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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2025
| INMUNE BIO INC. |
| (Exact name of registrant as specified in charter) |
| Nevada | 001-38793 | 47-5205835 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
225 NE Mizner Blvd., Suite 640, Boca Raton, Florida 33432
(Address of Principal Executive Offices) (Zip Code)
(561) 710-0512
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per shares | INMB | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2025, INmune Bio Inc. (the “Company”) and David J. Moss, the Company’s President and Chief Executive entered into an amendment to Mr. Moss’s employment agreement, dated November 26, 2025, to correct a mistake in the original agreement, restating his base salary to $454,000 per annum and restating his option grant under the Second Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan, as amended and in effect, to 750,000 shares subject to his option.
On December 2, 2025, the Company and Cory Ellspermann, the Company’s Chief Financial Officer entered into an amendment to Mr. Ellspermann employment agreement, dated November 26, 2025, to correct a mistake in the original agreement, restating his base salary to $240,000 per annum.
The foregoing summaries of the amendments to the employment agreements of Messrs. Moss and Ellspermann are qualified in their entirety by reference to the full text of such amendments, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Employment Agreement, dated December 2, 2025, between INmune Bio Inc. and David Moss | |
| 10.2 | Amendment to Employment Agreement, dated December 2, 2025, between INmune Bio Inc. and Cory Ellspermann | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 3, 2025 | By: | /s/ David Moss |
| David Moss | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of December 2, 2025 (the “Amendment Date”) by and between INmune Bio Inc. (the “Company”), and David Moss (the “Employee”). The Company and the Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties previously entered into that certain Employment Agreement dated November 26, 2025 (the “Original Agreement”); and
WHEREAS, the Parties have determined that the annual compensation stated in the Original Agreement contained an error, and the Parties desire to correct such error and amend the Original Agreement accordingly; and
WHEREAS, the Parties have also determined that the stock option grant amount specified in Section 2.3 of the Original Agreement was stated in error, and the Parties desire to amend the Original Agreement to reflect the corrected number of stock options to be granted; and
WHEREAS, except as expressly amended by this Amendment, all terms and conditions of the Original Agreement shall remain unchanged and in full force and effect.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendment to Annual Compensation
Section 2.1 of the Original Agreement titled “Base Salary” is hereby deleted in its entirety and replaced with the following:
“For services to be rendered hereunder, you shall receive a base salary at the rate of $454,000 per year (the “Base Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s regular payroll schedule.”
2. Amendment to Stock Option Provision
The first sentence within Section 2.3 of the Original Agreement is hereby deleted in its entirety and replaced with the following, while the remaining of Section 2.3 shall remain unchanged:
“Subject to approval by the Board, the Employee shall be granted an option to purchase 750,000 shares of common stock of the Company (the “Option”) pursuant to the Second Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan (as amended from time to time, the “Plan”).”
3. Retroactive Effect
The Parties acknowledge and agree that the amendments set forth in this Amendment are intended solely to correct errors in the Original Agreement, and shall be deemed effective retroactively as of the Effective Date (as defined in the Original Agreement).
4. No Other Changes
Except as expressly amended by this Amendment, all other terms, provisions, obligations, and conditions of the Original Agreement shall remain in full force and effect without modification.
5. Counterparts
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by PDF shall be deemed effective for all purposes.
6. Ratification
The Parties hereby ratify and reaffirm all provisions of the Original Agreement as amended by this Amendment.
7. Governing Law
This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date. INmune Bio Inc.
| By: | /s/ Tim Schroeder | |
| Name | Tim Schroeder | |
| Title: | Chairman of Compensation Committee |
Signature
| /s/ David Moss |
Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of December 2, 2025 (the “Amendment Date”) by and between INmune Bio Inc. (the “Company”), and Cory Ellspermann (the “Employee”). The Company and the Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties previously entered into that certain Employment Agreement dated November 26, 2025 (the “Original Agreement”); and
WHEREAS, the Parties have determined that the annual compensation stated in the Original Agreement contained an error, and the Parties desire to correct such error and amend the Original Agreement accordingly; and
WHEREAS, except as expressly amended by this Amendment, all terms and conditions of the Original Agreement shall remain unchanged and in full force and effect.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendment to Annual Compensation
Section 2.1 of the Original Agreement titled “Base Salary” is hereby deleted in its entirety and replaced with the following:
“For services to be rendered hereunder, you shall receive a base salary at the rate of $240,000 per year (the “Base Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s regular payroll schedule.”
2. Retroactive Effect
The Parties acknowledge and agree that the amendments set forth in this Amendment are intended solely to correct errors in the Original Agreement, and shall be deemed effective retroactively as of the Effective Date (as defined in the Original Agreement).
3. No Other Changes
Except as expressly amended by this Amendment, all other terms, provisions, obligations, and conditions of the Original Agreement shall remain in full force and effect without modification.
4. Counterparts
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by PDF shall be deemed effective for all purposes.
5. Ratification
The Parties hereby ratify and reaffirm all provisions of the Original Agreement as amended by this Amendment.
6. Governing Law
This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date. INmune Bio Inc.
| By: | /s/ Tim Schroeder | |
| Name: | Tim Schroeder | |
| Title: | Chairman of Compensation Committee |
Signature
| /s/ Cory Ellspermann |