What changed in this filing

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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-03-28 · 140 added, 120 removed, 80 unchanged (76% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures as of December 31, 2023.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures

of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits

under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s

management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of

possible controls and procedures.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our

disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.

Report of the Registered Public Accounting Firm

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

Securities and Exchange Commission that permit smaller reporting companies to provide only management’s report in this annual report.

Report on Internal Control Over Financial Reporting

CEO and our CFO are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Exchange Act Rules 13a-15(f).

Management conducted an assessment of the effectiveness of our internal control over financial

reporting as of December 31, 2023.

In making this assessment, management used the criteria described in Internal Control-Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our management concluded

that our internal controls over financial reporting were effective based on those criteria, as of December 31, 2023.

in Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed

to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the

reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its

principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures were effective at the reasonable assurance level as of December 31, 2024.

Attestation Report of the Registered Public

Accounting Firm

report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities

and Exchange Commission that permit smaller reporting companies to provide only management’s report in this annual report.

Management’s Report on Internal Control

Over Financial Reporting

Our CEO and our CFO are responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this

assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”).

Our management concluded that our internal controls over financial reporting

were effective based on those criteria, as of December 31, 2024.

Changes in Internal Control over Financial

Other Information

Director and Officer Trading Arrangements

(b) Director and Officer

Trading Arrangements

of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading

arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

information required by Part III is omitted from this report because the Company will file a definitive proxy statement within 120 days

after the end of its fiscal year pursuant to Regulation 14A (the Proxy Statement) for its annual meeting of stockholders, and certain

information included in the Proxy Statement is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

information required by this Item 10 will be set forth in the Proxy Statement and is incorporated in this report by reference.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Certain information required by Part III is omitted from this Annual

Report because the Company will file a definitive proxy statement within 120 days after the end of its fiscal year pursuant to Regulation 14A

(the Proxy Statement) for its annual meeting of stockholders, and certain information included in the Proxy Statement is incorporated

herein by reference.

Directors, Executive Officers and

Corporate Governance

The information required by this Item 10 will be set forth in the

Proxy Statement and is incorporated in this Annual Report by reference.

Executive Compensation

information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Compensation Plan Information

following table provides certain information with respect to all of our compensation plans in effect as of December 31, 2023:

The information required by this item will be set forth in the Proxy Statement

and is incorporated in this Annual Report by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table provides certain information

with respect to all of our compensation plans in effect as of December 31, 2024:

Plan Category

1 unchanged sentence

Available for

Equity Compensation Plans approved

by stockholders

Equity Compensation Plans approved by stockholders

7,203,307 (1)

Equity Compensation Plans not approved by stockholders

Consists of shares subject

to outstanding stock options, under the Amended and Restated INmune Bio Inc.

2021 Stock Incentive Plan (the “2021 Plan”),

the 2019 Stock Incentive Plan (the “2019 Plan”) and INmune Bio Inc.

of shares subject to outstanding stock options, under the Amended and Restated INmune Bio Inc.

2021 Stock Incentive Plan (the “2021

Plan”), the 2019 Stock Incentive Plan (the “2019 Plan”) and INmune Bio Inc.

2017 Stock Incentive Plan (the “2017

Plan) some of which are vested and some of which remain subject to the vesting of the respective equity award.

Consists of shares available

for future issuance under the 2021 Plan.

other information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

Certain Relationships and Related Transactions, and Director Independence

information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

of shares available for future issuance under the 2021 Plan and the 2019 Plan.

The other information required by this item will be set forth in the Proxy

Statement and is incorporated in this Annual Report by reference.

Certain Relationships and Related

Transactions, and Director Independence

The information required by this item will be set forth in the Proxy Statement

and is incorporated in this Annal Report by reference.

Principal Accounting Fees and Services

information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

The information required by this item will be set forth in the Proxy Statement

and is incorporated in this Annual Report by reference.

Description of Exhibit

Form of Placement Agent Agreement (Incorporated by reference to Exhibit 1.1 to the Registration Statement on Form S-1/A filed with the SEC on November 20, 2018).

Underwriting Agreement dated July 16, 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on July 16, 2020).

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Bylaws (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

First Amendment to the Bylaws of INmune Bio Inc.

(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2024).

Certificate of Designations of Series A Junior Participating Preferred Stock of INmune Bio Inc.

3 unchanged sentences

Form of Registrant’s common stock certificate (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Form of Placement Agent Common Stock Warrant (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Rights Agreement, dated as of December 30, 2020 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2020).

8 unchanged sentences

and VStock Transfer, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2023).

Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Amendment No.

4 to the Rights Agreement between INmune Bio Inc.

and VStock Transfer, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2024).

License Agreement between INmune Bio Inc.

5 unchanged sentences

(Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Employment Agreement between INmune Bio Inc.

and Raymond Tesi (Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Employment Agreement between INmune Bio Inc.

and David Moss (Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Consulting Agreement between INmune Bio Inc.

9 unchanged sentences

and Mark Lowdell (Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

First Amendment to Stock Issuance Agreement (Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Form of Waiver of Registration Rights.

(Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Form of Subscription Agreement to be used in connection with the Best Efforts Offering (Incorporated by reference to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Purchase Agreement between INmune Bio Inc.

and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

Registration Rights Agreement between INmune Bio Inc.

and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

Amendment to Securities Purchase Agreement between INmune Bio Inc.

and Raymond J.

Tesi (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 17, 2019).

Amendment to Securities Purchase Agreement between INmune Bio Inc.

Moss (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 17, 2019).

Sublease between INmune Bio Inc.

and CTI-Clinical Trial Services, Inc.

(Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on May 24, 2019).

Amendment No.

2 to Securities Purchase Agreement between INmune Bio Inc.

and Raymond J.

Tesi (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 24, 2019).

INmune Bio Inc.

5 unchanged sentences

and Raymond J.

Tesi (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

Tesi (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

Employment Agreement effective as of January 1, 2021 between INmune Bio Inc.

and David Moss (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

Form of Securities Purchase Agreement (incorporated by reference to the Current Report on 8-K filed with the SEC on July 15, 2021).

Form of Placement Agency Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Lease Agreement dated September 13, 2021 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 15, 2021).

At-the-Market Sales Agreement, dated March 10, 2021 between the Company and BTIG, LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 11, 2021).

Financial Advisory Agreement dated March 29, 2021 between the Company and National Securities Corp.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 29, 2021).

and David Moss (incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

Lease Agreement dated September 13, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 15, 2021).

At-the-Market Sales Agreement, dated March 10, 2021 between the Company and BTIG, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on March 11, 2021).

INmune Bio Inc.

2021 Stock Incentive Plan (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 3, 2021).

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 3, 2021).

Option Cancellation Agreement between the Company and Xencor, Inc.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Amendment to License Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

and Security Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

First Amendment to License Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Loan and Security Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Warrant to purchase common stock issued to SVB Innovation Credit Fund VIII, L.P.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Warrant to purchase common stock issued to Silicon Valley Bank (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Form of nonqualified stock option agreement option agreement between the Company and non-employee directors (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

Form of incentive stock option agreement between the Company and employees (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

Securities Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Placement Agency Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Lease Agreement dated September 13, 2021 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 15, 2021).

Form of Securities Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 24, 2022).

(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Warrant to purchase common stock issued to Silicon Valley Bank (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Form of nonqualified stock option agreement option agreement between the Company and non-employee directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

Form of incentive stock option agreement between the Company and employees (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 24, 2022).

Amended and Restated INmune Bio Inc.

2021 Stock Incentive Plan (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 1, 2023).

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 1, 2023).

Amendment No.

1 to At-the-Market Sales Agreement, dated August 16, 2023, between INmune Bio Inc., and BTIG, LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 16, 2023).

1 to At-the-Market Sales Agreement, dated August 16, 2023, between INmune Bio Inc., and BTIG, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on August 16, 2023).

First Amendment to Exclusive License Agreement between INmune Bio Inc.

and Immune Ventures LLC dated April 17, 2023 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 20, 2023).

Second Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher Education and Immune Ventures, LLC dated April 17, 2023 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 20, 2023).

and Immune Ventures LLC dated April 17, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 20, 2023).

Second Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher Education and Immune Ventures, LLC dated April 17, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 20, 2023).

Securities purchase agreement to purchase common stock and warrants (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 22, 2024).

Warrant to purchase common stock (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on April 22, 2024).

Securities purchase agreement to purchase common stock and warrants (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 26, 2024).

Warrant to purchase common stock (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 26, 2024).

Agency Agreement, dated April 24, 2024, between INmune Bio Inc.

and Maxim Group LLC (incorporated by reference to Exhibit 10.2

to Current Report on Form 8-K filed with the SEC on April 26, 2024) .

of Nonqualified Option Agreement of INmune Bio Inc.

(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed

with the SEC on May 16, 2024) .

of Incentive Stock Option Agreement of INmune Bio Inc.

(incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed

with the SEC on May 16, 2024) .

Stock Option Agreement between INmune Bio Inc.

Tesi, dated June 10, 2024 (incorporated by reference to Exhibit 10.1 to Current

Report on Form 8-K filed with the SEC on June 13, 2024) .

purchase agreement to purchase common stock and warrants (incorporated by reference to Exhibit 10.1 to the Current Report on Form

8-K filed with the SEC on September 16, 2024).

Warrant to purchase common stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 16, 2024).

At-the-Market Sales Agreement, dated August 9, 2024, by and among INmune Bio Inc., RBC Capital Markets, LLC and BTIG, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on August 9, 2024).

Insider Trading Policy.*

Subsidiaries.*

4 unchanged sentences

Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

INmune Bio Policy for recovery of erroneously awarded compensation*

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Bio Policy for recovery of erroneously awarded compensation (incorporated by reference to Exhibit 97.1 to our Annual Report on Form

10-K filed with the SEC on March 28, 2024).

XBRL Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

1 unchanged sentence

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

INMUNE BIO INC.

/s/ Raymond J.

5 unchanged sentences

(Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Raymond J.

President, Chief Executive Officer and Director

(Principal Executive Officer)

Chief Financial Officer,

Treasurer, Secretary

March 27, 2025

Chief Financial Officer, Treasurer, Secretary

(Principal Financial and Accounting Officer)

March 27, 2025

/s/ Timothy Schroeder

Timothy Schroeder

March 27, 2025

/s/ Scott Juda, JD

Scott Juda, JD

March 27, 2025

/s/ Marcia Allen

March 27, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures