Current Report Filing (8-k)
December 12 2022 - 4:04PM
Edgar (US Regulatory)
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2022-12-09
2022-12-09
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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):
December 9, 2022
INMUNE BIO INC. |
(Exact name of registrant as specified in charter) |
Nevada |
|
001-38793 |
|
47-5205835 |
(State or other
jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
225 NE Mizner Boulevard, Suite 640, Boca
Raton, FL 33432
(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 ☒
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.
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 share |
|
INMB |
|
The NASDAQ Stock Market LLC |
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K that was filed
with the Securities and Exchange Commission on December 30, 2020, the Board of Directors (the “Board”) of INmune Bio Inc.,
a Nevada corporation (the “Company”), approved and adopted a Rights Agreement, dated as of December 30, 2020 (the “Rights
Agreement”), by and between the Company and VStock Transfer, LLC, as rights agent. As
reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2021, the
Company entered into Amendment No. 1 to the Rights Agreement (“Amendment No. 1) on December 20, 2021, to extend the expiration
of the Rights Agreement to December 30, 2022.
On December 9, 2022, the Company and VStock Transfer, LLC entered
into Amendment No. 2 to Rights Agreement (“Amendment No. 2”). Pursuant to Amendment No. 2, the Rights Agreement extended the
expiration of the Rights Agreement to December 30, 2023.
The Rights are in all respects subject to
and governed by the provisions of the Rights Agreement, as amended by the Amendment No.1 and Amendment No. 2.
The foregoing description of the Amendment
No. 2 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment No. 2, a copy
of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.03 Material Modification to Rights
of Security Holders
The information set forth under “Item
1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
Date: December 12, 2022 |
INMUNE BIO INC. |
|
|
|
By: |
/s/ David Moss |
|
|
David Moss |
|
|
Chief Financial Officer |
2
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