UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 19, 2024, INmune Bio, Inc. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers set forth on the signature page thereto (the “Purchasers”) for the purchase and sale of an aggregate of 571,592 shares of the Company’s common stock (the “Shares”) and common stock warrants to purchase 571,592 shares of its common stock (“Warrants”) in a registered direct offering. The Shares were sold at a purchase price of $8.32 per Share and Warrant, for aggregate gross proceeds to the Company of approximately $4,771,289, before deducting placement agent fees and expenses. Directors and officers participating in the offering will pay a combined offering price for the Shares and Warrant of $8.445 per Share and Warrant.
The exercise price of the Warrants is $9.152, which is 10% above the offering per share price. The Warrants terminate on the earlier of (1) the two (2) year anniversary of the initial exercise date of the Warrant or (2) thirty (30) trading days following the reporting of top line data (EMACC) in the Phase 2 Alzheimer’s program of XPro1595 (the “Termination Date”) but not thereafter, provided however, in the event that the Warrant is held by directors, officers or other affiliates of the Company and the Termination Date is during a period that such officers, directors or affiliates are subject to a blackout with respect to trading in the Company’s common stock, such officers, directors or affiliates will have an additional 60 days from the termination of the blackout date to exercise the Warrant..
Pursuant to a placement agency agreement (the “Placement Agency Agreement”) dated as of April 19, 2024, between the Company and LifeSci Capital LLC (the “Placement Agent Agreement,” the Company engaged the Placement Agent to act as the Company’s sole placement agent in connection with the registered direct offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to four percent (4%) of the gross proceeds received by the Company from the sale of the Shares and Warrants.
The registered direct offering is expected to close on or about April 24, 2024, subject to the satisfaction of customary closing conditions. Certain members of management, certain members of the Company’s board of directors and certain key employees participated in the offering.
The Shares were offered, and will be issued, pursuant to the Prospectus Supplement to be filed to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-254221) filed with the Securities and Exchange Commission on March 12, 2021 and declared effective on May 5, 2021.
Sichenzia Ross Ference Carmel LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing descriptions the Purchase Agreement, Warrant and the Placement Agency Agreement are qualified by reference to the full text of which documents, which are filed as exhibits to this report.
Item 8.01 Other Events.
On April 22, 2024 the Company issued a press release regarding the registered direct offering. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No | Exhibit | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Placement Agency Agreement | |
| 10.3 | Form of Warrant | |
| 99.1 | Press release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INMUNE BIO INC. | ||
| Date: April 22, 2024 | By: | /s/ David Moss |
| David Moss | ||
| Chief Financial Officer | ||
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