What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 248 added, 139 removed, 499 unchanged (44% of the section changed)

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(In thousands, except share and per share amounts)

December 31, 2024

CURRENT ASSETS

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TOTAL CURRENT LIABILITIES

Long-term operating lease liability

Long-term operating lease liabilities

TOTAL LIABILITIES

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For the Three Months Ended

For the Six Months Ended

OPERATING EXPENSES

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Research and development

Impairment of acquired in-process research and development intangible assets

Total operating expenses

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE), NET

OTHER INCOME, NET

Net loss per common share – basic and diluted

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IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

(In thousands, except share amounts)

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Balance as of March 31, 2025

Stock-based compensation

Sale of common stock for cash

Loss on foreign currency translation

Balance as of June 30, 2025

$ ( 197,301 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

INMUNE BIO INC.

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IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

(In thousands, except share amounts)

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Balance as of March 31, 2024

Stock-based compensation

Common stock issued for cash

Common stock and warrants issued for cash

Loss on foreign currency translation

Balance as of June 30, 2024

$ ( 141,793 )

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(In thousands)

For the Three Months Ended

For the Six Months

Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Accretion of debt discount

Impairment of acquired in-process research and development intangible assets

Changes in operating assets and liabilities:

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Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Sale of common stock for cash

Net proceeds from sale of common stock and warrants

Exercise of warrants for cash

Repayments of debt

Net provided by (used in) financing activities

Net cash provided by financing activities

Impact on cash from foreign currency translation

NET DECREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

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dominant-negative technology to selectively neutralize soluble TNF, a key driver of innate immune dysfunction and mechanistic target of

many diseases.

DN-TNF is currently being developed for Alzheimer’s and treatment resistant depression (“XPro”).

The CORDStrom product platform is a pooled, human umbilical cord mesenchymal stem

cell product currently being developed to treat recessive dystrophic epidermolysis bullosa (“RDEB”).

The Natural Killer Cell

Priming Platform includes INKmune aimed at priming the patient’s NK cells to eliminate minimal residual disease in patients with

INmune Bio’s product platforms utilize a precision medicine approach for the treatment of a wide variety of hematologic

malignancies, solid tumors and chronic inflammation.

many diseases and was used for its Alzheimer’s clinical trial (“XPro”).

The CORDStrom product platform is a pooled,

human umbilical cord mesenchymal stem cell product currently being developed to treat recessive dystrophic epidermolysis bullosa (“RDEB”).

The Natural Killer Cell Priming Platform includes INKmune aimed at priming the patient’s NK cells to eliminate minimal residual

disease in patients with cancer.

INmune Bio’s product platforms utilize a precision medicine approach for the treatment of a wide

variety of hematologic malignancies, solid tumors and chronic inflammation.

NOTE 2 – GOING CONCERN

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revenue from the commercialization of its product candidates.

During the three months ended March 31, 2025, the Company incurred a net

loss of $ 9.7 million and had net cash flows used in operating activities of $ 6.8 million.

Given the Company’s projected

operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations

through one year following the date that the financial statements are issued.

These conditions and events raise substantial doubt about

the Company’s ability to continue as a going concern.

During the six months ended June 30, 2025, the Company incurred a net loss

of $ 34.2 million and had net cash flows used in operating activities of $ 14.2 million.

Given the Company’s projected operating

requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations through

one year following the date that the financial statements are issued.

These conditions and events raise substantial doubt about the Company’s

ability to continue as a going concern.

In response to these conditions, management is

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the Company based on available information at the time.

Equipment is recorded at cost and depreciated

using the straight-line method over the estimated useful lives of the assets and consist of scientific equipment with a 5 year life.

and maintenance costs are charged to expense as incurred.

At June 30, 2025, the Company’s equipment was not yet placed into service.

Intangible Assets

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equal to that excess.

During the six months ended June 30, 2025, the

Company released the Phase 2 clinical trial results for our Alzheimer’s drug candidate, XPro, which failed to meet the primary endpoint,

though a subgroup showed potential benefits.

Due to insufficient resources to fund further trials, the Company has halted immediate plans

to develop XPro for Alzheimer’s or other indications and are instead seeking a partner to continue these studies.

As part of preparing

its interim unaudited condensed consolidated financial statements, the Company determined that the intangible asset’s fair value

was likely below its carrying value.

Following a quantitative impairment assessment, the Company estimated the asset’s fair value

at $ 0 as of June 30, 2025, resulting in a recorded impairment of $ 16,514,000 .

Basic and Diluted Loss per Share

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basic and diluted shares outstanding due to the Company’s net loss position.

At March 31, 2025 and 2024, the Company had potentially

At June 30, 2025 and 2024, the Company had potentially

issuable shares as follows:

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Segment Information

We have one primary business activity and operate

in one reportable segment.

Our chief operating decision maker (“CODM”)

is our Chief Financial Officer who evaluates performance and makes operating decisions about allocating resources based on financial data

presented on a consolidated basis.

The measures of profitability and the significant segment expenses reviewed by the CODM are consistent

with these financial statements and footnotes.

The Company has one primary business activity

and operates in one reportable segment.

The Company’s chief operating decision maker

(“CODM”) is its Chief Financial Officer who evaluates performance and makes operating decisions about allocating resources

based on financial data presented on a consolidated basis.

The measures of profitability and the significant segment expenses reviewed

by the CODM are consistent with these financial statements and footnotes.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

The guidance in ASU 2023-09 improves the transparency

of income tax disclosures by greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The standard is effective for public companies for fiscal years beginning after December 15, 2024 and for interim periods for fiscal years

beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of

ASU 2023-09 may have on its consolidated financial statements.

The guidance in ASU 2023-09 improves the

transparency of income tax disclosures by greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated

by jurisdiction.

The standard is effective for public companies for fiscal years beginning after December 15, 2024 and for interim periods

for fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact that

the adoption of ASU 2023-09 may have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income

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Subsequent Events

evaluates events that have occurred after the balance sheet date of March 31, 2025, through the date which the financial statements are

evaluates events that have occurred after the balance sheet date of June 30, 2025, through the date which the financial statements are

NOTE 4 – RESEARCH AND DEVELOPMENT

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The Company’s Australian subsidiary submits R&D tax credit requests annually for research and development expenses incurred.

At March 31, 2025 and December 31, 2024, the Company recorded a research and development tax credit receivable of $ 1,283,000 and $ 1,181,000 ,

At June 30, 2025 and December 31, 2024, the Company recorded a research and development tax credit receivable of $ 1,605,000 and $ 1,181,000 ,

respectively, for R&D expenses incurred in Australia.

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in such country.

During the six months ended June 30, 2025, the

Company released the Phase 2 clinical trial results for our Alzheimer’s drug candidate, XPro, which failed to meet the primary endpoint,

though a subgroup showed potential benefits.

Due to insufficient resources to fund further trials, the Company has halted immediate plans

to develop XPro for Alzheimer’s or other indications and are instead seeking a partner to continue these studies.

As part of preparing

its interim unaudited condensed consolidated financial statements, the Company determined that the intangible asset’s fair value

was likely below its carrying value.

Following a quantitative impairment assessment, the Company estimated the asset’s fair value

at $ 0 as of June 30, 2025, resulting in a recorded impairment of $ 16,514,000 .

Cordstrom License Agreement

On February 6, 2025, the Company and Great Ormond Street Hospital for

Children NHS Foundation Trust (“GOSH”) entered into a license agreement for the exclusive commercial use to clinical trial

data associated with a GOSH study investigating the potential of CORDStrom to treat RDEB in pediatric patients (the ”MissionEB study”).

The Company owns the intellectual property covering CORDStrom, the investigational medicinal product used in the Mission EB study.

addition, the Company owns intellectual property and maintains trade secret protections covering the manufacturing of CORDStrom.

this license to the clinical trial data, the Company intends to prepare applications seeking marketing authorization of CORDStrom for

treatment of pediatric RDEB in each of the FDA, EMA, and MHRA.

Terms of the license agreement include an upfront payment of £ 250,000

(approximately $ 0.3 million at March 31, 2025) and a single milestone payment of up to £ 6,000,000 (approximately $ 7.8 million

as of March 31, 2025) due on the first to occur marketing authorization to be granted by the FDA, EMA or MHRA, which had not occurred

as of March 31, 2025.

At March 31, 2025 and December 31, 2024, the Company recorded $ 0.3 million and $ 0 , respectively, payable to GOSH

within accounts payable and accrued liabilities in the consolidated balance sheets.

Pursuant to the GOSH license agreement, the Company has an obligation

to provide CORDStrom to the MissionEB study at no cost.

While Part 1 of the study is completed, Part 2 of the MissionEB study is currently

uninitiated due to a lack of funding by the National Health Services England (“NHSE”).

It is unknown whether funding for the

study will be allocated by NHSE or its successor agency in the United Kingdom.

The Company has not recorded an estimated obligation for

the supply of the MissionEB trial with CORDStrom as it is unknown if the MissionEB trial will resume.

On February 6, 2025, the Company and Great Ormond

Street Hospital for Children NHS Foundation Trust (“GOSH”) entered into a license agreement for the exclusive commercial use

to clinical trial data associated with a GOSH study investigating the potential of CORDStrom to treat RDEB in pediatric patients (the

“MissionEB study”).

The Company owns the intellectual property covering CORDStrom, the investigational medicinal product used

in the Mission EB study.

In addition, the Company owns intellectual property and maintains trade secret protections covering the manufacturing

of CORDStrom.

With this license to the clinical trial data, the Company intends to prepare applications seeking marketing authorization

of CORDStrom for treatment of pediatric RDEB in each of the FDA, EMA, and MHRA.

Terms of the license agreement include an upfront payment

of £ 250,000 (approximately $ 0.3 million at June 30, 2025) and a single milestone payment of up to £ 6,000,000 (approximately

$ 8.2 million as of June 30, 2025) due on the first to occur marketing authorization to be granted by the FDA, EMA or MHRA, which had not

occurred as of June 30, 2025.

At June 30, 2025 and December 31, 2024, the Company recorded $ 0.3 million and $ 0 , respectively, payable

to GOSH within accounts payable and accrued liabilities in the consolidated balance sheets.

Pursuant to the GOSH license agreement, the Company

has an obligation to provide CORDStrom to the MissionEB study at no cost.

While Part 1 of the study is completed, Part 2 of the MissionEB

study is currently uninitiated due to a lack of funding by the National Health Services England (“NHSE”).

It is unknown whether

funding for the study will be allocated by NHSE or its successor agency in the United Kingdom.

The Company has not recorded an estimated

obligation for the supply of the MissionEB trial with CORDStrom as it is unknown if the MissionEB trial will resume.

INKmune License Agreement

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At December 31, 2024

and March 31, 2025, the Company recorded $ 25,000 payable to Immune Ventures within accounts payable and accrued liabilities –

and June 30, 2025, the Company recorded $ 25,000 payable to Immune Ventures within accounts payable and accrued liabilities –

related parties in the consolidated balance sheet.

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(i) annual maintenance fees, (ii) royalty payments based on the sale of products making use of the licensed technology, and (iii) milestone

Annual maintenance fees under the PITT Agreement

include $ 25,000 due on June 26, 2025 and thereafter until first commercial sale.

The Company had no amounts owed pursuant to the PITT

Agreement as of March 31, 2025.

The Company owes annual maintenance fees under

the PITT Agreement in the amount of $ 25,000 payable on June 26 of each year until the first commercial sale.

At June 30, 2025, the Company

owed the University of Pittsburgh $ 25,000 for annual maintenance fees.

Upon first commercial sale of a product making

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First commercial sale of product making use of licensed technology

The Company had no amounts owed pursuant to the

PITT Agreement as of March 31, 2025.

The PITT Agreement expires upon the earlier of:

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(in thousands)

March 31, 2025:

June 30, 2025:

Cash equivalents

Treasury Bills

Money market funds

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Total cash equivalents

NOTE 6 – LEASE

The Company leases office space in Florida from

a third party.

The lease agreement has a 64-month term and commenced during the fourth quarter of 2021.

Below is a summary of the Company’s right-of-use

assets and liabilities:

(in thousands, except years and rate) March 31,

2025 December 31,

Right-of-use asset $ 278 $ 307

Operating lease, current liability $ 146 $ 140

Long-term operating lease liability 201 244

Total lease liability $ 347 $ 384

Weighted-average remaining lease term 2.0 years 2.3 years

NOTE 6 – COMMITMENTS

2025, the Company wholly owned subsidiary, INmune Bio International Ltd., entered into an agreement whereby the Company leases manufacturing

space from a third party in the United Kingdom for 2 years.

The lease requires payments of approximately $ 77,000 each quarter during the

first year and $ 154,000 each quarter during the second year.

The lease commencement date is August 2025.

As of June 30, 2025, the maturities

of our lease liabilities are as follows:

(in thousands, except years)

Total lease payments

imputed interest

Present value of future lease payments

operating lease, current liabilities

Long-term operating lease liabilities

Weighted-average remaining lease term 1.8 years

Weighted-average discount rate 12.0 %

During the three and six months ended June 30, 2025 the Company recognized

$ 55,000 and $ 95,000 , respectively, in operating lease expense, which is included in general and administrative expenses in the Company’s

consolidated statement of operations.

During the three and six months ended June 30,

2024, the Company recognized $ 41,000 and $ 80,000 , respectively, in operating lease expense, which is included in general and administrative

expenses in the Company’s consolidated statement of operations

During April 2025, the Company’s wholly-owned subsidiary, INmune Bio International.

Ltd., entered into a 2 -year collaboration agreement

with a vendor whereby it shall make fixed payments to the vendor in exchange for services pursuant to manufacturing CORDStrom in the United

A summary of the commitments payable for these services pursuant to the agreement is as follows as of June 30, 2025:

(in thousands, except years)

NOTE 7 – RELATED PARTY TRANSACTIONS

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on behalf of the Company.

During the three months ended March 31, 2025 and 2024, the Company made no payments to UCL.

UCL is a wholly

owned subsidiary of the University of London.

During the six months ended June 30, 2025 and 2024, the Company made no payments to UCL.

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

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on behalf of the Company.

During the three months ended March 31, 2025 and 2024, the Company paid AmplifyBio $ 41,000 and $ 142,000 ,

respectively.

The CEO of AmplifyBio is on the Board of Directors of the Company.

During the six months ended June 30, 2025 and 2024, the Company paid AmplifyBio $ 41,000 and $ 233,000 , respectively.

During 2025, AmplifyBio ceased operations.

Amplify Bio’s former CEO is on the board of directors of the Company.

NOTE 8 – DEBT

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with the Lenders whereby the Term Loan was terminated.

three months ended March 31, 2025 and 2024, the Company recognized interest expense of $ 0 and $ 357,000 , respectively, related to the Term

three and six months ended June 30, 2024, the Company recognized interest expense of $ 250,000 and $ 607,000 , respectively, related

to the Term Loan

NOTE 9 – STOCKHOLDERS’ EQUITY

Registered Direct Offerings

During June 2025, the Company entered into securities

purchase agreements with investors whereby the Company sold 3,000,000 shares of the common stock in a registered direct offering in exchange

for gross proceeds of $ 18.9 million (net proceeds of approximately $ 17.4 million).

During April 2024, the Company entered into a

securities purchase agreement with an investor whereby the Company sold 986,000 shares of the Company’s common stock and

warrants to purchase an additional 986,000 shares of the Company’s common stock in a registered direct offering in exchange

for gross proceeds of approximately $ 9.7 million (net proceeds of approximately $ 8.9 million).

The exercise price of the warrants

is $ 9.84 and the warrants are exercisable until April 29, 2026.

The Company determined that the warrants were equity classified.

The fair value of the warrants was approximately $ 5.8 million and was calculated using the Black-Scholes option-pricing model.

used in the Black-Scholes option-pricing model include:

(1) discount rate of 4.97 % based on the applicable US Treasury bill rate

(2) expected life of 2.0 years, (3) expected volatility of approximately 77 % based on the trading history of the Company,

and (4) zero expected dividends.

During April 2024, the Company entered into securities

purchase agreements with investors whereby the Company sold 571,592 shares of the Company’s common stock and warrants

to purchase an additional 571,592 shares of the Company’s common stock in a registered direct offering in exchange for

gross proceeds of approximately $ 4.8 million (net proceeds of approximately $ 4.5 million).

Directors and

officers that participated in the offering paid a combined offering price of $ 8.445 per share and warrant, and other investors paid

$ 8.32 per share and warrant.

The exercise price of the warrants is $ 9.152 , and the warrants are exercisable for two years from the

issuance dates.

The Company determined the warrants were equity classified.

The fair value of the warrants was approximately $ 3.0 million

and was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model include:

discount rate of 4.89 % based on the applicable US Treasury bill rate (2) expected life of 2.0 years, (3) expected volatility

of approximately 78 % based on the trading history of the Company, and (4) zero expected dividends.

Common Stock – At the Market Offering

During March 2021, the Company entered into a

sales agreement (“Sales Agreement”) with BTIG, LLC (“BTIG”), as sales agent, to establish an At-The-Market (“ATM”)

offering program of up to $ 45 million of common stock, subject to certain limitations on the amount of common stock that may be offered

and sold by the Company set forth in the sales agreement.

During August 2023, the Company and BTIG entered into Amendment No.

Sales Agreement.

The Company is required to pay BTIG a commission of 3 % of the gross proceeds from the sale of shares.

six months ended June 30, 2024, the Company issued and sold 198,364 shares of common stock at an average price of $ 10.56 per

share under the ATM program.

The aggregate net proceeds were approximately $ 2.0 million after commission expenses.

During August 2024, the Company entered into an

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to pay the Sales Agents a commission of 3 % of the gross proceeds from the sale of shares.

the three months ended March 31, 2025, the Company issued and sold 649,860 shares of common stock at an average price of $ 8.37 per

the six months ended June 30, 2025, the Company issued and sold 1,304,707 shares of common stock at an average price of $ 8.01 per

share under the ATM program.

The aggregate net proceeds were approximately $ 10.1 million after commission expenses.

At March 31, 2025,

At June 30, 2025,

the Company had $ 64.5 million of common stock available under the amended and restated at-the-market agreement.

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The following

table summarizes stock option activity during the three months ended March 31, 2025:

table summarizes stock option activity during the six months ended June 30, 2025:

(in thousands, except share and per share amounts) Number of

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Options cancelled ( 22,000 ) $ 5.05 - -

Outstanding at March 31, 2025 7,303,307 $ 8.28 6.29 $ 9,372

Exercisable at March 31, 2025 5,124,039 $ 8.71 5.01 $ 6,248

During the three months ended March 31, 2025 and

Outstanding at June 30, 2025 7,281,307 $ 8.29 6.03 $ -

Exercisable at June 30, 2025 5,379,014 $ 8.78 4.94 $ -

During the three and six months ended June 30,

2025, the Company recognized stock-based compensation expense of approximately $ 1.5 million and $ 3.6 million, respectively, related to

the vesting of stock options.

As of March 31, 2025, there was approximately $ 10.8 million of total unrecognized compensation cost related

to non-vested stock options which is expected to be recognized over a weighted-average period of 2.59 years.

During the three and six months ended June 30, 2024, the Company recognized stock-based compensation expense

of approximately $ 2.3 million and $ 4.1 million, respectively, related to the vesting of stock options.

As of June 30, 2025, there was

approximately $ 9.2 million of total unrecognized compensation cost related to non-vested stock options which is expected to be recognized

over a weighted-average period of 2.67 years.

The Company issued warrants to the Company’s

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The warrants have a 10 -year term and an exercise price of $ 14.05 .

At March 31, 2025,

respectively, 45,386 of these warrants are outstanding and the intrinsic value of these warrants is $ 0 .

At June 30, 2025, respectively, 45,386 of

these warrants are outstanding and the intrinsic value of these warrants is $ 0 .

2024, the Company issued 1,557,592 warrants to investors in connection with the sale of common stock.

At March 31, 2025, 1,557,592 of

At June 30, 2025, 1,557,592 of

these warrants are outstanding and are exercisable for cash at a weighted average price of $ 9.59 per share.

The intrinsic value of

these warrants was $ 0 as of March 31, 2025.

these warrants was $ 0 as of June 30, 2025.

During September

2024, the Company issued 2,341,260 warrants to investors in connection with the sale of common stock.

At March 31, 2025, 2,341,160 of

At June 30, 2025, 2,341,160 of

these warrants are outstanding and are exercisable for cash at a weighted average price of $ 6.40 per share.

The intrinsic value of

these warrants was $ 3,301,036 as of March 31, 2025.

these warrants was $ 0 as of June 30, 2025.

Stock-based Compensation by Class of Expense

The following summarizes the components of stock-based

compensation expense in the consolidated statements of operations for the three months ended March 31, 2025 and 2024 respectively:

compensation expense in the consolidated statements of operations for the six months ended June 30, 2025 and 2024 respectively:

(in thousands)

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The Rights Agreement was amended in 2021, 2022, 2023 and 2024 to extend the expiration date and shall expire on December 30, 2025.

NOTE 10 – COLLABORATIVE AGREEMENTS

NOTE 10 – GOVERNMENT GRANT

The Company has a grant awarded by the National

Institutes of Health for approximately $ 2.0 million which will support a Phase 2 study of XPro in patients with treatment resistant depression.

As of March 31, 2025, the Company has not received any proceeds pursuant to this grant.

NOTE 11 – COMMITMENTS

During September

2021, the Company signed a lease agreement with a third party for office space in Boca Raton, Florida.

The lease agreement has a 64 -month

term and commenced during the fourth quarter of 2021.

Future minimum payments pursuant

to the leases are as follows:

(in thousands, except years)

Total lease payments

imputed interest

Present value of future lease payments

operating lease, current liabilities

Long-term operating lease liabilities

During the three months ended March 31, 2025 and 2024, the Company recognized

$ 40,000 and $ 39,000 , respectively, in operating lease expense, which is included in general and administrative expenses in the Company’s

consolidated statement of operations.

Institutes of Health for approximately $ 2.0 million to support a Phase 2 study of XPro in patients with treatment resistant depression.

The Company has decided it will not initiate a treatment resistant depression study using XPro.

As of June 30, 2025, the Company has not

received any proceeds pursuant to this grant.

NOTE 11 – LEGAL

has an ongoing dispute with a vendor in which the Company believes that the vendor did not properly provide services for which they have

invoiced the Company.

As of March 31, 2025, the Company has outstanding invoices with the vendor which aggregate approximately $ 1.6 million,

As of June 30, 2025, the Company has outstanding invoices with the vendor which aggregate approximately $ 1.6 million,

of which the Company has recorded approximately $ 0.2 million, which is the Company’s estimate of the obligation incurred, and

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change in the future.

The Company’s long-lived assets consist

primarily of acquired in-process research and development intangible assets which are located in the United States.

NOTE 12 – SUBSEQUENT EVENTS

Sales of Common Stock

During the period from April 1, 2025 through May

8, 2025, the Company sold 279,966 shares of its common stock through its ATM program for net proceeds of $ 2.1 million.

Collaboration Agreement

During April 2025, INmune Bio International Limited,

a wholly-owned subsidiary of the Company and a vendor entered into a collaboration agreement pursuant to which we were granted a two year

lease for manufacturing space in the United Kingdom.

The collaboration agreement requires a deposit of approximately $ 0.5 million, an

upfront payment of approximately $ 0.2 million and additional minimum payments of approximately $ 1.3 million in the first year and approximately

$ 2.6 million in the second year in addition to certain variable payments based on facility usage.

On August 4, 2025, Dr.

Tesi informed the Company of his intention to retire and resign from his roles as President, Chief Executive Officer, Chief Medical

Officer, Chairman of the Board of Directors (the “Board”) and all positions from the Company and its subsidiaries, effective

on the Effective Date (as defined below).

Tesi’s resignation is not the result of any dispute or disagreement with the Company

or the Board on any matter relating to the Company’s operations, policies or practices.

In connection with Dr.

Tesi’s retirement,

Tesi and the Company entered into a Separation Agreement and Mutual Release, dated August 4, 2025 (the “Severance Agreement”),

pursuant to which, the Company agreed to pay Dr.

Tesi $ 166,000 of severance within thirty days, pay Dr.

Tesi for accrued but unused vacation

days, and pay the cost of health insurance coverage for Dr.

Tesi and his spouse through December 31, 2025.

The Severance Agreement is

subject to a seven-day revocation period following execution and shall become effective on August 12, 2025, if not revoked before (the

“Effective Date”).

Under the terms of the Severance

Agreement, all unvested stock options held by Dr.

Tesi will remain outstanding and continue to vest in accordance with their original

terms, provided that Dr.

Tesi remains in compliance with the Severance Agreement.

All vested stock options will remain exercisable for

the later of five years following the Effective Date or their original expiration date.

The agreement also imposes resale limitations

Tesi’s beneficial ownership of Company securities, restricting him from selling more than 25 % of his beneficially owned shares

of common stock in any calendar month during the 18-month period following the Effective Date.

The Company further agreed

to maintain directors’ and officers’ liability insurance for Dr.

Tesi for a period of at least three years following the Effective

Date on terms no less favorable than those applicable to its then-serving officers and directors.

The Severance Agreement also reaffirms

Tesi’s right to indemnification under Nevada law, the Company’s articles of incorporation and bylaws, as amended and in

effect as of the date hereof, and provides for contribution rights in the event indemnification is unavailable.

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-Q

Item 1. Financial Statements