0001104659-20-021049.txt : 20200214 0001104659-20-021049.hdr.sgml : 20200214 20200214104905 ACCESSION NUMBER: 0001104659-20-021049 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: DAVID EDMUND SZYMKOWSKI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Inmune Bio, Inc. CENTRAL INDEX KEY: 0001711754 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 475205835 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90859 FILM NUMBER: 20615503 BUSINESS ADDRESS: STREET 1: 1200 PROSPECT STREET STREET 2: SUITE 525 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8589643720 MAIL ADDRESS: STREET 1: 1200 PROSPECT STREET STREET 2: SUITE 525 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xencor Inc CENTRAL INDEX KEY: 0001326732 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201622502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 111 WEST LEMON AVE CITY: MONROVIA STATE: CA ZIP: 91016 BUSINESS PHONE: 626-305-5900 MAIL ADDRESS: STREET 1: 111 WEST LEMON AVE CITY: MONROVIA STATE: CA ZIP: 91016 SC 13G 1 a20-7633_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

INmune Bio, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45782T105

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 45782T105

13G

 

 

 

1.

Names of Reporting Persons
Xencor, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,654,000(1)

 

7.

Sole Dispositive Power
1,654,000(1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,654,000(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
15.3%(2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)                     Consists of 1,585,000 shares of the Issuer’s Common Stock held by Xencor, Inc. (“Xencor”) and 69,000 shares issuable within 60 days of December 31, 2019 upon exercise of a Stock Option to purchase 108,000 shares of the Issuer’s Common Stock held by Xencor, which shares vest over 36 months beginning April 3, 2018.  Pursuant to a license agreement, dated October 3, 2017, by and between the Issuer and Xencor, Xencor has an option to purchase up to an additional number of shares of common stock of Issuer that shall equal 10% of the fully diluted shares of Issuer at an aggregate price of $10.0 million (the “License Option”).  The number of shares reported herein does not include the License Option.  David Edmund Szymkowski is vice president of cellular biology at Xencor, and therefore shares voting power over the shares held by Xencor.

 

(2)                     This percentage is calculated based upon 10,770,948 shares of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for the third quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019, and assuming the exercise of 69,000 shares of the Issuer’s Common Stock pursuant to Xencor’s Stock Option, for an aggregate of 10,839,948 shares of the Issuer’s Common Stock outstanding.

 

2

 

CUSIP No. 45782T105

13G

 

 

 

1.

Names of Reporting Persons
David Edmund Szymkowski

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,000(1)

 

6.

Shared Voting Power
1,654,000(2)

 

7.

Sole Dispositive Power
1,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,655,000(1)(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
15.3%(3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)                     Consists of 1,000 shares held directly by David Edmund Szymkowski.

 

(2)                     Consists of 1,585,000 shares of the Issuer’s Common Stock held by Xencor, Inc. (“Xencor”) and 69,000 shares issuable within 60 days of December 31, 2019 upon exercise of a Stock Option to purchase 108,000 shares of the Issuer’s Common Stock held by Xencor, which shares vest over 36 months beginning April 3, 2018.  Pursuant to a license agreement, dated October 3, 2017, by and between the Issuer and Xencor, Xencor has an option to purchase up to an additional number of shares of common stock of Issuer that shall equal 10% of the fully diluted shares of Issuer at an aggregate price of $10.0 million (the “License Option”).  The number of shares reported herein does not include the License Option.  David Edmund Szymkowski is vice president of cellular biology at Xencor, and therefore shares voting power over the shares held by Xencor.

 

(3)                     This percentage is calculated based upon 10,770,948 shares of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for the third quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019, and assuming the exercise of 69,000 shares of the Issuer’s Common Stock pursuant to Xencor’s Stock Option, for an aggregate of 10,839,948 shares of the Issuer’s Common Stock outstanding.

 

3

 

Item 1(a).

Name of Issuer:
INmune Bio, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
1200 Prospect Street, Suite 525
La Jolla, California 92037

Item 2(a).

Name of Person Filing:
Xencor, Inc.
David Edmund Szymkowski

Item 2(b).

Address of Principal Business Office or, if none, Residence:
111 West Lemon Avenue
Monrovia, California 91016

Item 2(c).

Citizenship:
Xencor, Inc. - Delaware
David Edmund Szymkowski - United States of America

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
45782T105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

4

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

Xencor, Inc.:                                     1,654,000 shares(1)
David Edmund Szymkowski:           1,655,000 shares(2)

 

(b)

Percent of class:   

15.3% (3)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Xencor, Inc.:                                     0 shares
David Edmund Szymkowski:           1,000 shares

 

 

(ii)

Shared power to vote or to direct the vote:

Xencor, Inc.:                                     1,654,000 shares (1)
David Edmund Szymkowski:           1,654,000 shares (1)

 

 

(iii)

Sole power to dispose or to direct the disposition of:

Xencor, Inc.:                                     1,654,000 shares(1)
David Edmund Szymkowski:           1,000 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of:

Xencor, Inc.:                                     0 shares
David Edmund Szymkowski:           0 shares

 

 

(1) Consists of 1,585,000 shares of the Issuer’s Common Stock held by Xencor, Inc. (“Xencor”) and 69,000 shares issuable within 60 days of December 31, 2019 upon exercise of a Stock Option to purchase 108,000 shares of the Issuer’s Common Stock held by Xencor, which shares vest over 36 months beginning April 3, 2018.  Pursuant to a license agreement, dated October 3, 2017, by and between the Issuer and Xencor, Xencor has an option to purchase up to an additional number of shares of common stock of Issuer that shall equal 10% of the fully diluted shares of Issuer at an aggregate price of $10.0 million (the “License Option”).  The number of shares reported herein does not include the License Option.

 

(2) Consists of 1,000 shares held directly by David Edmund Szymkowski, 1,585,000 shares of the Issuer’s Common Stock held by Xencor, Inc. (“Xencor”) and 69,000 shares issuable within 60 days of December 31, 2019 upon exercise of a Stock Option to purchase 108,000 shares of the Issuer’s Common Stock held by Xencor, which shares vest over 36 months beginning April 3, 2018.  Pursuant to a license agreement, dated October 3, 2017, by and between the Issuer and Xencor, Xencor has an option to purchase up to an additional number of shares of common stock of Issuer that shall equal 10% of the fully diluted shares of Issuer at an aggregate price of $10.0 million (the “License Option”).  The number of shares reported herein does not include the License Option.  David Edmund Szymkowski is vice president of cellular biology at Xencor, and therefore shares voting power over the shares held by Xencor.

 

(3) This percentage is calculated based upon 10,770,948 shares of the Issuer’s Common Stock outstanding as set forth in the Issuer’s Form 10-Q for the third quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019, and assuming the exercise of 69,000 shares of the Issuer’s Common Stock pursuant to Xencor’s Stock Option, for an aggregate of 10,839,948 shares of the Issuer’s Common Stock outstanding.

 

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of a Group

Not applicable

 

 

5

 

Item 10.

Certification

Not applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 11, 2020

 

 

 

XENCOR, INC.

 

 

 

 

 

 

By:

/s/ John J. Kuch

 

 

John J. Kuch,

 

 

Senior Vice President and Chief Financial Officer

 

 

 

 

 

/s/ David Edmund Szymkowski

 

David Edmund Szymkowski

 

 

ATTENTION:

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

 

6

 

EXHIBIT A

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of INmune Bio, Inc., a Nevada corporation.

 

Dated: February 11, 2020

 

 

 

XENCOR, INC.

 

 

 

 

 

 

By:

/s/ John J. Kuch

 

 

John J. Kuch,

 

 

Senior Vice President and Chief Financial Officer

 

 

 

 

 

/s/ David Edmund Szymkowski

 

David Edmund Szymkowski

 

7