INmune Bio Inc美股招股说明书(2025-12-19版)

INMUNE BIO INC. We have entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.” or “the Sales Agent”), dated December 19,2025 (the “Sales Agreement”), relating to the sale of shares of our common stock, $0.001 par value per share (the “common stock”),offered by this prospectus supplement and the accompanying base prospectus. As described below, we are offering under thisprospectus supplement and the accompanying base prospectus up to $65 million of shares of our common stock through the SalesAgent. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq” or the “Nasdaq Capital Market”) under the symbol “INMB.” OnDecember 18, 2025, the last reported sale price of our common stock on Nasdaq was $1.82 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). A.G.P. is not required tosell any specific number or dollar amount of our common stock, but will act as a Sales Agent using commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. The shares of our commonstock to which this prospectus supplement relates will be sold through A.G.P. on any given day. There is no arrangement for funds tobe received in any escrow, trust or similar arrangement. The compensation to A.G.P. for sales of shares of our common stock sold pursuant to the Sales Agreement will be equal to 3.0% of thegross proceeds from each such sale. In connection with the sale of shares of common stock on our behalf, A.G.P. will be deemed to bean “underwriter” within the meaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities,including liabilities under the Securities Act. Investing in our common stock involves significant risks. Please read the information contained in or incorporated byreference under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement, and under similar headingsin other documents filed with the Securities and Exchange Commission and incorporated by reference into this prospectussupplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. A.G.P. The date of this prospectus supplement is December 19, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-6DIVIDEND POLICYS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-12EXPERTSS-12WHERE YOU CAN FIND MORE INFORMATIONS-12INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-13 Prospectus PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF WARRANTS9DESCRIPTION OF UNITS10PLAN OF DISTRIBUTION10LEGAL MATTERS13EXPERTS13WHERE YOU CAN FIND MORE INFORMATION13INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE14 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a shelf registration statement on Form S-3 (File No.333-279036) that we have filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2024, as amended on August 2,2024, and was declared effective by the SEC on August 7, 2024, utilizing a “shelf” registration process. Under the shelf registrationprocess, we may offer securities having an aggregate offering price of up to $250,000,000 under the accompanying base prospectus.This prospectus supplement may add to, update or change information in the accompanying base prospectus and the documentsincorporated by reference into this prospectus supplement or the accompanying base prospectus. Before buying any of the shares ofour common stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying baseprospectus, together with the information incorporated by reference as described under the headings “Where You Can Find MoreInformation” and “Incorporation of Certain Information by Reference” in this prospectus supplement. These documents containimportant information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and alsoadds to and updates information contained in the accompanying b