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 16, 2026, INmune Bio Inc. (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”), where the stockholders of the Company approved the Company’s Third 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 6,500,000 shares to 9,158,525 shares. In addition, the stockholders approved to implement an evergreen provision for the purpose of increasing the number of shares of common stock reserved for the grant of Awards under the Amended Plan automatically on the first trading day of each calendar year beginning with calendar year 2027 through and including the first trading day of calendar year 2031 by the lesser of: (A) 10.0% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding calendar year or (B) such smaller number of shares as is determined by the Company’s board of directors. 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. 3 in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026 (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 20, 2026, the record date for the Annual Meeting, 26,585,258 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 | |||||||||
| David Moss | 6,834,995 | 2,120,682 | 8,501,317 | |||||||||
| J. Kelly Ganjei | 5,955,609 | 3,000,068 | 8,501,317 | |||||||||
| Tim Schroeder | 6,622,916 | 2,332,761 | 8,501,317 | |||||||||
| Scott Juda, JD | 7,508,310 | 1,447,367 | 8,501,317 | |||||||||
| Marcia Allen | 6,342,910 | 2,612,767 | 8,501,317 | |||||||||
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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, 2026.
| For | Against | Abstentions | Broker Non-Votes | |||
| 17,293,255 | 107,064 | 56,675 | 0 |
Proposal Three: Approval of the Third 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 | |||
| 6,085,086 | 2,775,224 | 95,367 | 8,501,317 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Third Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan. | |
| 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 17, 2026 | By: | /s/ David Moss |
| David Moss | ||
| Chief Financial Officer | ||
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