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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right to buy) | $ 6.4 | 09/12/2024 | P | 15,380 | (1) | 03/16/2030 | Common Stock | 15,380 | $ 0.125 | 15,380 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tesi Raymond Joseph C/O INMUNE BIO INC. 225 NE MIZNER BLVD., SUITE 640 BOCA RATON,, FL 33432 |
X | X | President and CEO | |
| /s/ Tesi Raymond Joseph | 09/16/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The common shares and warrants reported on this Form 4 were purchased in a registered direct offering at a price of $6.50, for an aggregate purchase price of $13,000,000 pursuant to a securities purchase agreement dated September 12, 2024. The Warrants are exercisable on or after March 16, 2025 and will terminate on March 16, 2030 unless such termination is accelerated pursuant to the terms of the Warrants (the "Termination Date"), provided, however, in the event that the Warrant is held by Insiders and the Termination Date is during a period that such Insiders are subject to a blackout with respect to trading in the Company's common stock, such Insiders will have an additional 60 days from the termination of the blackout to exercise the Warrant. The exercise price the Warrants is $6.40 per share subject to adjustment as provided in the Warrant. |