UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A Information

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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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 the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

		/s/ David Moss
		David Moss
		Chief Financial Officer and Secretary

		Page
QUESTIONS AND ANSWERS		1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS		7
PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		8
PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE, ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION		10
PROPOSAL NO. 4 — NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON FUTURE NAMED EXECUTIVE OFFICER COMPENSATION		11
PROPOSAL NO. 5 — APPROVAL OF THE SECOND AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN		12
AUDIT COMMITTEE REPORT		17
DIRECTORS, OFFICERS AND KEY EMPLOYEES		18
CORPORATE GOVERNANCE		21
EXECUTIVE COMPENSATION		25
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		26
PAY VERSUS PERFORMANCE		26
DIRECTOR COMPENSATION		29
TRANSACTIONS WITH RELATED PERSONS		30
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF INMUNE BIO INC.		32
HOUSEHOLDING OF MATERIALS		34
STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING		35
OTHER MATTERS		36
ANNUAL REPORT		37
ANNEX A — SECOND AMENDED AND RESTATED INMUNE BIO INC. 2021 STOCK INCENTIVE PLAN		A-1

Name	Age	Position(s) with the Company	Date First Elected or Appointed
Raymond J. Tesi, M.D.	69	President and CEO, Director	September 2015
J. Kelly Ganjei	52	Director	September 2016
Timothy Schroeder	67	Director	December 2016
Scott Juda, J.D.	54	Director	March 2018
Marcia Allen	75	Director	November 2019

Fee Category	For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Audit fees(1)	$	418,261	$	342,058
Audit-related fees(2)		—		—
Tax fees(3)		23,304		22,402
All other fees(4)		—		—
Total fees	$	441,565	$	364,460

Plan Category	(A) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(B) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		(C) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(A))
Equity Compensation Plans approved by stockholders	7,203,307	(1)	$	8.29	121,243	(2)
Equity Compensation Plans not approved by stockholders	—			—	—
Total	7,203,307		$	8.29	121,243

		Respectfully submitted by the audit committee,
		Messrs. Schroeder, Juda and Allen

Name	Age	Position(s) Held	Director Since
Raymond J. Tesi, M.D.	69	President and CEO, and Director	2015
David J. Moss	54	Chief Financial Officer, Treasurer and Secretary	N/A
Mark Lowdell, PhD	62	Chief Scientific Officer	N/A
J. Kelly Ganjei	51	Independent Director	2016
Timothy Schroeder	67	Independent Director	2016
Scott Juda, J.D.	54	Independent Director	2018
Marcia Allen	74	Independent Director	2019

Name and Principal Position	Year	Salary ($)	Bonus ($)	Option and Stock Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Raymond J. Tesi, M.D.	2024	513,639	—	2,494,535	—	3,008,174
CEO/President/CMO	2023	500,500	—	1,194,318	—	1,694,818
David J. Moss	2024	405,267	94,776	2,221,960	—	2,722,003
CFO	2023	394,900	—	1,194,318	—	1,589,218
Mark Lowdell,	2024	—	—	1,545,720	246,692	1,792,412
CSO	2023	—	—	—	150,237	150,237

Name	Grant Date	Option Awards					Option Expiration Date	Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Raymond J. Tesi, M.D.	1/01/2018	400,000	—	—	$	7.80	12/31/2027	—	—
	11/25/2019	270,000	—	—		3.91	11/25/2029	—	—
	1/19/2021	58,101

SEC Form DEF 14A filed by INmune Bio Inc.