8-K 1 inmb_8k.htm FORM 8-K inmb_8k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 7, 2019

 

INMUNE BIO INC.

(Exact name of registrant as specified in charter)

 

Nevada

 

001-38793

 

47-5205835

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1224 Prospect Street, Suite 150, La Jolla, CA 92037

(Address of Principal Executive Offices) (Zip Code)

 

(858) 964 3720

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(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))

 

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 x

 

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 May 8, 2019, INmune Bio Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreements”) with Linda Powers, pursuant to which the Company sold (the “Offering”) to Ms. Powers 61,667 shares (the “Shares”) of the Company’s common stock (the “Common Stock”) at a purchase price of $9.00 per share, resulting in gross proceeds to the Company in the amount of $555,004.

 

Pursuant to the Securities Purchase Agreement, within 30 days after the effectiveness of a registration statement for the resale of securities issued to a certain investor as set forth in the Securities Purchase Agreement the Company agreed to file a registration statement with the Securities and Exchange Commission to register the shares of Common Stock issued pursuant to the Securities Purchase Agreement.

 

Item 3.02 Unregistered Sales of Equity Securities

 

See Item 1.01 which is incorporated by reference, in its entirety, into this Item 3.02.

 

The Shares sold in the Offering described in Item 1.01 above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Rule 506(b) of Regulation D promulgated under the Securities Act, since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

 

Item 7.01 Regulation FD Disclosure

 

On May 7, 2019, the Company issued a press release announcing that the Company sold an aggregate of 460,545 shares of the Company’s common stock at a purchase price of $9.00 per share and received proceeds of $4,144,900. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.

 

Item 9.01 Financial statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number

 

Description

99.1

 

Press Release dated May 7, 2019

 
 

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SIGNATURE

 

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: May 13, 2019

By:

/s/ David Moss

 

David Moss

 

Chief Financial Officer

 

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