What changed in this filing

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Item 5. Other Information

2025-08-07 compared with 2025-05-08 · 177 added, 11 removed, 16 unchanged (92% of the section changed)

Other Information

During the fiscal quarter

ended March 31, 2025, none of the Company’s directors or officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement,

or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

License Agreement, dated February 6, 2025, between INmune Bio Inc.

and Great Ormond Street Hospital for Children NHS Foundation Trust (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 10, 2025)

Termination Letter, dated February 6, 2025, between INmune Bio Inc.

and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on February 10, 2025)

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer*

Severance Agreement

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.

retirement, Dr.

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

Agreement”), pursuant to which, in exchange for a general release of claims and other customary terms, the Company agreed to provide

Tesi with a severance payment of $166,000, less applicable taxes and withholdings, payable within 30 days of execution of the Severance

The Company also agreed to pay Dr.

Tesi $97,128.38 in payment for 48.25 accrued but unused vacation days as of the Effective

In addition, the Company will continue to pay the cost of health insurance coverage for Dr.

Tesi and his spouse through December

31, 2025, either by continuing existing coverage or reimbursing COBRA premiums, subject to early termination if Dr.

Tesi becomes covered

under another employer’s plan.

Under the terms of the Severance

Agreement, all unvested stock options held by Dr.

Tesi as of the Effective Date 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 on Dr.

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.

The Severance Agreement includes

mutual releases of claims, as well as customary provisions relating to confidentiality, non-disparagement, cooperation, and return of

Company property.

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”).

The foregoing summary of the

Severance Agreement is qualified in its entirety by reference to the full text of the Severance Agreement, which is filed as Exhibit 10.4

hereto and incorporated herein by reference.

Appointment of New Chairman

On August 4, 2025, the Board

Kelly Ganjei, an existing member of the Board, as Chairman of the Board, effective as of the Effective Date.

served on the Board since September 2016 and brings extensive leadership and industry experience to the role of Chairman.

hold office until the election and qualification of a successor or until either individual’s earlier death, resignation or removal.

Appointment of New President,

Chief Executive Officer and Member of the Board

On August 4, 2025, the Board

appointed David J.

Moss, who was then serving as the Company’s Chief Financial Officer, Treasurer and Secretary, as President, Chief

Executive Officer and as a member of the Board, effective as of the Effective Date.

On the same date, the Board also appointed Mr.

as the Company’s Principal Executive Officer, effective immediately.

In connection with these appointments, Mr.

Moss resigned as

Chief Financial Officer, effective immediately.

The Principal Executive Officer position will terminate as of the Effective Date, upon

the effectiveness of Mr.

Moss’s appointment as President, Chief Executive Officer and as a member of the Board.

Moss, age 55, is a co-founder

and has been the Chief Financial Officer since the Company’s formation in September 2015.

He also serves as Secretary and Treasurer

and from September 15, 2015 until April 2018, Mr.

Moss was also a member of the Board.

Moss was audit committee chair for Qilian International

Holding Groups LTD.

from December 2020 to February 2022 and served as a director and audit committee chair of Xiangtai Food Co from Aug

2019 to Aug 2020 and was a director of Pegasi Energy Resources Corporation from May 2007 to January 2014 and was a founding investor in

Reliant Service Group LLC which 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.

In October 2011 Tamandare

Explorations engaged in a merger transaction pursuant 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.

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.

For serving as the Company’s

President and Chief Executive Officer, Mr.

Moss’s compensation paid by the Company will continue at its current amount pursuant

to his previous disclosed employment agreement, between Mr.

Moss and the Company, dated January 1, 2021, with an annual base salary of

$408,722 and remain eligible for an annual discretionary bonus with a target amount of 40% of his then current base salary as determined

by the Board and/or compensation committee of the Board in its discretion based upon the achievement of corporate and/or individual objectives

that are determined in the sole discretion of the Board.

Moss will not receive any additional compensation for serving as a member

of the Board.

The terms of employment of Mr.

Moss as the Company’s President and Chief Executive Officer will be revisited by the

Compensation Committee and the Board and disclosed to the market in the future.

There are no arrangements

or understandings between Mr.

Moss and any other persons pursuant to which he was elected as an officer or director.

Moss does not

have any family relationships with any of the Company’s directors or executive officers.

There are no transactions involving the

Company and Mr.

Moss that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Appointment of Interim

Chief Financial Officer

On August 4, 2025, the Board

appointed Cory Ellspermann as Interim Chief Financial Officer of the Company, effective immediately.

Ellspermann, age 53, has served as our Interim

Chief Financial Officer since August 2025.

Ellspermann’s appointment as our Interim Chief Financial Officer, Mr.

served as our Controller and VP of Finance since June 2019.

Ellspermann possesses nearly 30 years of financial management experience

at public and private companies.

Prior to joining us, Mr.

Ellspermann was Senior Accounting Manager at Artivest, an alternative investments

He is a certified public accountant in the State of Texas and previously served as a Senior Audit Manager at Ernst & Young.

He holds a BS in Accounting from Purdue University.

Effective upon his appointment

as Interim Chief Financial Officer, Mr.

Ellspermann will continue to serve pursuant to his employment agreement with the Company dated

December 16, 2021, which provides for at-will employment and sets forth his compensation and benefits.

Under the employment agreement,

Ellspermann receives an annual base salary of $181,125 and is eligible for a performance-based bonus, subject to criteria established

by the Company’s compensation committee.

If the Company terminates

Ellspermann’s employment without Cause (as defined in the employment agreement), he is entitled to nine months of severance

pay, subject to the execution and non-revocation of a release of claims.

In the event of a termination without Cause in connection with

a Change in Control (as defined in the employment agreement), all of Mr.

Ellspermann’s time-based equity awards will vest in full,

and any options will become fully exercisable.

The employment agreement contains

customary provisions regarding confidentiality, ownership of intellectual property, and restrictions on competition, solicitation, and

interference with the Company’s business relationships during his employment and for one year thereafter.

There are no arrangements

or understandings between Mr.

Ellspermann and any other persons pursuant to which he was elected as an officer.

Ellspermann does not

have any family relationships with any of the Company’s directors or executive officers.

There are no transactions involving the

Company and Mr.

Ellspermann that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

The terms of employment of

Ellspermann as the Company’s Interim Chief Financial Officer will be revisited by the Compensation Committee and the Board and

disclosed to the market in the future.

The foregoing summary of Mr.

Ellspermann’s employment agreement is qualified in its entirety

by reference to the full text of the employment agreement, which is filed as Exhibit 10.5 hereto and incorporated herein by reference.

Second Amended and Restated INmune Bio Inc.

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2025)

Form of Securities Purchase Agreement, dated June 27, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2025)

Form of Placement Agency Agreement, dated June 27, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2025)

Severance Agreement, dated August 4, 2025, between INmune Bio Inc.

and Raymond J.

Employment Agreement, dated December 16, 2021, between INmune Bio Inc.

and Cory Ellspermann†*

Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer*

Section 1350 Certification of Chief Executive Officer**

Section 1350 Certification of Principal Executive Officer**

Section 1350 Certification of Chief Financial Officer**

6 unchanged sentences

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

* Filed herewith.

** Furnished herewith.

† Certain confidential information contained in this agreement

has been omitted because it is both not material and is the type that the registrant treats as private or confidential.

Pursuant to the requirements

2 unchanged sentences

INmune Bio Inc.

Chief Executive Officer

August 7, 2025

/s/ David Moss

Principal Executive Officer

Chief Financial Officer, Treasurer, Secretary

(Principal Executive Officer)

August 7, 2025

/s/ Cory Ellspermann

Cory Ellspermann

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

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 5. Other Information