Inmune Bio Adopts Third Amended Stock Incentive Plan

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Inmune Bio, Inc. (INMB) has adopted the Third Amended and Restated 2021 Stock Incentive Plan, making 9,158,525 shares available for grants to employees, advisors, and board members. The plan automatically increases the share pool by up to 10% annually through 2031 and expires in 2031 unless terminated earlier.

Inmune Bio filed an amended equity compensation plan with the SEC on June 17, 2026, detailing updates to how the company grants stock awards to employees, directors, and advisors.

What Changed

The Third Amended and Restated 2021 Stock Incentive Plan reserves 9,158,525 shares of common stock for distribution as employee and director compensation. Of those shares, no more than 1,000,000 may go to non-option awards like restricted stock, restricted stock units, or performance-based payments.

The plan includes an automatic annual increase mechanism: beginning January 1, 2027, the share pool grows each year by the lesser of 10% of outstanding shares or a smaller amount the board chooses, through 2031.

How It Works

Under the plan, the company can grant various types of equity awards:

Options: rights to buy stock at a set price, exercisable for up to 10 years
Restricted stock and units: shares that vest over time or upon meeting performance targets
Performance awards: payouts tied to company metrics like revenue, earnings, clinical trial results, or regulatory approvals
Stock appreciation rights (SARs): a way to profit from stock price increases without buying shares

Performance goals can be based on financial measures (revenue, profit, cash flow, earnings per share, return on capital) or non-financial factors relevant to a biotech company, such as clinical trial results, FDA acceptance of drug applications, product approvals for commercialization, new drug launches, or licensing deals.

Key Terms

Awards granted under the plan are generally non-transferable during a holder's lifetime, except to immediate family members through a will or trust. The plan restricts repricing of underwater options or stock appreciation rights without shareholder approval.

Executive officers and covered employees receiving performance-based awards may have them treated as "qualified performance-based compensation" under tax code section 162(m), with the board's authority to grant new such awards ending five years after the plan is first approved by shareholders.

Non-employee directors can defer receipt of cash or shares under rules consistent with section 409A tax requirements. The plan also subjects all awards to any clawback or recoupment policies the company adopts.

Plan Duration

Grants may be made through June 1, 2031. If the plan is terminated while awards remain outstanding, it stays in effect to manage those awards, but no new grants are made after termination.

The plan is intended to promote long-term employee retention and align compensation with company performance and shareholder interests.

Why it matters

Stock incentive plans are a standard way biotech and growth companies retain talent and align employee interests with long-term value creation. The specific performance metrics Inmune Bio listed—clinical trial results, FDA acceptance, regulatory approvals, drug launches, and licensing deals—reflect the company's focus on drug development. The automatic annual share pool increases through 2031 signal the company expects to keep hiring and granting equity. For shareholders, a larger equity pool dilutes ownership and future earnings per share, so understanding the size and terms of these grants helps investors assess the true cost of compensation.

Frequently asked

How many shares can Inmune Bio grant under this plan?

The plan reserves 9,158,525 shares for grants. The share pool can grow automatically by up to 10% each year from 2027 through 2031, but no more than 1,000,000 shares may be granted as non-option awards (such as restricted stock or performance awards).

When does the plan expire?

New grants can be made through June 1, 2031. The plan itself expires 10 years after it is approved by shareholders, unless the board terminates it earlier. If awards remain outstanding at termination, the plan continues in effect to manage those awards.

What types of awards does the plan cover?

The plan covers stock options, restricted stock, restricted stock units, stock appreciation rights, performance-based awards tied to company goals (such as clinical trial results or FDA approvals), and cash-based awards.

Can employees transfer or sell their stock awards?

Generally, awards cannot be transferred during an employee's lifetime except by will or to immediate family members through a trust or similar vehicle, and only after the underlying shares have vested and restrictions have lapsed.

What the filing reported

5.02 Departure/Election of Directors or Officers

5.07 Other reported item

9.01 Financial Statements & Exhibits