Business Context and Reporting Period
Company: Inmune Bio, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 16, 2020
Event: Entry into a Material Definitive Agreement (At-The-Market Sales Agreement).
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the authorization of a potential equity offering.
- Maximum Offering Price: Up to $10,000,000 (aggregate).
- Current Sales Limit: Up to $6,678,000 (due to public float limitations under Form S-3 General Instruction I.B.6).
- Commission Rate: 3.0% of gross proceeds payable to BTIG, LLC.
Material Changes
On April 16, 2020, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC. This agreement allows the Company to sell shares of its common stock through BTIG as a sales agent. The Company is not obligated to sell any shares; sales will depend on market conditions and capital needs. The offering utilizes a shelf registration statement (File No. 333-237638) declared effective on April 2, 2020.
Guidance, Outlook, and Risks
Management Commentary: The Company retains sole discretion to terminate the agreement with 10 days' prior notice. BTIG is not obligated to purchase shares on a principal basis and will use commercially reasonable efforts to sell shares based on Company instructions.
Risks and Contingencies:
- Public Float Limitation: The initial sales cap of $6,678,000 is based on the Company's public float as of April 16, 2020. If the public float increases, the Company must file a new prospectus supplement to sell additional shares.
- Market Conditions: Sales are contingent upon market conditions and the Company's capital raising needs.
- Costs: The Company must pay a 3.0% commission and reimburse certain specified expenses to BTIG.
Investor Verification Checklist
- Verify the Company's current public float to determine if the $6,678,000 sales limit remains in effect or if a new prospectus supplement has been filed.
- Monitor subsequent filings to confirm if any shares have actually been sold under this agreement.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific termination clauses and conditions.
- Check the Company's cash position in recent 10-Q or 10-K filings to assess the immediate necessity of this capital raise.