| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Inmune Bio, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
45782T105 (CUSIP Number) |
01/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 45782T105 |
| 1 | Names of Reporting Persons Praetorian PR LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization PUERTO RICO | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,103,210.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
SCHEDULE 13G |
| CUSIP No. | 45782T105 |
| 1 | Names of Reporting Persons Praetorian Capital Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,103,210.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 45782T105 |
| 1 | Names of Reporting Persons Praetorian Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,103,210.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 45782T105 |
| 1 | Names of Reporting Persons Mongolia (Barbados) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BARBADOS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 135,753.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 45782T105 |
| 1 | Names of Reporting Persons Mongolia Growth Group Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ALBERTA, CANADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 135,753.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 45782T105 |
| 1 | Names of Reporting Persons Kupperman Harris | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,238,963.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Inmune Bio, Inc. | |
| (b) | Address of issuer's principal executive
offices: 225 NE Mizner Boulevard, Suite 640, Boca Raton, FL 33432 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by Praetorian Capital Fund LLC ("Praetorian Fund"), Praetorian PR LLC ("Praetorian PR"), Praetorian Capital Management LLC ("PCM"), Mongolia (Barbados) Corp. ("Mongolia"), Mongolia Growth Group Ltd. ("MGG") and Harris Kupperman. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Praetorian PR serves as the investment manager of Praetorian Fund and may be deemed to beneficially own the shares of common stock, par value $0.001 per share, of the Issuer (the "Shares") owned directly by Praetorian Fund. PCM serves as the manager of Praetorian Fund and may be deemed to beneficially own the Shares owned directly by Praetorian Fund. MGG is the controlling person and sole shareholder of Mongolia and may be deemed to beneficially own the Shares owned directly by Mongolia. Mr. Kupperman, as the managing member of each of Praetorian PR and PCM may be deemed to beneficially own the Shares owned directly by Praetorian Fund, and as the CEO and Executive Chairman of MGG may be deemed to beneficially own the Shares owned directly by Mongolia. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal office of each of Praetorian PR and Mr. Kupperman is Carr 429, Km 4.1, Bo. Barrero, Rincon, Puerto Rico 00677. The address of the principal office of each of Praetorian Fund and PCM is 3271 Riviera Drive, Coral Gables, Florida 33134. The address of the principal office of each of Mongolia and MGG is 100 King Street West, Suite 5600, Toronto, Ontario, Canada, M5X 1C9. | |
| (c) | Citizenship: Each of Praetorian Fund and PCM are organized under the laws of Delaware. Praetorian PR is organized under the laws of Puerto Rico. Mongolia is organized under the laws of Barbados. MGG is organized under the laws of Alberta, Canada. Mr. Kupperman is a citizen of the United States of America. | |
| (d) | Title of class of securities: Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 45782T105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of the date hereof:
(i) Praetorian Fund directly beneficially owns 1,103,210 Shares, including 181,800 Shares issuable upon the exercise of certain warrants exercisable within 60 days of the date hereof (the "Warrants") and 79,200 Shares underlying certain call options exercisable within 60 days of the date hereof;
(ii) Praetorian PR, as the investment manager of Praetorian Fund, may be deemed the beneficial owner of the 1,103,210 Shares directly beneficially owned by Praetorian Fund;
(iii) PCM, as the manager of Praetorian Fund, may be deemed the beneficial owner of the 1,103,210 Shares directly beneficially owned by Praetorian Fund;
(iv) Mongolia directly beneficially owns 135,753 Shares, including 10,000 Shares underlying certain call options exercisable within 60 days of the date hereof;
(v) MGG, as the controlling person and sole shareholder of Mongolia, may be deemed the beneficial owner of the 135,753 Shares directly beneficially owned by Mongolia; and
(vi) Mr. Kupperman, as the managing member of each of Praetorian PR and PCM and the CEO and Executive Chairman of MGG, may be deemed the beneficial owner of the 1,103,210 Shares directly beneficially owned by Praetorian Fund and the 135,753 Shares directly beneficially owned by Mongolia.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that such Reporting Person does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
| (b) | Percent of class: The following percentages are based on 22,172,451 Shares outstanding as of October 31, 2024, which is the total number of Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, plus the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable.
As of the date hereof, (i) Praetorian Fund beneficially owns approximately 4.9% of the outstanding Shares, (ii) each of Praetorian PR and PCM may be deemed to beneficially own approximately 4.9% of the outstanding Shares, (iii) Mongolia beneficially owns approximately 0.6% of the outstanding Shares, (iv) MGG may be deemed to beneficially own approximately 0.6% of the outstanding Shares and (v) Mr. Kupperman may be deemed to beneficially own approximately 5.5% of the outstanding Shares. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the
vote: See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
99.1 - Joint Filing Agreement |