Inmune Bio, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

(In thousands, except share amounts)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(In thousands, except share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

INmune Bio Inc. (the “Company” or “INmune Bio”) is a clinical stage biotechnology pharmaceutical company focused on developing and commercializing its product candidates to treat diseases where inflammation and immunology cause a dysfunctional immune system contributing to disease. INmune Bio has three product platforms. The CORDStrom product platform is a pooled, human umbilical cord mesenchymal stem cell product currently being developed to treat recessive dystrophic epidermolysis bullosa (“RDEB”). The DN-TNF product platform utilizes dominant-negative technology to selectively neutralize soluble TNF, a key driver of innate immune dysfunction and mechanistic target of many diseases and was used for its Alzheimer’s clinical trial (“XPro”). The Natural Killer Cell Priming Platform includes INKmune aimed at priming the patient’s NK cells to eliminate minimal residual disease in patients with cancer. The Company has ceased development activities related to INKmune.

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of INmune Bio Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated.

In the opinion of management, the interim financial information includes all normal recurring adjustments necessary for a fair statement of the results for the interim periods. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026.

Use of Estimates

Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Significant Accounting Policies

The Company’s significant accounting policies have not changed during the nine months ended September 30, 2026 from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025.

Going concern

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. During the nine months ended September 30, 2026, the Company incurred a net loss of $11.4 million and had net cash flows used in operating activities of $10.0 million. Given the Company’s projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations through one year following the date that the financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management is currently evaluating different strategies to obtain the required funding of future operations. Financing strategies may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as government funding, collaborations, strategic alliances, divestment of non-core assets, or licensing arrangements with third parties. There can be no assurances that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation of such plans cannot be considered probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

At September 30, 2026, the Company had 9,743,841 potentially issuable shares of common stock upon the exercise of stock options and 3,060,706 potentially issuable shares of common stock upon the exercise of warrants.

At December 31, 2025, the Company had 9,759,882 potentially issuable shares of common stock upon the exercise of stock options and 3,944,138 potentially issuable shares of common stock upon the exercise of warrants.

Segment Information

The Company has one primary business activity and operates inone reportable segment.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer who evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. The measures of profitability and the significant segment expenses reviewed by the CODM are consistent with these financial statements and footnotes.

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03 related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgements about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The standard permits adoption on either a prospective or retrospective basis. The Company currently plans to adopt this guidance on a prospective basis for the year ending December 31, 2027. Aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The standard permits either prospective or retrospective application. The Company currently plans to adopt ASU 2025-11 on a prospective basis for the year ending December 31, 2028. The Company is currently evaluating the impact of adopting ASU 2025-11 on our financial statements.

NOTE 2 – RESEARCH AND DEVELOPMENT ACTIVITY

Under Australian tax law, the Company may qualify for refundable R&D tax credits for eligible research and development expenditures, subject to certain requirements. The Company’s Australian subsidiary has historically submitted claims for these credits. At September 30, 2026 and December 31, 2025, the Company recorded Australian R&D tax credit receivables of $0 and $3,897,000, respectively. During the three and nine months ended September 30, 2026, the Company received approximately $4.2 million and $7.8 million, respectively, in Australian R&D tax credit reimbursements.

According to UK tax law, the Company is allowed an R&D tax credit that reduces a company’s tax bill in the UK for expenses incurred in R&D subject to certain requirements. At September 30, 2026 and December 31, 2025, the Company had a research and development tax credit receivable of $1,211,000 and $387,000, respectively, for R&D expenses incurred in the UK. During the three and nine months ended September 30, 2026, the Company received approximately $0.0 million and $0.8 million, respectively, in tax credit reimbursements from the UK.

CORDStrom License Agreement

During February 2025, the Company and Great Ormond Street Hospital for Children NHS Foundation Trust (“GOSH”) entered into a license agreement for the exclusive commercial use to clinical trial data associated with a GOSH study investigating the potential of CORDStrom to treat RDEB in pediatric patients (the “MissionEB study”). The Company owns the intellectual property covering CORDStrom, the investigational medicinal product used in the MissionEB study. In addition, the Company owns intellectual property and maintains trade secret protections covering the manufacturing of CORDStrom. With this license to the clinical trial data, the Company intends to prepare applications seeking regulatory approval of CORDStrom for treatment of pediatric RDEB from the FDA, EMA, and MHRA. Terms of the license agreement include a milestone payment of up to £6,000,000 (approximately $8.1 million as of September 30, 2026) due on the first to occur marketing authorization to be granted by the FDA, EMA or MHRA, which had not occurred as of September 30, 2026.

Under the license agreement, the Company was previously obligated to provide CORDStrom for use in the MissionEB clinical study at no cost. During February 2026, the MissionEB study was formally closed, and the Company’s obligation to supply CORDStrom in connection with that study has terminated in accordance with the terms of the license agreement. As a result, the Company has no remaining contractual product supply obligations related to the MissionEB study under the license agreement.

Xencor, Inc. License Agreement

During October 2017, the Company entered into a license agreement with Xencor, Inc., as amended. Under the agreement, the Company obtained an exclusive, worldwide, royalty-bearing license to develop and commercialize products incorporating Xencor’s XPro protein technology targeting soluble tumor necrosis factor.

The Company is obligated to pay a 5% royalty on net sales of licensed products on a country-by-country and product-by-product basis for the later of the patent term or ten years following first commercial sale.

INKmune License Agreement

The Company is party to a license agreement with Immune Ventures, LLC (“Immune Ventures”), a related party, under which it obtained exclusive worldwide rights to certain intellectual property. The agreement provides for milestone payments upon the achievement of specified development and regulatory events and a 1% royalty on future net sales. No sales have occurred under the license.

As of September 30, 2026 and December 31, 2025, the Company recorded a $25,000 milestone payable to Immune Ventures, which is included in accounts payable and accrued liabilities – related party.

NOTE 3 – FAIR VALUE MEASUREMENTS

The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis:

NOTE 4– EQUIPMENT, NET

Equipment, net consisted of the following (in thousands):

Depreciation expense was approximately $0.1 million and $0.2 million for the three and nine months ended September 30, 2026, respectively.

NOTE 5 – LEASE

As of September 30, 2026, the maturities of our lease liabilities are as follows:

The weighted-average lease term as of September 30, 2026 and December 31, 2025 was 2.2 years and 1.5 years, respectively. As of September 30, 2026 and 2025, the weighted-average discount rate for operating leases was 12.0%.

During the three and nine months ended September 30, 2026, the Company recognized $208,000 and $561,000, respectively, in operating lease expense. During the three and nine months ended September 30, 2025, the Company recognized $134,000 and $229,000, respectively, in operating lease expense.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock – At the Market Offering

During August 2024, the Company entered into an amended and restated at-the-market sales agreement with RBC Capital Markets LLC and BTIG (together, the “Sales Agents”) relating to the offer and sale of shares of our common stock. The Company was required to pay the Sales Agents a commission of 3% of the gross proceeds from the sale of shares. During the nine months ended September 30, 2025, the Company issued and sold 1,304,707 shares of common stock at an average price of $8.01 per share under the ATM program. The aggregate net proceeds were approximately $10.1 million after commission expenses. On December 19, 2025, the Company terminated the amended and restated ATM sales agreement with the Sales Agents.

On December 19, 2025, the Company entered into a sales Agreement with A.G.P./Alliance Global Partners (“AGP”), as sales agent, pursuant to which the Company may offer and sell, from time to time, up to $65,000,000 of shares of its common stock through AGP in exchange for a 3% commission on gross proceeds. During the nine months ended September 30, 2026, the Company sold 598,947 shares of common stock at an average price of $1.80 per share under the ATM program. The aggregate net proceeds were approximately $1.0 million after expenses.

Registered Direct Offerings*

During June 2025, the Company entered into securities purchase agreements with investors whereby the Company sold 3,000,000 shares of the common stock in a registered direct offering in exchange for gross proceeds of $18.9 million (net proceeds of approximately $17.4 million).

Stock options

On June 16, 2026, stockholders approved the Third Amended and Restated 2021 Stock Incentive Plan, increasing authorized shares from 6,500,000 to 9,158,525 and providing for annual increases from 2027 through 2031 equal to the lesser of 10% of common shares outstanding at the preceding year-end or a smaller amount determined by the Board. At September 30, 2026,2,681,942 shares remained available for future grants under the plan.

During the nine months ended September 30, 2026, the Company granted a consultant and certain directors options to purchase 225,000 shares of its common stock pursuant to the 2021 Incentive Stock Plan. The stock options had a fair value of approximately $0.4 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 4.83% -5.00% based on the applicable US Treasury bill rate (2) expected life of 5.75 –10.0 years, (3) expected volatility of approximately 89% -95% and (4) zero expected dividends.

The following table summarizes stock option activity during the nine months ended September 30, 2026:

During the three and nine months ended September 30, 2026, the Company recognized stock-based compensation expense of approximately $1.1 million and $4.0 million, respectively, related to the vesting of stock options. During the three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense of approximately $3.0 million and $6.6 million, respectively, related to the vesting of stock options. As of September 30, 2026, there was approximately $5.9 million of total unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted-average period of 2.1 years.

Warrants

SVB Warrants

The Company issued warrants to the Company’s lenders upon obtaining a loan in June 2021. The warrants expire in June 2031 and have an exercise price of $14.05. At September 30, 2026 and December 31, 2025,45,386 of these warrants are outstanding and the intrinsic value of these warrants is $0.

April 2024 Warrants

On June 30, 2026, the Company entered into a warrant inducement agreement with certain holders of its April 2024 common stock purchase warrants. Under the agreements, the holders exercised an aggregate of 674,155 warrants, representing 50% of their holdings, at a reduced exercise price of $1.40 per share (original exercise price of $1.95), resulting in gross proceeds to the Company of approximately $0.9 million.

In consideration for the exercise, the expiration date of the holders’ remaining 674,160 April 2024 warrants was extended from June 30, 2026 to December 31, 2027. All other terms of the remaining warrants, including the $1.95 exercise price, remained unchanged. The aggregate intrinsic value of these warrants was $0 at September 30, 2026.

September 2024 Warrants

During September 2024, the Company issued 2,341,260 warrants to investors in connection with the sale of common stock. At September 30, 2026 and December 31, 2025,2,341,160 of these warrants are outstanding and are exercisable for cash at a weighted average price of $6.40 per share and expire in March 2030. The intrinsic value of these warrants was $0 as of September 30, 2026.

Stock-based Compensation by Class of Expense

The following summarizes the components of stock-based compensation expense in the consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025 respectively:

NOTE 7 – COMMITMENTS

Litigation

The Company is subject to claims and suits that arise from time to time in the ordinary course of our business. Although management currently believes that resolving claims against the Company, individually or in aggregate, will not have a material adverse impact in the Company’s consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

NOTE 8 – SUBSEQUENT EVENTS

Common stock and warrant financing

On October 29, 2026, the Company completed a financing in which it issued and sold, in a registered direct offering,3,000,000 shares of common stock at an offering price of $1.50 per share, and in a concurrent private placement the Company also agreed to issue unregistered warrants to purchase 3,000,000 shares of common stock. The Company received gross proceeds of approximately $4.5 million and net proceeds of approximately $4.0 million, after deducting placement agent fees and other offering expenses.

The warrants have an exercise price of $1.65 per share, become exercisable on April 27, 2027, and expire on April 27, 2032.

In connection with the financing, the Company agreed to file a registration statement on Form S-1 covering the resale of the shares of common stock issuable upon exercise of the warrants.

Stock option exercise

During October 2026, the Company issued 43,427 shares of common stock upon the exercise of stock options by a former employee, receiving aggregate cash proceeds of approximately $65,000.