INMB INmune Bio
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2021
|INMUNE BIO INC.|
|(Exact name of registrant as specified in charter)|
|(State or other jurisdiction||(Commission File Number)||(IRS Employer|
|of incorporation)||Identification No.)|
980 North Federal Highway, Suite 110
Boca Raton, FL 33432
(Address of Principal Executive Offices) (Zip Code)
(858) 964 3720
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.001 per shares||INMB||The NASDAQ Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On July 13, 2021, 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 1,818,182 shares of the Company’s common stock (the “Shares”), in a registered direct offering. The Shares were sold at a purchase price of $22.00 per Share, for aggregate gross proceeds to the Company of approximately $40,000,000, before deducting placement agent fees and expenses.
Pursuant to a placement agency agreement (the “Placement Agency Agreement”) dated as of July 13, 2021, by and between the Company and A.G.P./Alliance Global Partners (“AGP”), the Company engaged AGP 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 AGP a cash fee (the “Cash Fee”) of 6.0% of the gross proceeds the Company receives under the Purchase Agreement, with a credit to the Company of 1.0% of the gross proceeds. The Company also agreed to pay all the fees and expenses relating this offering, including the fees and expenses of AGP’s legal counsel not exceeding $35,000.
The registered direct offering is expected to close on or about July 16, 2021, subject to the satisfaction of customary closing conditions.
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 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 summaries of the terms of the Purchase Agreement and the Placement Agency Agreement described herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
Item 8.01 Other Events.
On July 14, 2021, 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.
|5.1||Opinion of Sichenzia Ross Ference LLP|
|10.1||Form of Securities Purchase Agreement|
|10.2||Form of Placement Agency Agreement|
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: July 15, 2021||By:||/s/ David Moss|
|Chief Financial Officer|