INmune Bio Inc. filed a Form 8-K on October 29, 2026, disclosing that on October 27, 2026, the company entered into a securities purchase agreement for a registered direct offering and concurrent private placement expected to generate aggregate gross proceeds of $4.5 million.

Key Highlights

  • Offering size: The company agreed to issue and sell 3,000,000 shares of common stock at an offering price of $1.50 per share.
  • Gross proceeds: The company expects to receive aggregate gross proceeds of $4.5 million, before deducting placement agent fees and offering expenses.
  • Concurrent warrants: The company also agreed to issue unregistered warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $1.65 per share.
  • Warrant terms: The warrants become exercisable on April 27, 2027, and expire on April 27, 2032.
  • Placement agent: A.G.P./Alliance Global Partners is acting as sole placement agent, earning a cash fee equal to 7.0% of gross proceeds plus reimbursement of up to $100,000 in accountable legal expenses and up to $25,000 in non-accountable expenses.
  • Expected closing: The offering is expected to close on October 29, 2026, subject to customary closing conditions.

INmune Bio's $4.5 Million Offering: Structure, Warrants, and Placement Terms

According to the filing, INmune Bio Inc. (NASDAQ:INMB) entered into a securities purchase agreement on October 27, 2026, with a single investor. Under that agreement, the company agreed to issue and sell 3,000,000 shares of its common stock, par value $0.001 per share, at $1.50 per share in a registered direct offering. The shares are being offered pursuant to the company's shelf registration statement on Form S-3 (File No. 333-279036), which the SEC declared effective on August 7, 2024, and a prospectus supplement filed with the SEC on October 28, 2026.

In a concurrent private placement, the company also agreed to issue to the same purchaser unregistered warrants to purchase up to 3,000,000 shares of common stock. The filing discloses that these warrants carry an exercise price of $1.65 per share, will first become exercisable on April 27, 2027 (six months after the date of issuance), and will expire on April 27, 2032. The filing states that if no effective registration statement is available at the time of exercise, the warrants may be exercised on a cashless basis, and will be automatically exercised on a cashless basis on the expiration date. The purchaser is also subject to a beneficial ownership cap of 9.99% of the outstanding common stock immediately after any exercise, which may be adjusted up to a maximum of 19.99% upon 61 days' notice to the company.

The filing further discloses that the company agreed to file a resale registration statement on Form S-1 (or other available form) within 30 calendar days of the closing date, with a target effective date within 90 days of filing, or 120 days in the event of an SEC review. In connection with the offering, the company entered into a placement agency agreement with A.G.P./Alliance Global Partners on October 27, 2026, under which the placement agent agreed to act on a "reasonable best efforts" basis. The common warrants and related shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, according to the filing.

What Was Disclosed

INmune Bio disclosed a registered direct offering of 3,000,000 shares at $1.50 per share plus a concurrent private placement of warrants to purchase 3,000,000 shares at $1.65, with expected gross proceeds of $4.5 million before fees and expenses.