Inmune Bio, Inc.

DEF 14A 1 ea0259630-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

INMUNE BIO INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

225 NE Mizner Blvd., Suite 640

NOTICE OF 2025 SPECIAL MEETING OF STOCKHOLDERS

To Be Held On November 18, 2025

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of INmune Bio Inc., a Nevada corporation (the “Company”), will be held on November 18, 2025, at 10:00 a.m., Eastern Time, in a virtual meeting format, which will be conducted via live webcast. You may attend the Special Meeting online, vote your shares electronically and submit questions by visitingwww.virtualshareholdermeeting.com/INMB2025SM.

The Special Meeting will be held for the following purposes:

1. To approve the repricing of certain outstanding stock options that have been granted under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”), 2019 Stock Incentive Plan (the “2019 Plan”), and Second Amended and Restated 2021 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time in accordance with its terms, the “2021 Plan”) (the “Option Repricing Proposal” or “Proposal 1”);

2. To approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of additional proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Option Repricing Proposal at the time of the Special Meeting (the “Adjournment Proposal” or “Proposal 2”); and

3. To transact such other business as may properly come before the Special Meeting or any continuations, adjournments, and postponements thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Special Meeting.

Our Board of Directors has established the close of business on September 30, 2025, as the “record date” for the Special Meeting. This means that you are entitled to notice of, and to vote at, the Special Meeting or any continuations, adjournments, and postponements thereof if our stock records show that you owned our common stock at that time.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to provide our proxy materials to our stockholders using the “full set delivery option” in connection with the Special Meeting, pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we are delivering to our stockholders paper copies of the accompanying proxy statement and form of proxy card (collectively, the “Proxy Materials”) by mail. In addition to delivery of the Proxy Materials to our stockholders, we will post the Proxy Materials on a publicly accessible website and provide information to our stockholders about how to access the website. The proxy statement is dated October 14, 2025 and is first being mailed to stockholders on or about October 14, 2025.

Please see the “Information About the Special Meeting and Voting” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Special Meeting, including the ability of stockholders to submit questions during the Special Meeting, and technical details and support related to accessing the virtual platform. There is no physical location for the Special Meeting. You will not be able to attend the Special Meeting in person.

Your vote is important. Whether or not you plan to attend the Special Meeting virtually and vote your shares online, it is important that your shares be represented. You may vote over the Internet, via telephone or by mail. You are urged to vote in accordance with the instructions set forth in the Proxy Materials. We encourage you to vote by proxy so that your shares will be represented and voted at the Special Meeting, whether or not you can attend. You will need the 16-digit control number included on your proxy card or the instructions that accompany your proxy materials to attend the Special Meeting virtually via the Internet. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the Special Meeting. If your shares are held in “street name” (i.e., held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means, at your earliest convenience.

Thank you for your continued support of INmune Bio Inc.

By Order of the Board of Directors,

/s/ David Moss

David Moss

Chief Executive Officer and Director

Boca Raton, Florida