|
|
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): May 16, 2019
|
INMUNE BIO INC. |
|
(Exact name of registrant as specified in charter) |
|
Nevada |
|
001-38793 |
|
47-5205835 |
|
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
|
of incorporation) |
|
File Number) |
|
Identification No.) |
1224 Prospect Street, Suite 150, 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)) |
|
|
¨ |
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).
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 |
Emerging growth company x
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
As previously reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2019, INmune Bio Inc. (the “Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with Dr. Raymond J. Tesi, the Company’s Chief Executive Officer and a member of the Company’s board of directors who purchased 11,100 Shares of the Company’s Common Stock at a purchase price of $9.00 a share and David Moss, the Company’s Chief Financial Officer, Secretary and Treasurer who purchased 5,000 shares of the Company’s common stock at a purchase price of $9.00 per share.
On May 16, 2019, the Company and Mr. Moss entered into an Amendment to the Securities Purchase Agreement pursuant to which the definition of Purchase price was amended to be $10.71 per share and on May 16, 2019, Mr. Moss paid the Company $8,550, representing the additional amount of the Purchase Price.
On May 16, 2019, the Company and Dr. Tesi entered into an Amendment to the Securities Purchase Agreement pursuant to which the definition of Purchase price was amended to be $10.75 per share and on May 16, 2019, Dr. Tesi paid the Company $19,425, representing the additional amount of the Purchase Price.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing descriptions of the Amended Securities Purchase Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.
Item 9.01 Financial statements and Exhibits
(d) Exhibits.
| 10.1 |
|
Amendment to Securities Purchase Agreement between INmune Bio, Inc. and Raymond J. Tesi |
|
|
|
|
| 10.2 |
|
Amendment to Securities Purchase Agreement between INmune Bio, Inc. and David J. Moss |
|
2 |
|
|
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.
|
|
INMUNE BIO INC. |
||
|
|
|||
|
Date: May 17, 2019 |
By: |
/s/ David Moss |
|
|
|
David Moss |
||
|
|
Chief Financial Officer |
||
|
3 |
EXHIBIT 10.1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”) is made and entered into as of May 16, 2019 (the “Effective Date”), by and between INmune Bio Inc., a Nevada corporation (the “Company”) and Raymond J. Tesi (“Purchaser”).
WHEREAS , the Company and Purchaser entered into that certain Securities Purchase Agreement, dated May 6, 2019 (the “Agreement”) pursuant to which Company agreed to sell and Purchaser agreed to buy eleven thousand one hundred (11,100) shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $9.00 per share;
WHEREAS , the Company and Purchaser desire to amend the Agreement as set forth herein;
NOW, THEREFORE , in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to the Agreement .
(a) Article 1 of the Agreement is hereby amended to read as follows:
“‘ Per Share Purchase Price equals $10.75, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.”
2. Effect of Amendment . Except as modified and amended by this Amendment, the Agreement is hereby ratified, confirmed and approved, and shall continue in full force and effect.
3. General Provisions . This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. This Amendment and the Agreement cannot be terminated, altered or amended except pursuant to an instrument in writing signed in accordance with the terms of the Agreement as herein amended. If any provision hereof shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Amendment, and the Amendment shall be carried out as if any such invalid or unenforceable provision were not contained herein. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Amendment and the Agreement (and any exhibits and schedules thereto and certificates delivered thereunder) set forth the entire understanding among the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof among the parties hereto.
IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the Effective Date.
|
INMUNE BIO INC. |
|||
| By: | /s/ David Moss | ||
|
|
|
CFO | |
|
PURCHASER: |
|||
|
|
|
|
|
| By: | /s/ Raymond J. Tesi | ||
|
|
|
Raymond J. Tesi |
|
EXHIBIT 10.2
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”) is made and entered into as of May 16, 2019 (the “Effective Date”), by and between INmune Bio Inc., a Nevada corporation (the “Company”) and David Moss (“Purchaser”).
WHEREAS , the Company and Purchaser entered into that certain Securities Purchase Agreement, dated May 6, 2019 (the “Agreement”) pursuant to which Company agreed to sell and Purchaser agreed to buy five thousand (5,000) shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $9.00 per share;
WHEREAS , the Company and Purchaser desire to amend the Agreement as set forth herein;
NOW, THEREFORE , in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to the Agreement .
(a) Article 1 of the Agreement is hereby amended to read as follows:
“‘ Per Share Purchase Price equals $10.71, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.”
2. Effect of Amendment . Except as modified and amended by this Amendment, the Agreement is hereby ratified, confirmed and approved, and shall continue in full force and effect.
3. General Provisions . This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. This Amendment and the Agreement cannot be terminated, altered or amended except pursuant to an instrument in writing signed in accordance with the terms of the Agreement as herein amended. If any provision hereof shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Amendment, and the Amendment shall be carried out as if any such invalid or unenforceable provision were not contained herein. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Amendment and the Agreement (and any exhibits and schedules thereto and certificates delivered thereunder) set forth the entire understanding among the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof among the parties hereto.
IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the Effective Date.
|
INMUNE BIO INC. |
|||
| By: | /s/ Raymond J. Tesi | ||
|
|
|
CEO | |
|
PURCHASER: |
|||
|
|
By: |
/s/ David Moss |
|
|
|
|
David Moss |
|