8-K

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): July9, 2024

Registrant’s telephone number, including area code:

(866) 794-4940

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 mark 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 DefinitiveAgreement.

As previously reported on a Current Report on Form 8-K, on January 16, 2023, Elevai Labs, Inc. (the “Company”) entered into a License Agreement (the “License Agreement”) with INmune Bio, Inc. (“INmune”), in which, among other things, INmune granted the Company certain worldwide exclusive and non-exclusive license rights to develop, manufacture and commercialize INmunes’s EMx technology, a proprietary equipment, processes and consumables useful for isolation and current Good Manufacturing Practice manufacture of human umbilical cord derived mesenchymal stromal cells, for a period of ten years from the effective date of the License Agreement.

On July 9, 2024, the Company and INmune entered into the First Amendment to License Agreement (the “Amendment”) in which the Amendment amended Section 3.1 of the License Agreement, including, among other things, the total amounts payable to INmune as a tech transfer fee.

The foregoing is only a summary of the Amendment and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 10.1 hereto. Pursuant to Item 601(b)(10)(iv) of Regulation S-K, the Company intends to redact from the filed copy of the Amendment certain information that is both (i) not material and (ii) is the type of information that the Company treats as private or confidential.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

1

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.

Date: July 12, 2024

2

Exhibit 10.1

Please be advised that certain identifiedinformation has been excluded in Exhibit 10.1 because it is the type of information that the registrant treats as private or confidentialand is (i) not material and (ii) would be competitively harmful if publicly disclosed.

FIRST AMENDMENT TO LICENSE AGREEMENT

This FIRST AMENDMENT TO LICENSE AGREEMENT (the “First Amendment”) is made effective as of the date of last signature, below (“Effective Date”), by and between Elevai Labs, Inc., a Delaware corporation with an address located at 120 Newport Center Drive, Suite 250, Newport Beach, California 95618 (“Licensee”) and INmune Bio Inc., a Nevada corporation with an address at 225 NE Mizner Blvd., STE 640, Boca Raton, FL 33432 (“INmuneBio”).

WHEREAS, INmuneBio and Licensee have previously entered into a non-exclusive, but exclusive as to the Field and Territory, License Agreement with effective date of January 15, 2024 (the “Agreement”); and

WHEREAS, the parties wish to further amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the parties hereby agree as follows:

“3.1. Tech Transfer Fee. Licensee shall pay to INmuneBio a Tech Transfer Fee of $[##############], which shall be paid in accordance with the following schedule: (a) $[##############] payable upon executing this Agreement, (b) thereafter on or prior to the date that is ~~six months~~ fourteen (14) months after the Effective Date $[##############], and (c) the remaining balance of $[##############] payable upon completion of technology transfer or the date that is two years from the Effective date, whichever is first to occur, which for purposes herein, “completion of technology transfer” shall be deemed achieved upon successful completion of the first GMP manufactured batch of a Licensed Product. Notwithstanding the successful completion of the first GMP manufactured batch of a Licensed Product, upon the request of Licensee, INmuneBio shall make qualified personnel reasonable available to Licensee for support and troubleshooting purposes.”

(a) Except as specifically amended above, all terms of the Agreement shall remain in full force and effect. All capitalized terms as set forth in the Agreement are hereby incorporated by reference for purposes of this First Amendment. To the extent that there are any inconsistencies between the terms of the Agreement and the terms of this First Amendment, the terms of this First Amendment shall prevail in effect.

(b) The parties acknowledge that this First Amendment and the Agreement set forth the entire understanding and intentions of the parties hereto as to the subject matter hereof and supersedes all previous understandings between the parties, written or oral, regarding such subject matter.

IN WITNESS WHEREOF, each of the Parties has duly executed this First Amendment to the License Agreement as of the Effective Date.