UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 10, 2025, INmune Bio Inc. (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”), where the stockholders of the Company approved the Company’s Second Amended and Restated 2021 Stock Incentive Plan (the “Amended Plan”), pursuant to which the shares of the Company’s common stock issuable under the Company’s Amended and Restated 2021 Stock Incentive Plan was increased from 4,000,000 shares to 6,500,000 shares and now permits the acceleration of vesting awards upon a change of control. The Amended Plan was previously approved by the Company’s board of directors and as noted below was approved by the Company’s stockholders at the Annual Meeting.
For a description of the material terms of the Amended Plan, see Proposal No. 5 in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025, as supplemented on April 25, 2025, and as amended on May 9, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Amended Plan contained herein and in the Proxy Statement, are qualified in their entirety by reference to the full text of the Amended Plan, a copy of which is filed hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, each share of the Company’s common stock was entitled to one vote per share. As of April 14, 2025, the record date for the Annual Meeting, 22,984,115 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
Proposal One: Election of Directors.
Stockholders elected each of the following nominees as directors 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 | |||||||||
| Raymond J. Tesi, MD | 10,338,962 | 523,054 | 5,442,095 | |||||||||
| J. Kelly Ganjei | 10,179,113 | 682,903 | 5,442,095 | |||||||||
| Tim Schroeder | 10,337,066 | 524,950 | 5,442,095 | |||||||||
| Scott Juda, JD | 10,322,697 | 539,319 | 5,442,095 | |||||||||
| Marcia Allen | 10,135,837 | 726,179 | 5,442,095 | |||||||||
Proposal Two: Ratification of Appointment of Independent Auditor.
Stockholders approved the ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2025.
| For | Against | Abstentions | Broker Non-Votes | |||
| 16,180,211 | 93,889 | 30,011 | 0 |
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Proposal Three: To approve, by non-binding advisory vote, the resolution approving named executive officer compensation.
The compensation of the Company’s named executive officers was approved, by a non-binding advisory vote, as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 10,541,030 | 224,831 | 96,155 | 5,442,095 |
Proposal Four: To approve, by non-binding advisory vote, the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 1,093,716 | 42,941 | 9,612,475 | 112,884 | 5,442,095 |
In accordance with the voting results on this proposal, the Company’s board of directors has determined that the Company shall hold an advisory vote on executive compensation every three years until the next required say-on-frequency vote.
Proposal Five: Approval of the Second Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan.
As noted above, the stockholders approved the Amended Plan.
| For | Against | Abstentions | Broker Non-Votes | |||
| 9,929,340 | 838,301 | 94,375 | 5,442,095 |
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Item 8.01. Other Events.
On June 10, 2025, the Company issued a press release announcing the Company’s collaboration with Kirsty Dixon PhD, Assoc Prof. of Surgery at Virginia Commonwealth University in Richmond, Virginia on the interaction of traumatic brain injury and Alzheimer's disease.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan. | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 10, 2025 | By: | /s/ David Moss |
| David Moss | ||
| Chief Financial Officer | ||
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