8-K

Inmune Bio, Inc. (INMB)

8-K 2025-12-23 For: 2025-12-22
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

December 22, 2025

INMUNE BIO INC.
(Exact name of registrant as specified in charter)
Nevada 001-38793 47-5205835
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

225 NE Mizner Blvd., Suite 640, Boca Raton,Florida 33432

(Address of Principal Executive Offices) (Zip Code)

(561) 710-0512

(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<br>Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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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 December 22, 2025, INmune Bio Inc. (the “Company”) entered into an amendment (the “Warrant Amendment”) with certain holders of warrants previously issued by the Company in its April 2024 offerings on April 24, 2024 and April 29, 2024, respectively (the “April 2024 Warrants”). The exercise price of an aggregate of 1,348,315 outstanding April 2024 Warrants was (i) reduced to $1.95, which price is greater than Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) as of December 17, 2025, and (ii) the term of such April 2024 Warrants was extended such that they will expire on June 30, 2026. As consideration for the Warrant Amendment, the holders paid the Company $0.05 per April 2024 Warrant, for aggregate proceeds of $67,416.

The foregoing summary of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the form of the Warrant Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

Exhibit No. Description
10.1 Form of Warrant Amendment
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.

INMUNE BIO INC.
Date: December 23, 2025 By: /s/ David Moss
David Moss
Chief Executive Officer

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Exhibit 10.1

FORM OF AMENDMENTTO WARRANT

This Amendment to Common Stock Purchase Warrant (this “Amendment”) is entered into and shall become effective as of the date on which INmune Bio Inc. a Nevada corporation (the “Company”) receives both (i) payment of the Amendment Consideration (as defined below) and (ii) a duly executed copy of this Amendment from the undersigned holder (“Holder”) (such date, the “Effective Date”).


WHEREAS, the Holder is the holder of that certain warrant issued by the Company to the Holder on ___________, 2024 (the “Warrant”);

WHEREAS, the Company and the Holder desire to amend the Warrant as more particularly set forth below in exchange for the Amendment Consideration; WHEREFORE, the parties do hereby agree as follows:

1. The portion of the Warrant’s first paragraph:

and on or prior to 5:00pm(New York City time) on the earlier of (1) the two (2) year anniversary of the Initial Exercise Date or (2) thirty (30) Trading Days followingthe reporting of positive top line data (EMACC p-value of less than or equal to 0.05) in the Phase 2 Alzheimer’s program of XPro1595,

is hereby amended and replaced with the following:

and on or prior to 5:00pm(New York City time) on June 30, 2026

2. The first sentence of Section 2(b) of the Warrant is hereby amended and replaced in its entirety to read:

The exercise price of this Warrantshall be $1.95 per share, subject to adjustment hereunder (the “Exercise Price”).

3. As consideration for this Amendment, the Holder shall pay to the Company $0.05 for each Warrant held by the Holder as of the Effective<br>Date (the “Amendment Consideration”). The effectiveness of this Amendment is expressly conditioned upon the Company’s<br>receipt of the full Amendment Consideration.
4. The Holder must execute and return this Amendment to the Company, together with the Amendment Consideration, no later than December22, 2025 (the “Execution Deadline”). If the Holder does not execute and return this Amendment, together with the<br>Amendment Consideration, to the Company by the Execution Deadline, this Amendment shall be null and void and of no force or effect.
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5. Except as expressly amended herein, all terms and conditions of the Warrant shall remain in full force and effect.
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6. This Amendment shall be governed by and construed in accordance with the laws governing the Warrant.
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7. This Amendment may be executed in counterparts, each of which shall be deemed an original, and shall be binding upon all parties,<br>their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile<br>or email shall constitute an original.
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[Signature Page Follows]

INmune Bio Inc.

By:
Name:
Title:

HOLDER

By:
Name:
Title: