Inmune Bio, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 26th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2024, between INmune Bio Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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INMUNE BIO INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 16th, 2020 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2019 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 15, 2019, by and between INMUNE BIO INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT INMUNE BIO Inc.
Common Stock Purchase Warrant • September 16th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 16, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 16, 2030, unless accelerated pursuant to Section 5 herein (the “Termination Date”), but not after the Termination Date, to subscribe for and purchase from INmune Bio Inc., a Nevada corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”), provided, however, in the event that the Warrant is held by directors, officers or other affiliates of the Company and the Termination Date is during a period that such officers, directors or affiliates are subject to a blackout with respect to trading in

PURCHASE AGREEMENT
Purchase Agreement • May 16th, 2019 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2019, by and between INMUNE BIO INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

Inmune Bio Inc.
Placement Agent Agreement • July 15th, 2021 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 24th, 2022 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2022, between INmune Bio, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 15th, 2021 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 13, 2021, and is between Inmune Bio, Inc, a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Contract
Placement Agency Agreement • September 16th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”) and INmune Bio Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”) and (ii) warrants to purchase Common Stock (the “Common Warrants”). The Common Stock and Common Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Tra

Contract
Warrant Agreement • June 15th, 2021 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

At-the-market SALES AGREEMENT
At-the-Market Sales Agreement • March 11th, 2021 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

INmune Bio Inc., a Nevada corporation ( the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:

RIGHTS AGREEMENT by and between INmune bio, inc. and vstock transfer, llc, as Rights Agent, Dated as of December 30,2020
Rights Agreement • January 4th, 2021 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

RIGHTS AGREEMENT, dated as of December 30, 2020, (this “Agreement”), by and between INmune Bio, Inc., a Nevada corporation (the “Company”), and Vstock Transfer, LLC, as rights agent (the “Rights Agent”).

Incentive Stock Option Agreement
Incentive Stock Option Agreement • June 13th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of June 10, 2024 by and between INmune Bio Inc., a Nevada corporation (the “Company”) and Raymond J. Tesi (the “Participant”).

INMUNE BIO INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • November 20th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT TO PURCHASE SHARES OF COMMON STOCK INMUNE BIO INC.
Warrant to Purchase Shares of Common Stock • April 22nd, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00pm (New York City time) on the earlier of (1) the two (2) year anniversary of the Initial Exercise Date or (2) thirty (30) Trading Days following the reporting of top line data (EMACC) in the Phase 2 Alzheimer’s program of XPro1595, (the “Termination Date”) but not thereafter, provided however, in the event that the Warrant is held by directors, officers or other affiliates of the Company and the Termination Date is during a period that such officers, directors or affiliates are subject to a blackout with respect to trading in the Company’s common stock, such officers, directors or affiliates will have an additional 60 days from the terminat

Employment Agreement
Employment Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Employment Agreement (the "Agreement") is made and entered into as of January 1, 2018 (the “Effective Date”), by and between Raymond Tesi MD, an individual (the "Executive"), and INmune Bio Inc., a Nevada corporation (the "Company").

INMUNE BIO, INC. Form of Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • May 16th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances)

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), made and entered into on the 14th day of May 2024, by and between ________ (the “Participant”) and INmune Bio, Inc., a Nevada corporation (the “Company”), sets forth the terms and conditions of stock options issued to the Participant by the Compensation Committee of the Board of Directors of the Company on May 14, 2024 (the “Grant Date”) pursuant to the INmune Bio Inc. 2021 Stock Incentive Plan (the “Plan”) and this Agreement, which options have been approved by the Company’s Board of Directors. Any capitalized terms used but not defined herein shall have the meaning prescribed in Annex A or in the Plan.

DATED 29th November 2017 - and - MATERIAL TRANSFER AND LICENCE AGREEMENT
Material Transfer and License Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances)

THIS MATERIAL TRANSFER AGREEMENT together with its Schedules, the "Agreement" is made on 29 November 2017 , the "Effective Date", between

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 16th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 12, 2024, between INmune Bio Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

INMUNE BIO INC. 2017 STOCK INCENTIVE PLAN Incentive Stock Option Agreement
Incentive Stock Option Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances)

In the event that the Company is not publicly traded, the Participant may exercise this Option on a cashless basis by using the last price per share at which at least $500,000 of shares or the conversion price of securities convertible into Common Stock was offered at and sold.

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...
Purchase Warrant Agreement • November 20th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[__] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[__] [DATE THAT IS FIVE YEARS AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].

CONSULTING AGREEMENT
Consulting Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • California

THIS AGREEMENT, dated as of May 16, 2018, between Immune Bio, Inc., with offices located at 1224 Prospect Street, Suite 150, La Jolla, California 92037, a Nevada Corporation (the “Company”), Pacific Seaboard Investments Ltd., having its principal place of business at Suite # 404-999 Canada Place, Vancouver, BC., V6C 3E2 a British Columbia corporation or its designee(s)(“CONSULTANT”).

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INMUNE BIO INC. AMENDMENT NO. 4 TO RIGHTS AGREEMENT
Rights Agreement • December 9th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

This Amendment No. 4 (this “Amendment”), dated as of December 6, 2024, to the Rights Agreement, dated December 30, 2020, as amended on December 20, 2021, December 9, 2022 and December 14, 2023 (the “Rights Agreement”), between INmune Bio Inc., a Nevada corporation (the “Company”), and VStock Transfer LLC, as rights agent (the “Rights Agent”).

INMUNE BIO INC. UP TO $75,000,000 OF COMMON STOCK (par value $0.001 per share) AMENDED & RESTATED At-the-market SALES AGREEMENT
At-the-Market Sales Agreement • August 9th, 2024 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

INmune Bio Inc., a Nevada corporation ( the “Company”), confirms its agreement (this “Agreement”) with RBC Capital Markets, LLC (“RBC”) and BTIG, LLC (“BTIG”), each as sales agent and/or principal (each, an “Agent” and together, the “Agents”) as follows. This Agreement amends and restates in its entirety that certain At-The-Market Sales Agreement, dated March 10, 2021, by and between the Company and BTIG, as amended.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Agreement is made and entered into as of June 26, 2017 (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non- profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, Pennsylvania 15260 (“University”), and Immune Ventures, LLC, with its principal business at 7503 Jones Ave NW, Seattle, WA 98117 (“Licensee”).

INmune Bio Inc.
Employment Agreement • March 4th, 2021 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

INmune Bio, Inc. (the “Company”) is pleased to offer you continued at-will employment in the position of Chief Financial Officer (“CFO”) on the terms and conditions set forth in this letter agreement (the “Agreement”).

INMUNE BIO INC. AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • December 18th, 2023 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

This Amendment No. 3 (this “Amendment”), dated as of December 13, 2023, to the Rights Agreement, dated December 30, 2020, as amended on December 20, 2021 and December 9, 2022 (the “Rights Agreement”), between INmune Bio Inc., a Nevada corporation (the “Company”), and VStock Transfer LLC, as rights agent (the “Rights Agent”).

Dear Dr. Lowdell, Consultancy agreement
Consultancy Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances)

We are writing to confirm the terms of our agreement concerning the provision of your consultancy services to Inmune Bio International Ltd. (Client).

FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances)

This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “First Amendment”) is made as of September 20, 2017, by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“University”) and Immune Ventures, LLC (“Licensee”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • California

IMMUNE VENTURES, LLC, a limited liability corporation organized and existing under the laws of the State of Washington, having an office and its principal place of business at 1001 4th Avenue, Suite 4500, Seattle, WA 98154 (hereinafter “Licensor”), and

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances)

This Assignment and Assumption ("Assignment") is effective as of October 03, 2017 ("Effective Date") by and among, Immune Ventures, LLC, a Limited Liability Company formed under the laws of the State of Washington, with principal offices located at 7503 Jones Ave NW, Seattle, WA 98116 (“ASSIGNOR”) and INmune Bio Inc., a Nevada corporation, having its principal place of business at 1224 Prospect St., Suite 150, La Jolla, CA 92037 (“ASSIGNEE”).

INMUNE BIO INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • August 30th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Subscription Agreement (the “Subscription Agreement”) is entered into by and between INmune Bio Inc., a Nevada corporation (the “Company” and/or “INmune”), and the Subscriber(s) whose name appears on the signature page to this Subscription Agreement (the “Subscriber” and, together with other subscribers to the Offering (as hereinafter defined), “Investors”).

INMUNE BIO, INC. AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • December 12th, 2022 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • Nevada

This Amendment No. 2 (this “Amendment”), dated as of December , 2022, to the Rights Agreement, dated December 30, 2020, as amended on December 20, 2021 (the “Rights Agreement”), between INmune Bio, Inc., a Nevada corporation (the “Company”), and VStock Transfer LLC, as rights agent (the “Rights Agent”).

SUBSCRIPTION AGREEMENT Common Stock of Inmune Bio Inc.
Subscription Agreement • November 20th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This subscription agreement (this “Subscription”) is dated , 2018, by and between the investor identified on the signature page hereto (the “Investor”) and Inmune Bio Inc., a Nevada corporation (the “Company”). The parties agree as follows:

Lock-Up Agreement
Lock-Up Agreement • October 29th, 2018 • Inmune Bio, Inc. • Biological products, (no disgnostic substances) • New York

This Lock-Up Agreement (this “Agreement”) is being delivered to Univest Securities, LLC (the “Placement Agent”) in connection with the proposed Placement Agent Agreement (the “PA Agreement”) between Inmune Bio, Inc., a Nevada corporation (the “Company”), and the Placement Agent, relating to the proposed public offering (the “Offering”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company.

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