INmune Bio Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number:001-38793 INMUNE BIO INC.(Exact name of registrant as specified in its charter) Nevada47-5205835(State or other jurisdiction of(I.R.S. Employer 225 NE Mizner Blvd,Suite 640Boca Raton,FL33432(Address of principal executive offices)(Zip Code) (858)964 3720(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of Market Where Traded Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $135millionas of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2024), based upon the closingsale price for the registrant’s common stock on that day as reported by The Nasdaq Capital Market. For purposes of this computationonly, all executive officers and directors have been deemed affiliates. As of March 27, 2025, there are22,930,311shares of common stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information in Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement forthe 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the fiscalyear ended December 31, 2024. TABLE OF CONTENTS 1.Business11A.Risk Factors291B.Unresolved Staff Comments541C.Cybersecurity542.Properties543.Legal Proceedings544.Mine Safety Disclosures54 PART II 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities556.[Reserved]557.Management’s Discussion and Analysis of Financial Condition and Results of Operations557A.Quantitative and Qualitative Disclosures About Market Risk668.Financial Statements and Supplementary DataF-19.Changes in and Disagreements with Accountants on Accounting, and Financial Disclosure679A.Controls and Procedures679B.Other Information679C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections67 PART III68 10.Directors, Executive Officers, and Corporate Governance6811.Executive Compensation6812.Security Ownership of Certain Beneficial Ow