Business Context and Reporting Period
This Form 8-K Current Report was filed by Inmune Bio, Inc. (NASDAQ: INMB) on November 20, 2019, covering events occurring on November 18, 2019. The Company is an emerging growth company incorporated in Nevada with principal executive offices in La Jolla, California.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on corporate governance changes.
Material Changes
The primary material change reported is the appointment of Marcia Allen to the Board of Directors on November 18, 2019. The Board determined Ms. Allen qualifies as an independent director under NASDAQ Rule 5605 due to her extensive experience in corporate finance, mergers and acquisitions, and accounting.
Compensation and Governance Details
- Initial Equity Grant: Ms. Allen received an option to purchase 100,000 shares of common stock. Vesting is structured as one-third on the first anniversary, with the remainder vesting in eight equal quarterly installments, fully vesting by the third anniversary.
- Cash Compensation:
- Board Meeting Attendance: $3,000 for in-person meetings; $1,500 for teleconferences.
- Committee Attendance: $500 per committee for in-person meetings; $250 per committee for teleconferences.
- Expenses: Reimbursement for all out-of-pocket expenses related to Board meetings.
Investor Verification Checklist
- Verify the vesting schedule and exercise price of the 100,000 share option grant to Ms. Allen in subsequent filings (e.g., Form 4).
- Confirm Ms. Allen's independence status and committee assignments in the Company's Proxy Statement.
- Review the press release dated November 19, 2019 (Exhibit 99.1) for additional context on the Board's strategic rationale.