursuant to a Rule 10b5-1 trading plan.
On March 21, 2022, the Reporting Person was granted an option to purchase 130,000 shares of common stock of the Issuer at an exercise price of $7.92 per option, pursuant to the Issuer’s 2021 Stock Incentive Plan. One third (1/3) of the option will vest at the one-year anniversary of the grant date 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 grant date.
On March 22, 2022, the Reporting Person purchased 23,724 shares of common stock directly from the Issuer for $8.43 per share.
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Item 4. Purpose of Transaction.
The information furnished in Item 3 is incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer.
| (a) | As of the date hereof, the Reporting Person beneficially owns 2,155,403 shares of the Issuer’s common stock, which represents approximately 11.6% of the Issuer’s common stock. |
| (b) | The Reporting Person may be deemed to hold sole voting and dispositive power over his 2,155,403 shares of common stock of the Issuer. |
| (c) | Other than the acquisition of the shares as reported herein, and as described under Item 4, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days or since the most recent filing of Schedule 13D, whichever is less. |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the securities of the Reporting Person. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
There are no contracts, agreements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.
| RAYMOND J. TESI | ||
| April 21, 2022 | By: | /s/ Raymond J. Tesi |
| Name: | Raymond J. Tesi | |
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