What changed in this filing

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Item 9A. Controls and Procedures

2021-03-04 compared with 2020-03-11 · 171 added, 780 removed, 27 unchanged (97% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Evaluation 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, 2019.

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, 2020.

The term “disclosure controls and procedures,”

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.

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, due to the small size of the Company and limited segregation

of duties, our disclosure controls and procedures were not effective as of December 31, 2019.

Attestation Report of the Registered Public Accounting Firm

Our independent registered

public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting

for as long as we are an “emerging growth company”

pursuant to the provisions of the Jumpstart Our Business Startups

Management’s Report on Internal Control Over Financial

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).

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

as of December 31, 2019.

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, and continue to be ineffective, as of December 31, 2019 due to material

weaknesses in our internal controls due to the limited segregation of duties.

material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”)

Auditing Standard 1305) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement

of the annual or interim financial statements will not be prevented or detected.

It should be noted that any system of controls,

however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events.

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions, regardless of how remote.

In light of the material weakness described

above, the Company intends to devote additional resources to the accounting and finance department as soon as it becomes practical.

We believe that the financial statements included in this report fairly present, in all material respects, our financial condition,

results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls

over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

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

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, 2020.

Report of the Registered Public Accounting Firm

independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls

over financial reporting for as long as we are an “emerging growth company”

pursuant to the provisions of the Jumpstart

Our Business Startups Act.

Management’s

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, 2020.

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, 2020.

in Internal Control over Financial Reporting

2020, we engaged qualified accounting consultants to remediate the risks related to inadequate segregation of duties.

Other Information

DIRECTORS, EXECUTIVE OFFICERS,

AND CORPORATE GOVERNANCE

The following table

sets forth our executive officers and directors, their ages and position(s) with the Company.

President and CEO, and Director

Chief Financial Officer, Treasurer and Secretary

Mark Lowdell, PhD

Chief Scientific Officer

Tim Schroeder

David Szymkowski, PhD

Scott Juda, JD

Edgardo Baccharini

Directors are elected

annually and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected.

Officers are elected annually and serve at the discretion of the Board of Directors.

has been our President, Chief Executive Officer and a member of the board of directors of the Company since

the formation of the Company in September 2015.

From November 2011 until May 2015, Dr.

Tesi was CEO, President and Acting Chief

Medical Officer of FPRT Bio Inc., a development stage biotech formed to develop XPro1595 for the treatment of neurodegenerative

disease and other inflammatory diseases.

From November 2010 to October 2011, Dr.

Tesi was Chief Medical Officer of Adienne SRL,

an emerging biotech in Bergamo, Italy focused on products to treat patients with hematologic malignancy.

From June 2007 to September

Tesi was founder, CEO and President of Coronado Biosciences.

Tesi received his MD degree from Washington University

School of Medicine in 1982.

Tesi has been a licensed physician since 1982 and Fellow of the American College of Surgery since

Tesi’s significant experience with our licensed technology and his experience as a transplant surgeon, entrepreneur,

investor and director of start-up biopharmaceutical companies were instrumental in his selection as a member of the board of directors.

has been the Chief Financial Officer since our formation in September 2015.

From September 15, 2015 until April

Moss was also a member of our board of directors.

Moss is a director of CareSpan International, Inc.

and served as

a director of Pegasi Energy Resources Corporation from May 2007 to January 2014 and was a founding investor in Reliant Service

Group LLC which recently sold in 2015 to a leading private equity firm.

From 1996 until 2001 he served as Managing Partner at a

Seattle based venture capital firm, The Phoenix Partners.

From November 2010 until October 2011, Mr.

Moss was the Chief Executive

Officer, sole director and a majority shareholder of Tamandare Explorations Inc.

a private specialty pharmaceutical company.

October 2011 Tamandare Explorations engaged in a merger transaction pursuant to with Tonix Pharmaceuticals Holding Corp., which

at the time had its common stock listed on the OTC Bulletin Board and is currently listed on Nasdaq Capital Market.

In connection

with the merger transaction Mr.

Moss resigned as Tamandare Explorations Chief Executive Officer and a member of its board of directors.

From 2001 until the formation of INmune Bio in 2015, Mr.

Moss has invested in healthcare technology companies.

Moss holds an

MBA from Rice University and a BA in Economics from the University of California, San Diego.

Mark Lowdell ,

was a member of the board of directors of the Company from its formation in September 2015 until July 2018 and

has been our Chief Scientific Officer since October 2015.

Lowdell is Professor of Cell and Tissue Therapy at University College

London where he has led a translational immunotherapy group since 1994.

Since February 2009, Prof.

Lowdell has also been Director

of Cellular Therapy at the Royal Free London NHS Foundation Trust.

He received his PhD in clinical immunology from London Hospital

Medical College, University of London in 1992 and is a qualified immunopathologist.

Lowdell’s education and significant

academic and clinical experience with cellular therapies were instrumental in his selection as Chief Scientific Officer.

Timothy Schroeder

has been one of our directors since December 2016.

Timothy Schroeder, CEO and Founder of CTI Clinical Trial & Consulting

Services (“CTI”), has over 35 years of clinical, academic, and industry experience in global drug and device development

CTI, founded in 1999, is a multi-national research firm with associates in North America, Europe, Latin America and Asia-Pacific.

The firm has supported more than 100 drug and device approvals, and currently works on behalf of approximately 120 global pharmaceutical

and biotechnology companies.

Prior to founding CTI, Mr.

Schroeder held numerous faculty positions with the University of Cincinnati

College of Medicine.

He was also the founding Executive Vice President of Clinical Development at SangStat Medical Corporation,

which went public in 1995.

Schroeder is currently a board member for over a dozen corporate and non-profit organizations, including

Xavier University, which he attended.

Schroeder was named as an EY Entrepreneur of the Year in 2015 and was recognized as Top

Leader by the Enquirer Media in 2016.

Schroder has significant clinical trial and drug development experience which is why

he was selected as a member of the board of directors

David Szymkowski,

Ph.D has been one of our directors since August 2018.

Szymkowski has been the vice president of Cellular biology at

Xencor whose common stock is listed on NASDAQ is a clinical-stage biopharmaceutical company developing

engineered monoclonal antibodies for treatment of autoimmune diseases, asthma and allergic diseases and cancer.

leads the immunology group as Vice President of Cell Biology at Xencor Inc.

where he is focused on translational development of

Fc-engineered and bispecific antibodies for the treatment of autoimmune diseases, allergic diseases, and cancer.

Prior to joining

Xencor in 2002, Dr.

Szymkowski was a principal scientist in the respiratory group at Roche Bioscience in Palo Alto, CA.

he was a virology program leader at Roche Pharmaceuticals in the U.K.

With 25 years of big pharma and biotech R&D experience

at Roche and at Xencor, Dr.

Szymkowski has been instrumental in 10 IND submissions, coauthored over forty papers and reviews, is

an inventor on over a dozen patents, and speaks frequently on the development of antibody therapeutics and other biologics.

Szymkowski has contributed to the advancement of numerous antibody drugs into clinical trials for lupus, asthma, allergy, and hematological

and solid tumors.

He received his B.A.

at Johns Hopkins University and his Ph.D.

in molecular and cell biology from Penn State,

and completed a postdoc at the Imperial Cancer Research Fund (U.K.).

Szymkowski serves on the board as the Xencor representative

pursuant to a voting agreement with other shareholders of the Company, and has significant experience in pharmaceutical business

Kelly Ganjei,

has been one of our directors since September 2016.

Ganjei joined Cognate BioServices, Inc.

in 2011 as the Chief Executive

Ganjei has over 20 years of experience within the life science, venture capital and IT sectors and has lead companies

through various stages of development, ranging from the virtual start-up, to the mid-cap restart, through the exponential growth

phase, and into a public exit.

Prior to joining Cognate, Mr.

Ganjei was the principal at an SBA venture capital firm where he was

brought on to support deal flow into and out of the fund, with a specific focus on regenerative medicine, immunotherapy and cell

therapy investment opportunities.

While in this role, he helped the venture capital firm exit the SBA program and was the key driver

of several other strategic deals for various portfolio companies.

Previously, Mr.

Ganjei was the CEO and Co-founder of Remegenix,

Prior to Remegenix, Inc., was a Vice President of Business Development at TissueGene, Inc., Mr.

Ganjei helped close several

tranches of TissueGene’s Series A and B funding and was responsible for developing the global informatics infrastructure

for the company and its affiliates.

Prior to TissueGene, Inc., Mr.

Ganjei served as a Product Marketing Manager for LabVantage

where he was the key technical sales and marketing lead for LabVantage’s life science software product offering globally

and was responsible for the design of all life science product initiatives.

Ganjei has published numerous scientific, peer-reviewed

papers in a number of journals and has been an invited guest speaker and presenter at various business forums.

Ganjei received

in Microbiology from the University of Maryland College Park in 1995 and began his career at NIH in May of the same year.

Ganjei has significant biotechnology start-up experience along with drug manufacturing knowledge which is why he was selected

as a member of the board.

has been one of our directors since March 2018.

He is the Manager and Co-Founder of Fossick Capital, a technology focused hedge

From 2012 to 2016, Scott was the Chief Executive Officer and Co-Founder of The Juda Group, Inc., a division of CCM, an institutional

capital markets focused broker-dealer.

Scott was at SMH Capital from 2002 until 2011, serving as a Managing Director in the Investment

Banking Group as well Chief Operating Officer of The Juda Group subsidiary.

From 2000 to 2002, Mr.

Juda was an institutional sales-trader

for Sutro & Co.

From 1997 to 2000, Scott practiced corporate and securities law at Buchalter Nemer LLP.

Juda received his

bachelor’s degree from the University of Southern California and his juris doctor from the University of Pepperdine School

Juda is a member of the State Bar of California.

Baracchini, has been one of the Company’s directors since August 2019.

He is also current a member of the board of

directors of 4D Pharma PLC.

Prior to providing biotech consulting services since September 2018, Ed was chief business officer

of Xencor, Inc., biopharmaceutical company focused on autominnue diseases, asthma and cancer, from 2010 to 2018.

From 2002 to 2009,

Ed was associated with Metabasis Therapeutics, initially as vice president of business development, and later as SVP of business

Ed holds over 25 years of experience in structuring and negotiating research and development partnerships, mergers

and acquisitions, and licensing agreements.

He has personally, negotiated more than 80 business transactions with multinational

and Asian pharmaceutical firms, biotechnology companies, and prominent universities, leading to transactions valued in excess of

$5.3 billion.

Significant experience in alliance management, strategic planning, and IR/PR.

Additionally, have been a key member

of executive teams that have raised over $850 million in private and public financing, and that have successfully completed two

Ed received his MBA from the University of California, Irvine, his PhD in molecular and cell biology from the University

of Texas at Dallas, and his B.S.

in microbiology from the University of Notre Dame.

Marcia Allen has been one

of the Company’s directors since November 2019.

She is the CEO and founder of Allen & Associates.

For the past twenty

years she has been devoted to venture capital and corporate finance representing both investors and companies, primarily in the

small to mid-cap arena.

Her focus has been on building asset value through acquisition and internal growth funded by institutional

investment groups.

In this capacity, Ms.

Allen was a Managing Director of Elite Capital, Inc., a Southern California Venture Capital

She has also served as principal at Allen/Brenner, Inc., an Orange County based money and cash management firm.

was responsible for building its portfolio under management to approximately $1.0 billion at which time she divested the client

base to a major Wall Street investment banking firm.

During these years Ms.

Allen was a founder and served as CFO and Director

of The Movie Group, (“AMX”) the originating company which is today Lionsgate Entertainment (NYSE).

She has more than

25 years with mergers and acquisitions, corporate finance and CFO and CEO experience.

Allen was a Chief Financial Officer and

Corporate Development Officer for W.R.

(NYSE) and was part of the founding group of Ruby Tuesday, Inc., (“NYSE”)

a national restaurant chain.

She relocated to join Taco Bell, Inc.

as the Company's Chief Financial Officer where she structured

and facilitated the acquisition of Taco Bell, Inc.

by PepsiCo, Inc.

Her expertise in the corporate world comes from both the operational

sector and investment arena, which gives her unique insight and advantage.

Allen received a Bachelors, Finance

and Accounting from Haslam College of Business at the University of Tennessee in finance and accounting.

She has been a speaker

for Strategic Research Institute, Inc.

magazine, the National Restaurant Association, the California Restaurant

Association, the American Institute of Certified Public Accountants and the Los Angeles Venture Association (LAVA).

She is active

in numerous civic and political organizations and sits on the Board of Directors of several public and private companies and philanthropic

organizations.

She currently serves as the chairperson of the Audit Committee and as an independent director of Ark Restaurants

(NASDAQ), an owner and operator of 20 restaurants and bars, 21 fast food concepts, and catering operations primarily in New

Washington, DC;

and Las Vegas, NV.

Family Relationships

Corporate Governance

We are committed

to maintaining strong corporate governance practices that benefit the long-term interests of our Shareholders by providing for

effective oversight and management of the Company.

Our governance policies, including our Corporate Communications Policy, Insider

Trading Policy, Code of Conduct, and Committee Charters can be found on our website at http://www.inmunebio.com/.

The Nominating and

Corporate Governance Committee regularly reviews our corporate governance policies, Code of Conduct, and Committee Charters to

ensure that they take into account developments at the Company, changes in regulations and listing requirements, and the continuing

evolution of best practices in the area of corporate governance.

The Board conducts

an annual self-evaluation in order to assess whether the directors, the committees, and the Board are functioning effectively.

The Board has granted

Mark Lowdell and David Moss rights to observe board meetings as long as they each own at least 750,000 shares of the Company’s

common stock.

Code of Ethics

We have a Code of

Ethics that applies to our principal executive officers and principal financial officer, principal accounting officer or controller,

or persons performing similar functions and also to other employees.

Our Code of Ethics can be found on our website at www.inmunebio.com.

Involvement in Certain Legal Proceedings

Except as disclosed

in the bios above, our Directors and Executive Officers have not been involved in any of the following events during the past ten

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees

Our Board of Directors

has established three standing committees:

an audit committee, a nominating and corporate governance committee and a compensation

committee, which are described below.

Members of these committees are elected annually at the regular board meeting held in conjunction

with the annual stockholders’

The charter of each committee is available on our website at www.inmunebio.com.

Audit Committee

The Audit Committee,

among other things, is responsible for:

Appointing, approving the compensation of, overseeing the work of, and assessing the independence, qualifications, and performance of the independent auditor;

reviewing the internal audit function, including its independence, plans, and budget;

approving, in advance, audit and any permissible non-audit services performed by our independent auditor;

reviewing our internal controls with the independent auditor, the internal auditor, and management;

reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

overseeing our financial compliance system;

overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology.

The Board has affirmatively

determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members

under SEC rules and the NASDAQ Stock Market.

The Board of Directors has adopted a written charter setting forth the authority and

responsibilities of the Audit Committee.

The Board has affirmatively determined that each member of the Audit Committee is financially

literate, and that all members meet the qualifications of an Audit Committee financial expert.

The Audit Committee consists of

Tim Schroeder, Scott Juda and Kelly Ganjei.

Scott Juda is the chairman of the Audit Committee.

Compensation Committee

The Compensation

Committee is responsible for establishing and administering our executive compensation policies.

The role of the Compensation Committee

is to (i) formulate, evaluate and approve compensation of the Company’s directors, executive officers and key employees,

(ii) oversee all compensation programs involving the use of the Company’s stock, and (iii) produce, if required under the

securities laws, a report on executive compensation for inclusion in the Company’s proxy statement for its annual meeting

of shareholders.

The duties and responsibilities of the Compensation Committee under its charter include:

Annually reviewing and setting compensation of executive officers;

Periodically reviewing and making recommendations to the Board with respect to compensation of non-employee directors;

Reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive Officer’s performance in light of those goals and objectives, and setting the Chief Executive Officer’s compensation levels based on this evaluation;

Reviewing competitive practices and trends to determine the adequacy of the executive compensation program;

Approving and overseeing incentive compensation and equity-based plans for executive officers that are subject to Board approval;

Making recommendations to the Board as to the Company’s compensation philosophy and overseeing the development and implementation of compensation programs;

Periodically reviewing and making recommendations to the Board with respect to compensation of non-employee directors;

When appropriate,

the Compensation Committee may, in carrying out its responsibilities, form and delegate authority to subcommittees.

The Chief Executive

Officer plays a role in determining the compensation of our other executive officers by evaluating the performance of those executive

The Chief Executive Officer’s evaluations are then reviewed by the Compensation Committee.

This process leads to

a recommendation for any changes in salary, bonus terms and equity awards, if any, based on performance, which recommendations

are then reviewed and approved by the Compensation Committee.

The Compensation

Committee has the authority, at the Company’s expense, to select, retain, terminate and set the fees and other terms of the

Company’s relationship with any outside advisors who assist it in carrying out its responsibilities, including compensation

consultants or independent legal counsel.

The Board has adopted

a written charter setting forth the authority and responsibilities of the Compensation Committee.

The Compensation Committee consists

of Scott Juda, Tim Schroeder and Kelly Ganjei.

Tim Schroeder is the chairman of the Compensation Committee.

The Board has affirmatively

determined that each member of the Compensation Committee meets the additional independence criteria applicable to compensation

committee members under SEC rules and the NASDAQ Stock Market.

Nominating and Corporate Governance

The Nominating and

Corporate Governance Committee, among other things, is responsible for:

reviewing and assessing the development of the executive officers, and considering and making recommendations to the Board regarding promotion and succession issues;

evaluating and reporting to the Board on the performance and effectiveness of the directors, committees, and the Board as a whole;

working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience, including diversity considerations, for the full Board and each committee;

annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;

reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Policies and Committee Charters;

recommending to the Board individuals to be elected to fill vacancies and newly created directorships;

overseeing the Company’s compliance program, including the Code of Conduct;

overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures.

The Board of Directors

has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee consists of Tim Schroeder, Scott Juda and Kelly Ganjei.

Kelly Ganjei is the chairman

of the Nominating and Corporate Governance Committee.

Board of Director Meetings and Attendance

Our Board of Directors met in person and

telephonically 4 times during 2019 and also approved Board resolutions or acted by unanimous written consent 5 times.

then-members of our Board of Directors was present at 75% or more of the Board of Directors meetings held in 2019.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities

Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock

(referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities

relating to our common stock.

Such reporting persons are required by the SEC regulations to furnish us with copies of all Section

16(a) reports they file.

Based solely upon a review of copies of Section 16(a) reports and representations received by us from

reporting persons, a Form 3 was filed late by Raymond Tesi, David Moss, Mark Lowdell, Tim Schroeder, J Kelly Ganjei, David Szymkowski,

Scott Juda and Xencor, Inc.

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 2021 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.

Executive Compensation

The following table

sets forth the compensation for our fiscal years ended December 31, 2019 and 2018 earned by or awarded to, as applicable, our principal

executive officer, principal financial officer and our other most highly compensated executive officers as of December 31, 2019

In this Annual Report, we refer to such officers as our “Named Executive Officers.”

Summary Compensation Table

Name and Principal Position

CEO/President/CMO

2,557,847 (4)

2,557,847 (6)

Mark Lowdell,

2,557,847 (8)

The amounts shown in the “Option and Stock Awards”

column represent the aggregate grant date fair value of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the Named Executive Officer during 2019 and 2018.

ASC 718 fair value amount as of the grant date for stock options generally is spread over the number of months of service required for the grant to vest.

The fair value of

each stock option award is estimated as of the date of grant using the Black-Scholes valuation model.

Additional information

regarding the assumptions used to estimate the fair value of all stock option awards is included in Note 7 to Consolidated

Financial Statements.

On November 25,

Tesi received a grant of an option to purchase up to 300,000 shares of Common Stock at an exercise price of $3.91

On January 1, 2018

Tesi received a grant of an option to purchase up to 400,000 shares of Common Stock at an exercise price of $7.80 per

On November 25,

Moss received a grant of an option to purchase up to 300,000 shares of Common Stock at an exercise price of $3.91

On January 1, 2018

Moss received a grant of an option to purchase up to 400,000 shares of Common Stock at an exercise price of $7.80 per

On November 25,

Lowdell received a grant of an option to purchase up to 180,000 shares of Common Stock at an exercise price of $3.91

On January 1, 2018

Lowdell received a grant of an option to purchase up to 400,000 shares of Common Stock at an exercise price of $7.80 per

Employment Agreements

The Company and David

Moss have entered into an employment agreement, dated January 1, 2018, pursuant to which Mr.

Moss is serving as our Chief Financial

Pursuant to the employment agreement, Mr.

Moss is paid a salary of $120,000 per annum provided that if we raise gross

proceeds of at least $5,000,000 from an offering then his salary shall increase to $250,000 per annum and if we receive gross proceeds

of at least $12,000,000 then Mr.

salary will increase to $350,000.

Pursuant to the employment agreement if Mr.

is terminated without cause, or if he terminates his employment for good reason, (as those terms are defined in the employment

agreement) we will be required to pay him a lump sum payment equal to one times the period of time Mr.

Moss worked for us without

compensation.

This period began on September 1, 2015 and runs until the first compensation received under an employment agreement

with we after completion of the public offering.

Beginning on November 1, 2019, Mr.

Moss’s salary was increased from $20,833

per month to $25,000 per month.

The Company and Raymond

Tesi, MD, have entered into an employment agreement, dated January 1, 2018, pursuant to which Dr.

Tesi is serving as our Chief

Executive Officer and President.

Pursuant to the employment agreement, Dr.

Tesi is paid a salary of $120,000 per annum provided

that we raise gross proceeds of at least $5,000,000 from an offering then his salary shall increase to $250,000 per annum and if

we receive gross proceeds of at least $12,000,000 then Dr.

Tesi’s salary will increase to $350,000.

Pursuant to the employment

agreement if Dr.

Tesi is terminated without cause, or if he terminates his employment for good reason, (as those terms are defined

in the employment agreement) we will be required to pay him a lump sum payment equal to one times the period of time Dr.

for the Company without compensation.

This period began on September 1, 2015 and runs until the first compensation received under

an employment agreement with we after completion of the public offering.

Beginning on November 1, 2019, Dr.

Tesi’s salary

was increased from $20,833 per month to $25,000 per month.

Consulting Agreement

The Company and Mark

Lowdell, PhD, have entered into a consulting agreement, dated January 1, 2018, pursuant to which Dr.

Lowdell is serving as our

Chief Scientific Officer.

Lowdell was paid fees of $142,810 during 2019.

Outstanding Equity Awards at Fiscal

The following table

summarizes the total outstanding equity awards as of December 31, 2019, for each Named Executive Officer:

Option Awards

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price

Option Expiration

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

Director Compensation

The following table sets forth the compensation of our directors

for the year ended December 31, 2019, who are not one of our Named Executive Officers:

Fees Earned or Paid in Cash

All Other Compensation

Tim Schroeder

Edgardo Barracchini

David Szymkowski

This column shows the grant date fair value of awards computed in accordance with stock-based compensation accounting rules Accounting Standards Codification Topic 718.

During 2019, Mr.

Schroeder was granted options to purchase 108,000 shares of the Company’s common stock at an exercise price of $3.91 per

share, of which 3,000 options a month vest until the 108,000 options have vested subject to the conditions set forth in the option

agreement between the Corporation and Mr.

The Options were granted from the Company’s 2019 Stock Incentive Plan.

During 2019, Mr.

Ganjei was granted options to purchase 108,000 shares of the Company’s common stock at an exercise price of $3.91 per share,

of which 3,000 options a month vest until the 108,000 options have vested subject to the conditions set forth in the option agreement

between the Corporation and Mr.

The Options were granted from the Company’s 2019 Stock Incentive Plan.

During 2019, Dr.

Baracchini was granted options to purchase 108,000 shares of the Company’s common stock at an exercise price of $3.91 per

share, of which 36,000 options vest on the first anniversary of the grant date and the remaining 72,000 stock options vest monthly

thereafter over the following twenty-four months until the 108,000 options have vested subject to the conditions set forth in the

option agreement between the Corporation and Dr.

The options were granted from the Company’s 2019 Stock Incentive

During 2019, Mr.

Juda was granted options to purchase 108,000 shares of our common stock at an exercise price of $3.91 per share, of which 3,000

options a month vest until the 108,000 options have vested subject to the conditions set forth in the option agreement between

the Corporation and Mr.

The options were granted from our 2019 Stock Incentive Plan.

During 2019, Mrs.

Allen was granted options to purchase 108,000 shares of the Company’s common stock at an exercise price of $3.91 per share,

of which 36,000 options vest on the first anniversary of the grant date and the remaining 72,000 stock options vest monthly thereafter

over the following twenty-four months until the 108,000 options have vested subject to the conditions set forth in the option agreement

between the Corporation and Mrs.

The options were granted from the Company’s 2019 Stock Incentive Plan.

Equity Compensation Plan Information

Adoption of INmune Bio, Inc.

Incentive Plan

On September 12,

2019, the shareholders of INmune Bio, Inc.

approved the INmune Bio, Inc.

2019 Stock Incentive Plan (the “2019 Plan”).

The purpose of the 2019 Plan is to promote the interests of the Company and its stockholders by providing (i) officers and employees,

(ii) advisors, and (iii) non-employee directors with appropriate incentives and rewards.

The 2019 Plan provides

for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards

and cash-based awards.

The 2019 Plan also provides for the granting of performance stock awards so that the Board may use performance

criteria in establishing specific targets to be attained as a condition to the grant or vesting of awards under the 2019 Plan.

The 2019 Plan provides

for the grant of stock awards to employees, directors and consultants of the Company and its affiliates covering an aggregate of

2,000,000 shares of common stock, subject to adjustments in the event of certain changes to the Company’s capitalization.

The common stock

subject to the 2019 Plan may be unissued shares or reacquired shares, including shares purchased on the open market.

award granted under the 2019 Plan is forfeited, expires or is canceled or settled without issuance of common stock it shall not

count against the maximum number of shares that may be issued under the 2019 Plan.

The Board has broad

discretion in making grants under the 2019 Plan and may make grants subject to such terms and conditions as determined by the Board

or a duly appointed committee thereof.

Grants under the 2019 Plan will be subject to the terms and conditions set forth in the

document making the award, including, without limitation any applicable purchase price and provisions pursuant to which the grant

may be forfeited.

The Board may terminate

or amend the 2019 Plan at any time, except for certain actions that may not be taken without stockholder approval.

The 2019 Plan

is scheduled to terminate in 2029.

Adoption of INmune Bio, Inc.

Incentive Plan

On November 15, 2017,

the Board approved the INmune Bio, Inc.

2017 Stock Incentive Plan (the “2017 Plan”).

The purpose of the 2017 Plan is

to promote the interests of the Company and its stockholders by providing (i) officers and employees, (ii) advisors, and (iii)

non-employee directors with appropriate incentives and rewards.

The 2017 Plan provides

for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards

and cash-based awards.

The 2017 Plan also provides for the granting of performance stock awards so that the Board may use performance

criteria in establishing specific targets to be attained as a condition to the grant or vesting of awards under the 2017 Plan.

The 2017 Plan provides

for the grant of stock awards to employees, directors and consultants of the Company and its affiliates covering an aggregate of

1,700,000 shares of common stock, subject to adjustments in the event of certain changes to the Company’s capitalization.

The common stock

subject to the 2017 Plan may be unissued shares or reacquired shares, including shares purchased on the open market.

award granted under the 2017 Plan is forfeited, expires or is canceled or settled without issuance of common stock it shall not

count against the maximum number of shares that may be issued under the 2017 Plan.

The Board has broad

discretion in making grants under the 2017 Plan and may make grants subject to such terms and conditions as determined by the Board

or a duly appointed committee thereof.

Grants under the 2017 Plan will be subject to the terms and conditions set forth in the

document making the award, including, without limitation any applicable purchase price and provisions pursuant to which the grant

may be forfeited.

The Board may terminate

or amend the 2017 Plan at any time, except for certain actions that may not be taken without stockholder approval.

The 2017 Plan

is scheduled to terminate in, 2027.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table

sets forth certain information with respect to the beneficial ownership of our common stock as of March 3, 2020:

each of our current directors and executive officers;

all of our current directors and executive officers as a group;

each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.

Except as indicated

by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below

have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to

applicable community property laws.

Our calculation of

the percentage of beneficial ownership is based on 10,746,948 shares of common stock outstanding as of March 3, 2020.

We have determined

beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership

for any other purpose.

Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial

owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship

or otherwise has or shares:

(i) voting power, which includes the power to vote or to direct the voting of shares;

and (ii) investment

power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially

owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise

of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any

person or persons, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person

or persons (and only such person or persons) by reason of these acquisition rights.

Name and Address(1)

Common Stock Owned

Number of Shares Exercisable Within 60 Days

Percentage of Common Stock

Executive Officers and Directors

441,665 (1)(2)

441,665 (1)(3)

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, 2020:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in

Equity Compensation Plans approved by stockholders

3,457,000 (1)

Tim Schroeder

David Szymkowski

Scott Juda, JD

Edgardo Baracchini

Officers and Directors as a group (9 individuals)

Beneficial owners of more than 5%

Linda Powers (8)

Less than 1%.

Except as otherwise indicated, the address of each beneficial owner is INmune Bio Inc., 1200 Prospect Street, Suite 525, La Jolla, CA 92037.

Consists of (i) 1,540,933 shares of common stock, and (ii) 441,665 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 3, 2020.

Consists of (i) 1,223,417 shares of common stock, and (ii) 441,665 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 3, 2020.

Consists of (i) 1,506,251 shares of common stock, and (ii) 425,000 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 3, 2020.

The shares of the Company’s common stock are held by CTI Holdings, a company of which Mr.

Schroeder is the majority shareholder.

Consists of (i) 166,667 shares of common stock, and (ii) 90,000 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 3, 2020.

Consists of 90,000 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 3, 2020.

The shares of the Company’s common stock and stock options

are held by Xencor, Inc.

Consists of (i) 1,585,000 shares of common stock held by Xencor, Inc., and (ii) 75,000 shares that may

be acquired by Xencor pursuant to the exercise of stock options within 60 days of March 3, 2020.

Linda Powers holds 210,000 shares of the Company’s common stock.

Also, Linda Powers has voting and investment control of Toucan Capital Fund III (4800 Montgomery Lane, Suite 801, Bethesda, MD 20814) which holds 700,000 shares of the Company’s common stock.

David Szymkowski of Xencor, Inc.

and has voting and investment

control of the shares common stock and investment control of the stock options held by Xencor Inc.

111 W Lemon Avenue, Monrovia,

Consists of (i) 25,000 shares of common stock and (ii) 90,000 shares that may be acquired pursuant to the exercise of stock options within 60 days of March 3, 2020.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following is

a description of the transactions and series of similar transactions, since January 1, 2018, that we were a participant or will

be a participant, in which:

transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years;

any of our directors, executive officers, holders of more than 5% of our capital stock (which we refer to as “5% stockholders”) or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers.

At December 31, 2019 and 2018, the Company

owed UCL Consultants Limited (“UCL”) $9,379 and $9,020, respectively, in connection with medical research performed

on behalf of the Company.

During the years ending December 31, 2019 and 2018, the Company paid UCL $349,071 and $238,100, respectively,

for medical research performed on behalf of the Company.

UCL is a wholly owned subsidiary of the University of London.

The Company’s

Chief Scientific and Manufacturing Officer is a professor at the University of London.

At December 31, 2019 and 2018, the Company

owed CTI $280,723 and $261,525, respectively, for medical research performed on behalf of the Company.

During the years ending

December 31, 2019 and 2018, the Company paid CTI $1,071,126 and $448,282, respectively, for medical research performed on behalf

of the Company.

In addition, during May 2019, the Company entered into a sublease agreement with CTI for office space.

year ended December 31, 2019, the Company paid CTI $49,305 pursuant to its sublease agreement with CTI.

Advent Bioservices

At December, 31, 2019 and 2018, the Company

owed Advent Bioservices, Ltd.

(“Advent Bioservices”) $0 and $0, respectively, in connection with medical research performed

on behalf of the Company.

During the years ending December, 2019 and 2018, the Company paid Advent Bioservices $0 and $298,230,

respectively, for medical research performed on behalf of the Company.

Advent Bioservices is owned by a significant shareholder

of the Company.

Procedures for Approval of Related

Party Transactions

Related party transactions are subject

to the advance review and approval of the Audit Committee and/or the full Board of Directors, with advice from outside counsel.

In its review, the Audit Committee and/or Board is provided with full disclosure of the parties involved in the transaction and

considers the relationships amongst the parties and members of our Board of Directors and executive officers.

PRINCIPAL ACCOUNTING FEES AND

The aggregate fees billed to us by our

principal independent public accountant for services rendered for the years ended December 31, 2019 and 2018, are set forth in

the table below:

For the Year Ended

Audit fees (1)

Audit-related fees (2)

All other fees (4)

Audit fees consist of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Forms 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

Includes professional services performed for filing of the Company’s registration statement on Form S-1 and for the Company’s equity offerings.

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

All other fees consist of fees billed for all other services.

Pre-Approval Policies

On August 5, 2018, we accepted the resignation

of GBH CPAs, PC (“GBH”) and engaged Marcum LLP as its independent registered public accountants.

This change occurred

in connection with GBH, the Company’s prior independent public accountants, resigning as a result of GBH combining its practice

with Marcum effective July 1, 2018.

Our board of directors pre-approved all services, audit

and non-audit, provided to us by GBH and Marcum LLP for 2019 and 2018.

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).

Award Letter dated as of February 22, 2019 from the Alzheimer’s Association to INmune Bio, Inc.

(Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on February 28, 2019)

Certificate 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).

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).

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).

License Agreement between INmune Bio, Inc.

and Immune Ventures LLC (Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Assignment and Assumption Agreement with Immune Ventures LLC (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Exclusive License Agreement by the University of Pittsburgh of the Common Wealth system of Higher Education and Immune Ventures LLC (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

First Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher Education and Immune Ventures, LLC (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Joint Development Agreement between INmune Bio, Inc.

and Novamune (Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Material Transfer and License Agreement between Anthony Nolan Cord Blood Bank and Immune Bio International LTD.

(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.

and Mark Lowdell (Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Equity Compensation Plans not approved by stockholders

Consists of shares

subject to outstanding stock options, under the INmune Bio, Inc.

2019 Stock Incentive Plan (the “2019 Plan”) and

INmune Bio, Inc.

2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Form of Incentive Option Agreement with employees (Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Form of Incentive Option Agreement with non-employee directors (Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Consultant Agreement between INmune Bio Inc.

and Pacific Seaboard Investments Ltd.

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 2019 Plan and the 2017 Plan.

As of December 31, 2020, an aggregate of 146,525

shares of common stock were available for issuance under the 2019 Plan and 68,000 shares of common stock were available for

issuance under the 2017 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.

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.

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).

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).

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

License Agreement between INMune Bio Inc.

and Xencor, Inc.

Certificate of Designations of Series A Junior Participating Preferred Stock 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 December 30, 2020).

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).

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).

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).

Agreement between INmune Bio, Inc.

and Immune Ventures LLC (Incorporated by reference to Exhibit 10.2 to the Registration

Statement on Form S-1 filed with the SEC on August 30, 2018).

and Assumption Agreement with Immune Ventures LLC (Incorporated by reference to Exhibit 10.3 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

License Agreement by the University of Pittsburgh of the Common Wealth system of Higher Education and Immune Ventures LLC

(Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Voting Agreement between INmune Bio Inc.

Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher

Education and Immune Ventures, LLC (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed

with the SEC on August 30, 2018).

Transfer and License Agreement between Anthony Nolan Cord Blood Bank and Immune Bio International LTD.

(Incorporated by reference

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

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).

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).

Agreement between INmune Bio Inc.

and Mark Lowdell (Incorporated by reference to Exhibit 10.10 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1

filed with the SEC on August 30, 2018).

of Incentive Option Agreement with employees (Incorporated by reference to Exhibit 10.12 to the Registration Statement on

Form S-1 filed with the SEC on August 30, 2018).

of Incentive Option Agreement with non-employee directors (Incorporated by reference to Exhibit 10.13 to the Registration

Statement on Form S-1 filed with the SEC on August 30, 2018).

Agreement between INmune Bio Inc.

and Xencor, Inc.

(Incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Amendment to the Consultancy Agreement between INMune Bio Inc.

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).

Form of Lock-up Agreement (Incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1/A filed with the SEC on October 29, 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).

Award Letter dated as of February 22, 2019 from the Alzheimer s Association to INmune Bio, Inc.

(Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 28, 2019)

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.

(Incorporated by reference to Exhibit 10.15 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

to the Consultancy Agreement between INmune Bio Inc.

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).

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).

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).

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).

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).

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).

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 10.1 to the Current Report on Form 8-K filed with the SEC on May 17, 2019).

Sublease between INmune Bio Inc.

Tesi (Incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K filed with the SEC on May 17, 2019).

to Securities Purchase Agreement between INmune Bio, Inc.

Moss (Incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K filed with the SEC on May 17, 2019).

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.

(Incorporated by reference to Exhibit 99.1 to the Current Report

on Form 8-K filed with the SEC on May 24, 2019).

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).

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.

2019 Stock Incentive Plan (attached hereto)

Common Stock Repurchase Agreement between INmune Bio, Inc.

Powers (Incorporated by reference to Exhibit 101 to the Current Report on Form 8-K filed with the SEC on January 27, 2020).

Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018.

2019 Stock Incentive Plan (Incorporated by reference to Exhibit 10.29 to the Form 10-K filed with the SEC on March 11, 2020).

Stock Repurchase Agreement between INmune Bio, Inc.

Powers (Incorporated by reference to Exhibit 101 to the Current

Report on Form 8-K filed with the SEC on January 27, 2020).

At-the-Market Sales Agreement, dated April 16, 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on April 17, 2020).

Amendment NO.

1 to At-the-Market Sales Agreement 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on August 19, 2020).

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

and Raymond J.

Tesi (attached hereto).

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

and David Moss (attached hereto).

Subsidiaries (attached hereto).

Certification of principal executive officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002.

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Form 10-K Summary

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.

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.

/s/ Raymond J.

March 10, 2020

Chief Executive Officer

(principal executive officer)

March 10, 2020

Chief Financial Officer

Chief Executive

(principal executive

Chief Financial

(principal financial and accounting officer)

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

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

(Principal Executive Officer)

March 10, 2020

Chief Financial Officer, Treasurer, Secretary

Chief Financial Officer,

Treasurer, Secretary

(Principal Financial and Accounting Officer)

March 10, 2020

/s/ Mark Lowdell, Ph.D.

Mark Lowdell, Ph.D.

Chief Scientific Officer

March 10, 2020

/s/ Timothy Schroeder

Timothy Schroeder

March 10, 2020

/s/ David Szymkowski

David Szymkowski

March 10, 2020

/s/ Scott Juda, JD

Scott Juda, JD

March 10, 2020

/s/ Marcia Allen

March 10, 2020

/s/ Edgardo Baracchini

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