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): June 1, 2021
INMUNE BIO INC.
(Exact name of registrant as specified in charter)
| Nevada | | 001-38793 | | 47-5205835 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation) | | | | Identification No.) |
1200 Prospect Street, Suite 525, 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted in Item 5.07 below, on June 1, 2021, the stockholders of INmune Bio, Inc. (the “Company”) approved the Company’s 2021 Stock Incentive Plan (the “2021 Plan”), pursuant to which 2,000,000 shares of the Company’s common stock will be made available for issuance under the 2021 Plan. The 2021 Plan is described in more detail in the Company's 2021 Proxy Statement, which was filed with the Securities and Exchange Commission on April 26, 2021. A copy of the 2021 Plan is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 1, 2021. Each share of the Company’s common stock was entitled to one vote per share. The matters voted upon and the results are set forth below.
Proposal One: Election of Directors.
Stockholders elected each of the following nominees as director to hold office until the next meeting of the Company’s stockholders and until his or her successor is elected and qualified.
.
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Edgardo Baracchini, PhD | | 5,729,865 | | 672,301 | | 3,023,445 |
| J. Kelly Ganjei | | 5,717,512 | | 684,654 | | 3,023,445 |
| Scott Juda, JD | | 6,297,189 | | 104,997 | | 3,023,445 |
| Tim Schroeder | | 6,036,902 | | 365,264 | | 3,023,445 |
| David Szymkowski, PhD | | 6,305,251 | | 96,915 | | 3,023,445 |
| Raymond J. Tesi, MD | | 6,300,950 | | 101,216 | | 3,023,445 |
| Marcia Allen | | 5,863,742 | | 538,424 | | 3,023,445 |
Proposal Two: Ratification of Appointment of Independent Auditor.
Stockholders approved the ratification of the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 9,338,290 | | 85,618 | | 1,703 | | 0 |
Proposal Three: Approval of the INmune Bio, Inc. 2021 Stock Inventive Plan.
As noted above, stockholders approved the Company’s 2021 Stock Incentive Plan.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 5,746,592 | | 612,313 | | 43,261 | | 3,023,445 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: June 3, 2021 | By: | /s/ David Moss |
| | | David Moss |
| | | Chief Financial Officer |
