What changed in this filing

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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-02 · 87 added, 99 removed, 113 unchanged (62% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

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, 2022.

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 Act.

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, 2022.

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, 2022.

Changes in Internal Control over Financial

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

Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Certain 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

The information required by this Item 10

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

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, 2023.

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.

Executive Compensation

The 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

Equity Compensation Plan Information

The following table provides certain information

with respect to all of our compensation plans in effect as of December 31, 2022:

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:

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 column(A))

Equity Compensation Plans approved by stockholders

4,841,417 (1)

Securities to

Available for

Equity Compensation Plans approved

by stockholders

Equity Compensation Plans not approved by stockholders

Consists of shares subject to outstanding stock options, under the

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,

2019 Plan and the 2017 Plan.

As of December 31, 2022, an aggregate of 591,132 shares of common stock were available for issuance

under the 2021 Plan, 7,313 shares of common stock were available for issuance under the 2019 Plan and 8,663 shares of common stock were

available for issuance under the 2017 Plan.

The 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

The information required by this item will be

set forth in the Proxy Statement and is incorporated in this report by reference.

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.

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.

Principal Accounting Fees and Services

The information required by this item will be

set forth in the Proxy Statement and is incorporated in this report by reference.

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

Description of Exhibit

1 unchanged sentence

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).

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).

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).

12 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 12, 2022).

Amendment No.

3 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 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).

61 unchanged sentences

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

Loan and Security Agreement (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).

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

7 unchanged sentences

Form of Securities Purchase Agreement (incorporated by reference 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).

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).

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).

Subsidiaries.*

4 unchanged sentences

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

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)

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)

* Filed herewith.

** Furnished herewith.

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 28, 2024

4 unchanged sentences

(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.

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

3 unchanged sentences

(Principal Financial and Accounting Officer)

Timothy Schroeder

Scott Juda, JD

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