Form 8-K

8-K — Inmune Bio, Inc.

Accession: 0001213900-26-069611

Filed: 2026-06-17

Period: 2026-06-16

CIK: 0001711754

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0295129-8k_inmune.htm (Primary)

EX-10.1 — THIRD AMENDED AND RESTATED INMUNE BIO INC. 2021 STOCK INCENTIVE PLAN (ea029512901ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295129-8k_inmune.htm · Sequence: 1

false

0001711754

2026-06-16

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 16, 2026

INMUNE BIO INC.

(Exact name of registrant as specified in charter)

Nevada

001-38793

47-5205835

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

225 NE Mizner Blvd., Suite 640

Boca Raton,

Florida 33432

(Address of Principal Executive Offices) (Zip Code)

(561) 710-0512

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per shares

INMB

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mart if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted in Item 5.07 below, on June 16, 2026, INmune

Bio Inc. (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”), where the stockholders

of the Company approved the Company’s Third Amended and Restated 2021 Stock Incentive Plan (the “Amended Plan”), pursuant

to which the shares of the Company’s common stock issuable under the Company’s Amended and Restated 2021 Stock Incentive Plan

was increased from 6,500,000 shares to 9,158,525 shares. In addition, the stockholders approved to implement an evergreen provision

for the purpose of increasing the number of shares of common stock reserved for the grant of Awards under the Amended Plan automatically

on the first trading day of each calendar year beginning with calendar year 2027 through and including the first trading day

of calendar year 2031 by the lesser of: (A) 10.0% of the total number of shares of our common stock outstanding on December 31

of the immediately preceding calendar year or (B) such smaller number of shares as is determined by the Company’s board of

directors. The Amended Plan was previously approved by the Company’s board of directors and as noted below was approved by the Company’s

stockholders at the Annual Meeting.

For a description of the material terms of the Amended

Plan, see Proposal No. 3 in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission

on April 23, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of

the Amended Plan contained herein and in the Proxy Statement, are qualified in their entirety by reference to the full text of the Amended

Plan, a copy of which is filed hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, each share of the Company’s

common stock was entitled to one vote per share. As of April 20, 2026, the record date for the Annual Meeting, 26,585,258 shares

of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders

at the Annual Meeting is set forth below.

Proposal One: Election of Directors.

Stockholders elected each of the following nominees

as directors to hold office until the next meeting of the Company’s stockholders and until his or her successor is elected and qualified.

Nominee

Votes For

Votes

Withheld

Broker

Non-Votes

David Moss

6,834,995

2,120,682

8,501,317

J. Kelly Ganjei

5,955,609

3,000,068

8,501,317

Tim Schroeder

6,622,916

2,332,761

8,501,317

Scott Juda, JD

7,508,310

1,447,367

8,501,317

Marcia Allen

6,342,910

2,612,767

8,501,317

Proposal Two: Ratification of Appointment of

Independent Auditor.

Stockholders approved the ratification of the appointment

of CBIZ CPAs P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2026.

For

Against

Abstentions

Broker Non-Votes

17,293,255

107,064

56,675

Proposal Three: Approval of the Third Amended

and Restated INmune Bio Inc. 2021 Stock Incentive Plan.

As noted above, the stockholders approved the Amended

Plan.

For

Against

Abstentions

Broker Non-Votes

6,085,086

2,775,224

95,367

8,501,317

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Third Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INMUNE BIO INC.

Date: June 17, 2026

By:

/s/ David Moss

David Moss

Chief Financial Officer

EX-10.1 — THIRD AMENDED AND RESTATED INMUNE BIO INC. 2021 STOCK INCENTIVE PLAN

EX-10.1

Filename: ea029512901ex10-1.htm · Sequence: 2

Exhibit 10.1

THIRD AMENDED AND

RESTATED INMUNE BIO INC.

2021 STOCK INCENTIVE PLAN

1 General

1.1 Purpose.

The purposes of the Third Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan (the “Plan”) is to promote the interests

of INmune Bio Inc. (the “Company”) and the stockholders of the Company by providing (i) executive officers and other

employees of the Company and its Subsidiaries (as defined below), (ii) certain advisors who perform services for the Company and

its Subsidiaries and (iii) non-employee members of the Board of Directors of the Company (the “Board”) with appropriate

incentives and rewards to encourage them to enter into and continue in the employ and service of the Company and to acquire a proprietary

interest in the long-term success of the Company, as well as to reward the performance of these individuals in fulfilling their personal

responsibilities for long-range and annual achievements. The Plan is intended to be a written compensatory plan within the meaning

of Rule 701 promulgated under the Securities Act.

1.2 Effective Date

and Term. The Plan will become effective upon the date it is approved by the stockholders of the Company (the “Effective Date”).

Unless terminated earlier by the Committee, the Plan will expire on the tenth (10th) anniversary

of the Effective Date.

1.3 Definitions.

Capitalized terms in the Plan, unless defined elsewhere in the Plan, shall be defined as set forth below:

162(m) Term. The

term “162(m) Term” means the period starting on the date when the Company’s stockholders first approve this Plan

and ending on the date of the first meeting of the Company’s stockholders that occurs in the fifth year following the year in which

the Company’s stockholders first approve this Plan.

Exchange Act. The

term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, including the rules and

regulations promulgated thereunder and any successor thereto.

Affiliated Company. The

term “Affiliated Company” means any company, partnership, association, organization or other entity controlled by, controlling

or under common control with the Company.

Award. The term

“Award” means any award or benefit granted under the Plan, including, without limitation, Options, SARs, Restricted Stock,

Restricted Stock Units, Other Stock-Based Awards and Cash-Based Awards.

Award Agreement. The

term “Award Agreement” means a written Award grant agreement under the Plan.

Cash-Based Award. The

term “Cash-Based Award” means a right or other interest granted to an Eligible Grantee under Section 4.2(vi) of

the Plan that may be denominated or payable in cash, other than an Award pursuant to which the amount of cash is determined by reference

to the value of a specific number of shares of Stock. For the avoidance of doubt, dividend equivalents constitute Cash-Based Awards.

Change of Control. The

term “Change of Control” shall be deemed to occur if and when:

(i) any person, including a “person” as such term is

used in Section 14(d)(2) of the Exchange Act (a “Person”), is or becomes a beneficial owner (as such term

is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50%

or more of the combined voting power of the Company’s then outstanding securities;

(ii) individuals who, as of the Effective Date, constitute the Board

(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any

individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders,

was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such

individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office

occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A

promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person

other than the Board;

(iii) all or substantially all of the assets of the Company are sold,

transferred or distributed, or the Company is dissolved or liquidated; or

(iv) a reorganization, merger, consolidation or other corporate transaction

involving the Company (a “Transaction”) is consummated, in each case, with respect to which the stockholders of the Company

immediately prior to such Transaction do not, immediately after the Transaction, own more than 50% of the combined voting power of the

Company or other corporation resulting from such Transaction in substantially the same respective proportions as such stockholders’

ownership of the voting power of the Company immediately before such Transaction.

Notwithstanding the foregoing

or any other provision of this Plan, the term Change of Control shall include a sale of assets, merger or other transaction effected,

except for the purpose of changing the domicile of the Company.

Code. The term

“Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference

to any successor provision of the Code.

Committee. The

term “Committee” means the committee of the Board described in Section 2 hereof and any sub-committee established

by such Committee pursuant to Section 2.4.

Covered Employee. The

term “Covered Employee” means an Employee who is, or who is anticipated to become, between the time of grant and payment of

the Award, a “covered employee,” as such term is defined in Section 162(m)(3) of the Code (or any successor section

thereof).

Disability. The

term “Disability” means “Disability” as defined in any Award Agreement to which the Grantee is a party.

Eligible Grantee. The

term “Eligible Grantee” shall mean any Employee, Non-Employee Director or Key Advisor, as determined by the Committee

in its sole discretion.

Employee. The

term “Employee” means an active employee of the Company or a Subsidiary, but excluding any person who is classified by the

Company or a Subsidiary as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue

Service, other governmental agency or a court, or any employee who is not actively employed, as determined by the Committee. Any change

of characterization of an individual by the Internal Revenue Service or any court or government agency shall have no effect upon the classification

of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.

Fair Market Value. For

purposes of determining the “Fair Market Value” of a share of Stock as of any date, the “Fair Market Value” as

of that date shall be, unless otherwise determined by the Committee, the closing sale price during regular trading hours of the Stock

on the immediately preceding date on the principal securities market in which shares of Stock is then traded; or, if there were no trades

on that date, the closing sale price during regular trading hours of the Stock on the first trading day prior to that date.

If the Stock is not publicly traded at the time a determination of Fair Market Value is required to be made hereunder, the determination

of such amount shall be made by the Committee in such manner as it deems appropriate.

Grantee. The

term “Grantee” means an Employee, Non-Employee Director or Key Advisor of the Company or a Subsidiary who has been granted

an Award under the Plan.

ISO. The term

“ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of

the Code.

Key Advisor. The

term “Key Advisor” means a consultant or other key advisor who performs services for the Company or a Subsidiary.

Non-Employee Director. The

term “Non-Employee Director” means a member of the Board who is not an Employee.

NQSO. The term

“NQSO” means any Option that is not designated as an ISO, or which is designated by the Committee as an ISO but which subsequently

fails or ceases to qualify as an ISO.

Option. The

term “Option” means a right, granted to an Eligible Grantee under Section 4.2(i), to purchase shares of Stock. An Option

may be either an ISO or an NQSO.

Other Stock-Based Award. The

term “Other Stock-Based Award” means a right or other interest granted to an Eligible Grantee under Section 4.2(v) of

the Plan that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock,

including but not limited to (i) unrestricted Stock awarded as a bonus or upon the attainment of Performance Goals or otherwise as

permitted under the Plan, and (ii) a right granted to an Eligible Grantee to acquire Stock from the Company containing terms and

conditions prescribed by the Committee.

Performance Goals. The

term “Performance Goals” means performance goals based on the attainment by the Company or any Subsidiary of the Company

or any Affiliated Company (or any division or business unit of any such entity), or any two or more of the foregoing, of performance

goals pre-established by the Committee in its sole discretion, based on one or more of the following criteria (if applicable, such

criteria shall be determined in accordance with generally accepted accounting principles (“GAAP”) or based upon the Company’s

GAAP financial statements): (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, earnings,

income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes,

depreciation and amortization or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of,

or a percentage increase in, after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or

other operations; (iii) the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the

achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all

or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial

obligations of the Company, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established

by the Committee; (v) earnings per share or the attainment of a specified percentage increase in earnings per share or earnings

per share from continuing operations; (vi) the attainment of certain target levels of, or a specified increase in return on capital

employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in, after-tax or

pre-tax return on stockholders’ equity; (viii) the attainment of certain target levels of, or a specified increase in,

economic value added targets based on a cash flow return on investment formula; (ix) the attainment of certain target levels in,

or specified increases in, the fair market value of the shares of the Company’s common stock; (x) the growth in the value

of an investment in the Company’s common stock; (xi) the attainment of a certain level of, reduction of, or other specified

objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses

or costs; (xii) gross or net sales, revenue and growth of sales revenue (either before or after cost of goods, selling and general

administrative expenses, research and development expenses and any other expenses or interest); (xiii) total stockholder return;

(xiv) return on assets or net assets; (xv) return on sales; (xvi) operating profit or net operating profit; (xvii) operating

margin; (xviii) gross or net profit margin; (xix) cost reductions or savings; (xx) productivity; (xxi) operating

efficiency; (xxii) working capital; or (xxiii) market share; (xxiv) customer satisfaction; (xxv) workforce diversity;

(xxvi) results of clinical trials; (xxvii) acceptance of a new drug application by a regulatory body; (xxviii) regulatory

body approval for commercialization of a product; (xxix) launch of a new drug; (xxx) completion of out-licensing, in-licensing or

disposition of product candidates or other acquisition or disposition projects; and (xxxi) to the extent that an Award is not intended

to comply with Section 162(m) of the Code, other measures of performance selected by the Board. Subject to the limitations

in Section 4.2, the Committee in its sole discretion may designate additional business criteria on which the Performance Goals may

be based or adjust, or modify or amend the aforementioned business criteria. The relative weights of the criteria that comprise the Performance

Goals shall be determined by the Committee in its sole discretion. In establishing the Performance Goals for a performance period, the

Committee may establish different Performance Goals for individual Grantees or groups of Grantees. Subject to the limitations in Section 4.2(ix)(d),

the Committee in its sole discretion shall have the authority to make equitable adjustments to the Performance Goals in recognition of

unusual or non-recurring events affecting the Company or any Subsidiary of the Company or any Affiliated Company or the financial

statements of the Company or any Subsidiary of the Company or any Affiliated Company, in response to changes in applicable laws or regulations,

including changes in generally accepted accounting principles or practices, or to account for items of gain, loss or expense determined

to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business, as applicable.

Performance Goals may include a threshold level of performance below which no Award will be earned, a level of performance at which the

target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned.

Restricted Stock. The

term “Restricted Stock” means an Award of shares of Stock to an Eligible Grantee under Section 4.2(iii) that may

be subject to certain restrictions and to a risk of forfeiture. Stock issued upon the exercise of Options or SARs is not “Restricted

Stock” for purposes of the plan, even if subject to post-issuance transfer restrictions or forfeiture conditions. When Restricted

Stock vests, it ceases to be “Restricted Stock” for purposes of the Plan.

Restricted Stock Unit. The

term “Restricted Stock Unit” means a right granted to an Eligible Grantee under Section 4.2(iv) to receive Stock

or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of specified performance or other

criteria.

Retirement. The

term “Retirement” means any termination of employment or service as an Employee, Non-Employee Director or Key Advisor

as a result of retirement in good standing under the rules of the Company or a Subsidiary, as applicable, then in effect.

Rule 16b-3. The

term “Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission

under Section 16 of the Exchange Act, including any successor to such Rule.

Securities Act. The

term “Securities Act” means the Securities Act of 1933, as amended.

Stock. The term

“Stock” means shares of the common stock, par value $0.001 per share, of the Company.

Stock Appreciation Right

or SAR. The term “Stock Appreciation Right” or “SAR” means the right, granted to an Eligible Grantee

under Section 4.2(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant

to the date of exercise of the right.

Subsidiary. The

term “Subsidiary” means any present or future subsidiary corporation of the Company within the meaning of Section 424(f) of

the Code, and any present or future business venture designated by the Committee in which the Company has a significant interest, including,

without limitation, any subsidiary corporation in which the Company has at least a 50% ownership interest, as determined in the discretion

of the Committee.

2 Administration

2.1 Committee.

The authority to manage the operation of and administer the Plan shall be vested in a committee (the “Committee”) in accordance

with this Section 2. The Committee shall be selected by the Board, and shall consist solely of two or more members of the Board who

are non-employee directors within the meaning of Rule 16b-3 and are outside directors within the meaning of Code Section 162(m).

Unless otherwise determined by the Board, the Company’s Compensation Committee shall be designated as the “Committee”

hereunder. If the Board, at any time, consists of only one member, such sole member may take all actions granted to the Committee hereunder.

2.2 Powers of the

Committee. The Committee’s administration of the Plan shall be subject to the following:

(i) Subject to the provisions of the Plan, the Committee will have

the authority and discretion to select from among the Eligible Grantees those persons who shall receive Awards, to determine the time

or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, and to establish the terms, conditions,

performance criteria, restrictions, and other provisions of such Awards;

(ii) The Committee will have the authority and discretion to interpret

the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any

Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration

of the Plan;

(iii) Any interpretation of the Plan by the Committee and any decision

made by it under the Plan is final and binding on all persons; and

(iv) In managing the operation of and administering the Plan, the

Committee shall take action in a manner that conforms to the articles of incorporation and by-laws of the Company, and applicable

state corporate law.

2.3 Prohibition

Against Repricing. Notwithstanding any provision of the Plan to the contrary, in no event shall any action be taken under the Plan

that constitutes a Repricing of any Option or SAR granted under the Plan, or of any option or stock appreciation right granted under

the any other plan of the Company or of an acquired company, except with approval of the stockholders of the Company.

2.4 Delegation of

Authority. To the extent not inconsistent with applicable law, the rules of the NASDAQ Stock Market or other provisions of the Plan,

the Committee may, at any time, allocate all or any portion of its responsibilities and powers to any one or more of its members or, with

respect to Awards made to Employees other than executive officers, the Chief Executive Officer, including without limitation, the power

to designate Grantees hereunder and determine the amount, timing and terms of Awards hereunder. Any such allocation or delegation may

be revoked by the Committee at any time.

2.5 Indemnification.

Each person who is or shall have been a member of the Committee, or the Board, shall be indemnified and held harmless by the Company against

and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting

from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action

taken in good faith or failure to act in good faith under the Plan and against and from any and all amounts paid by him or her in settlement

thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding

against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before

he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall be in addition to

any other rights of indemnification or elimination of liability to which such persons may be entitled under the Company’s articles

of incorporation or by-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

3 Available

Shares of Stock Under the Plan

3.1 Shares Available

for Awards. Subject to the adjustments described below, the maximum number of shares of Stock reserved for the grant of Awards under

the Plan shall be 9,158,525 . The number of shares of Stock reserved for the grant of Awards under the Plan shall increase automatically

on the first trading day of each calendar year beginning with calendar year 2027 through and including the first trading day

of calendar year 2031 by the lesser of: (A) 10.0% of the total number of shares of Stock outstanding on December 31 of the immediately

preceding calendar year or (B) such smaller number of shares as is determined by the Board. Of the maximum number of shares of Stock

reserved for the grant of Awards under the Plan, no more than 1,000,000 of such shares may be issued pursuant to stock-settled Awards

other than Options (that is, Restricted Stock, Restricted Stock Units, SARs, Performance Awards, Other Stock-Based Awards and dividend

equivalent Awards, in each case to the extent settled in shares of Common Stock).

3.2 Forfeited, Cancelled

and Expired Awards. Awards granted under the Plan that are forfeited, expire or are canceled or settled without issuance of Stock

shall not count against the maximum number of shares that may be issued under the Plan as set forth in Section 3.1 and shall be available

for future Awards under the Plan. Notwithstanding the foregoing, any and all Stock that is (i) withheld or tendered in payment of

an Option exercise price; (ii) withheld by the Company to satisfy any tax withholding obligation; (iii) covered by a SAR (to

the extent that it is settled in Stock, without regard to the number of shares of Stock that are actually issued to the Grantee upon exercise);

(iv) withheld by the Company to satisfy any debt or other obligation owed to the Company or any Subsidiary, and (v) any fractional

shares of Common Stock that are cancelled pursuant to the Plan, shall be considered issued pursuant to the Plan and shall not be added

to the maximum number of shares of Stock that may be issued under the Plan as set forth in Section 3.1.

3.3 Adjustments.

In the event of any change in the Company’s capital structure, including but not limited to a change in the number of shares

of Stock outstanding, on account of (i) any stock dividend, stock split, reverse stock split or any similar equity

restructuring, or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization,

reorganization, or divesture or any other similar event affecting the Company’s capital structure, to reflect such change in

the Company’s capital structure, the Committee shall make appropriate equitable adjustments to the maximum number of shares of

Stock that may be issued under the Plan as set forth in Section 3.1. In the event of any extraordinary dividend, divestiture or

other distribution (other than ordinary cash dividends) of assets to stockholders, or any transaction or event described above, to

the extent necessary to prevent the enlargement or diminution of the rights of Grantees, the Committee shall make appropriate

equitable adjustments to the number or kind of shares subject to an outstanding Award, the exercise price applicable to an

outstanding Award, and/or a Performance Goals. Any adjustments under this Section 3.3 shall be consistent with

Section 409A or 424 of the Code, to the extent applicable, and made in a manner that does not adversely affect the exemption

provided pursuant to Rule 16b-3 or qualification under Section 162(m) of the Code, to the extent each may be

applicable. The Company shall give each Grantee notice of an adjustment to an Award hereunder and, upon notice, such adjustment

shall be final, binding and conclusive for all purposes. Notwithstanding the foregoing, the Committee shall decline to adjust any

Award made to a Participant if such adjustment would violate applicable law.

3.4 Fractional Shares.

The Company shall not be obligated to issue any fractional shares of Stock in settlement of Awards granted under the Plan. Except as otherwise

provided in an Award Agreement or determined by the Committee, (i) the total number of shares issuable pursuant to the exercise,

vesting or earning of an Award shall be rounded down to the nearest whole share, and (ii) no fractional shares shall be issued. The

Committee may, in its discretion, determine that a fractional share shall be settled in cash.

4 Awards

4.1 General.

The term of each Award shall be for such period as may be determined by the Committee, subject to the limitations set forth below. Subject

to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any Subsidiary of the Company upon

the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter,

including, without limitation, cash, Stock, or other property. In addition to the foregoing, the Committee may impose on any Award or

the exercise thereof, at the date of grant, such additional terms and conditions not inconsistent with the provisions of the Plan, including,

but not limited to forfeiture and clawback provisions, as the Committee shall determine; provided, however, that any such terms and conditions

shall not be inconsistent with Section 409A of the Code.

4.2 Types of Awards.

The Committee is authorized to grant the Awards described in this Section 4.2, under such terms and conditions as deemed by the Committee

to be consistent with the purposes of the Plan. Such Awards may be granted with value and payment contingent upon Performance Goals. Each

Award shall be evidenced by an Award Agreement containing such terms and conditions applicable to such Award as the Committee shall determine.

(i) Options. The

Committee is authorized to grant Options to Grantees on the following terms and conditions:

a. Type of Award. The Award Agreement evidencing an Option

shall designate the Option as either an ISO or an NQSO, as determined in the discretion of the Committee. At the time of the grant of

Options, the Committee may place restrictions on the exercisability or vesting of Options that shall lapse, in whole or in part, upon

the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal

year.

b. Exercise Price. The exercise price of each Option granted

under this Section 4.2 shall be established by the Committee or shall be determined by a method established by the Committee at

the time the Option is granted; provided, however, that the exercise price shall not be less than 100% of the Fair Market Value of a

share of Stock on the date of grant of the Award. No dividends or dividend equivalents will be paid on shares of Stock subject to an

Option.

c. Exercise. Upon satisfaction of the applicable conditions

relating to vesting and exercisability, as determined by the Committee and set forth in the Award Agreement, and upon provision for the

payment in full of the exercise price and applicable taxes due, the Grantee shall be entitled to exercise the Option and receive the

number of shares of Stock issuable in connection with the Option exercise provided, however, that no Option may be exercised more than

ten years after its grant date. Except as set forth in Section 4.3, no NQSO granted hereunder may be exercised after the earlier

of (A) the expiration of the NQSO or (B) unless otherwise provided by the Committee in an Award Agreement, ninety days

after the severance of an NQSO holder’s employment or service with the Company or any Subsidiary. The shares issued in connection

with the Option exercise may be subject to such conditions and restrictions as the Committee may determine, from time to time. An Option

may be exercised by any method as may be permitted by the Committee from time to time, including but not limited to any “net exercise”

or other “cashless” exercise method.

d. Restrictions Relating to ISOs. In addition to being subject

to the terms and conditions of this Section 4.2(i), ISOs shall comply with all other requirements under Section 422 of the

Code. Accordingly, ISOs may be granted only to Eligible Grantees who are employees (as described in Treasury Regulation Section 1.421-7(h))

of the Company or of any “Parent Corporation” (as defined in Code Section 424(e)) or of any “Subsidiary Corporation”

(as defined in Code Section 424(f)) on the date of grant. The aggregate Fair Market Value (determined as of the time the ISO is

granted) of the Stock with respect to which ISOs (under all option plans of the Company and of any Parent Corporation and of any Subsidiary

Corporation) are exercisable for the first time by an Eligible Grantee during any calendar year shall not exceed $100,000. ISOs shall

not be transferable by the Eligible Grantee otherwise than by will or the laws of descent and distribution and shall be exercisable,

during the Eligible Grantee’s lifetime, only by such Eligible Grantee. The Committee shall not grant ISOs to any Employee who,

at the time the ISO is granted, owns stock possessing (after the application of the attribution rules of Section 424(d) of

the Code) more than ten percent (10%) of the total combined voting stock of the Company or of any Parent Corporation or of any Subsidiary

Corporation, unless the exercise price of the ISO is fixed at not less than one hundred and ten percent (110%) of the Fair Market Value

of a share of Common Stock on the date of grant and the exercise of such ISO is prohibited by its terms after the fifth (5th)

anniversary of the ISO’s date of grant. In addition, no ISO shall be issued to an Eligible Grantee in tandem with a NQSO issued

to such Eligible Grantee in accordance with Treasury Regulation Section 14a.422A-1, Q/A-39.

(ii) SARs. The Committee

is authorized to grant SARs to Grantees on the following terms and conditions:

a. In General. SARs may be granted independently or in tandem

with an Option at the time of grant of the related Option. An SAR granted in tandem with an Option shall be exercisable only to the extent

the underlying Option is exercisable. Payment of an SAR may be made in cash, Stock, or a combination of the foregoing, as specified in

the Award Agreement or determined in the sole discretion of the Committee. At the time of the grant of SARs, the Committee may place

restrictions on the exercisability or vesting of SARs that shall lapse, in whole or in part, upon the attainment of Performance Goals;

provided that such Performance Goals shall relate to periods of performance of at least one fiscal year.

b. Term and Exercisability of SARs. SARs shall be exercisable

over the exercise period at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement;

provided, however, that no SAR may be exercised more than ten years after its grant date. Except as set forth in Section 4.3,

no SAR granted hereunder may be exercised after the earlier of (A) the expiration of the SAR or (B) unless otherwise provided

by the Committee in an Award Agreement, ninety days after the severance of an SAR holder’s employment or service with the

Company or any Subsidiary.

c. Payment. An SAR shall confer on the Grantee a right to

receive an amount with respect to each share of Stock subject thereto, upon exercise thereof, equal to the excess of (A) the Fair

Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR (which in the case of an SAR granted

in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall

be such price as the Committee may determine but in no event shall be less than the Fair Market Value of a share of Stock on the date

of grant of such SAR). An SAR may be exercised by giving written notice of such exercise to the Committee or its designated agent. No

dividends or dividend equivalents will be paid on shares of Stock subject to an SAR.

(iii) Restricted Stock.

The Committee is authorized to grant Restricted Stock to Grantees on the following terms and conditions:

a. Issuance and Restrictions. Restricted Stock shall be

subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant, which

restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the

Committee may determine. The Committee may place restrictions on Restricted Stock that shall lapse, in whole or in part, upon the attainment

of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year. Except

to the extent restricted under the Award Agreement relating to the Restricted Stock, a Grantee granted Restricted Stock shall have all

of the rights of a stockholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon.

b. Certificates for Stock. Restricted Stock granted under

the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered

in the name of the Grantee, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable

to such Restricted Stock, and the Company may retain physical possession of the certificate.

c. Dividends. Except to the extent restricted under the

applicable Award Agreement, cash dividends paid on Restricted Stock shall be paid at the dividend payment date subject to no restriction.

Unless otherwise determined by the Committee, Stock distributed in connection with a stock split or stock dividend shall be subject to

the transfer restrictions, forfeiture risks and vesting conditions to the same extent as the Restricted Stock with respect to which such

Stock or other property has been distributed. Notwithstanding the foregoing, the Committee may not provide for the current payment of

dividends for Restricted Stock subject to Performance Goals; for such Awards, dividends may accrue but shall not be payable unless and

until the Award vests upon satisfaction of the applicable Performance Goals and all other applicable conditions to vesting.

(iv) Restricted Stock Units.

The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following terms and conditions:

a. Conditions to Vesting. At the time of the grant of Restricted

Stock Units, the Committee may place restrictions on Restricted Stock Units that shall lapse, in whole or in part, upon the attainment

of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year.

b. Benefit Upon Vesting. Unless otherwise provided in an

Award Agreement, upon the vesting of a Restricted Stock Unit, there shall be delivered to the Grantee, within 30 days of the date

on which such Award (or any portion thereof) vests, the number of shares of Stock equal to the number of Restricted Stock Units becoming

so vested.

c. Dividend Equivalents. To the extent provided in an Award

Agreement, subject to the requirements of Section 409A of the Code, an Award of Restricted Stock Units may provide the Grantee

with the right to receive dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject

to the Award is earned, vested, or acquired), which payments may be either made currently or credited to an account for the Grantee,

and may be settled in cash or Stock, as determined by the Committee. Any such settlements and any such crediting of dividend equivalents

may, at the time of grant of the Restricted Stock Unit, be made subject to the transfer restrictions, forfeiture risks, vesting and conditions

of the Restricted Stock Units and subject to such other conditions, restrictions and contingencies as the Committee shall establish

at the time of grant of the Restricted Stock Unit, including the reinvestment of such credited amounts in Stock equivalents, provided

that all such conditions, restrictions and contingencies shall comply with the requirements of Section 409A of the Code. Notwithstanding

the foregoing in this Section 4.2(iv)(c), dividend equivalents may accrue on unearned Restricted Stock Units subject to Performance

Goals but shall not be payable unless and until the applicable Performance Goals are met and certified.

(v) Other Stock-Based Awards.

The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards, as deemed by the Committee to be

consistent with the purposes of the Plan. At the time of the grant of Other Stock-Based Awards, the Committee may place restrictions

on the payout or vesting of Other Stock-Based Awards that shall lapse, in whole or in part, upon the attainment of Performance Goals;

provided that such Performance Goals shall relate to periods of performance of at least one fiscal year. The Committee shall determine

the terms and conditions of such Awards at the date of grant. Other Stock-Based Awards may not be granted with the right to receive

dividend equivalent payments.

(vi) Cash-Based Awards.

The Committee is authorized to grant Awards to Grantees in the form of Cash-Based Awards, as deemed by the Committee to be consistent

with the purposes of the Plan. At the time of the grant of Cash-Based Awards, the Committee may place restrictions on the payout

or vesting of Cash-Based Awards that shall lapse, in whole or in part, upon the attainment of Performance Goals. The Committee shall

determine the terms and conditions of such Awards at the date of grant.

(vii) Settlement of Options and

SARs. Shares of Stock delivered pursuant to the exercise of an Option or SAR shall be subject to such conditions, restrictions

and contingencies as the Committee may establish in the applicable Award Agreement. Settlement of SARs may be made in shares of Stock

(valued at their Fair Market Value at the time of exercise), in cash, or in a combination thereof, as determined in the discretion of

the Committee and set forth in the Award Agreement. The Committee, in its discretion, may impose such conditions, restrictions and contingencies

with respect to shares of Stock acquired pursuant to the exercise of an Option or an SAR as the Committee determines to be desirable.

(viii) Vesting; Additional Terms.

Except as set forth in Section 4.3, other than Options, SARs, Restricted Stock, Restricted Stock Units or Other Stock-Based Awards

conditioned upon the attainment of Performance Goals that relate to performance periods of at least one fiscal year, Options, SARs, Restricted

Stock, Restricted Stock Units or Other Stock-Based Awards granted hereunder shall vest as determined by the Committee and set

forth in the Award Agreement. The term of any Award granted under the Plan will not exceed ten years from the date of grant.

(ix) Qualified Performance-Based Compensation.

a. The Committee may determine that Restricted Stock, Restricted

Stock Units, Other Stock-Based Awards or Cash-Based Awards granted to a Covered Employee shall be considered “qualified

performance-based compensation” under section 162(m) of the Code, in which case the provisions of this Section 4.2(ix) shall

apply. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Committee’s

authority to grant new awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of

the Code (other than qualifying Options and qualifying SARs) shall terminate upon the first meeting of the Company’s stockholders

that occurs in the fifth year following the year in which the Company’s stockholders first approve this Plan.

b. When Awards are made under this Section 4.2(ix), the Committee

shall establish in writing (i) the objective Performance Goals that must be met, (ii) the period during which performance will

be measured, (iii) the maximum amounts that may be paid if the Performance Goals are met, and (iv) any other conditions that

the Committee deems appropriate and consistent with the requirements of Section 162(m) of the Code for “qualified performance-based compensation.”

The Performance Goals shall satisfy the requirements for “qualified performance-based compensation,” including the requirement

that the achievement of the goals be substantially uncertain at the time they are established and that the Performance Goals be established

in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the Performance Goals

have been met. The Committee shall not have discretion to increase the amount of compensation that is payable, but may reduce the amount

of compensation that is payable, pursuant to Awards identified by the Committee as “qualified performance-based compensation.”

c. Performance Goals must be pre-established by the Committee.

A Performance Goal is considered pre-established if it is established in writing not later than 90 days after the commencement

of the period of service to which the Performance Goal relates, provided that the outcome is substantially uncertain at the time the

Committee actually established the goal. However, in no event will a Performance Goal be considered pre-established if it is established

after 25% of the period of service (as scheduled in good faith at the time the goal is established) has elapsed.

d. The Committee in its sole discretion shall have the authority

to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or

any Subsidiary of the Company or any Affiliated Company or the financial statements of the Company or any Subsidiary of the Company or

any Affiliated Company, in response to changes in applicable laws or regulations, including changes in generally accepted accounting

principles or practices, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent

in occurrence or related to the disposal of a segment of a business, as applicable, provided such adjustment occurs in writing not later

than 90 days after the commencement of the period of service to which the Performance Goal relates (and in no event later than the

date that 25% of the period of service has elapsed). In addition, the Committee may specify that certain equitable adjustments to the

Performance Goals will be made during the applicable Performance Period, provided such specification occurs in writing not later than

90 days after the commencement of the period of service to which the Performance Goal relates (and in no event later than the date

that 25% of the period of service has elapsed).

e. The Committee shall certify the performance results for the

performance period specified in the Award Agreement after the performance period ends. The Committee shall determine the amount, if any,

to be paid pursuant to each Award based on the achievement of the Performance Goals and the satisfaction of all other terms of the Award

Agreement. Subject to the provisions of Section 3.3 relating to capitalization adjustments, at such time as the Company may be subject

to the applicable provisions of Section 162(m) of the Code, a maximum of 50,000 shares of Stock subject to qualified performance-based compensation

may be granted to any Eligible Grantee during any calendar year during the 162(m) Term.

f. The Committee may provide in the Award Agreement that Awards

under this Section 4.2(ix) shall be payable, in whole or in part, in the event of the Grantee’s death or Disability,

or under other circumstances consistent with the Treasury regulations and rulings under Section 162(m) of the Code.

4.3 Change of Control

of the Company.

(i) The Committee may, at the time an Award is made or at any time

prior to, coincident with or after the time of a Change of Control:

a. provide for the adjustment of any Performance Goals as the Committee

deems necessary or appropriate to reflect the Change of Control;

b. provide for the cancellation of any Awards then outstanding

if the surviving entity or acquiring entity (or the surviving or acquiring entity’s parent company) in the Change of Control replaces

the Awards with new rights of substantially equivalent value, as determined by the Committee;

c. provide that upon an involuntary termination of a Participant’s

employment as a result of a Change of Control, any time periods shall accelerate, and any other conditions relating to the vesting, exercise,

payment or distribution of an Award shall be waived; or

d. provide that Awards shall be purchased for an amount of cash

equal to the amount that could have been obtained for the shares covered by a Restricted Stock Award if it had been vested and or by

an Option or SAR if it had been exercised at the time of the Change of Control.

(ii) Notwithstanding

any other provisions of the Plan or an Award Agreement to the contrary, the vesting, payment, purchase or distribution of an Award for

any Grantee whose service to the Company has not terminated shall automatically be accelerated by reason of a Change of Control for any

Grantee with respect to any outstanding grants. Further, unless otherwise provided by the applicable Award Agreement or determined by

the Committee, any portion of an Award outstanding immediately prior to a Change of Control, the exercisability and/or vesting of such

portion of the Award held by a Participant whose service to the Company has not terminated prior to Change in Control shall be accelerated

in full effective as of a date prior to, but conditioned upon, the consummation of a Change in Control.

5 Operation

5.1 Duration.

Grants may be made under the Plan through June 1, 2031. In the event of Plan termination while Awards remain outstanding, the Plan

shall remain in effect as long as any Awards under it are outstanding, although no further grants may be made following Plan termination.

5.2 Uncertificated

Stock. Nothing contained in the Plan shall prohibit the issuance of Stock on an uncertificated basis, to the extent allowed by the

Company’s Articles of Incorporation and Bylaws, by applicable law and by the applicable rules of any stock exchange.

5.3 Tax

Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may

condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The

Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such

withholding, may permit such withholding obligations to be satisfied through cash payment by the Grantee, through the surrender of

shares of Stock which the Grantee already owns, through withholding from other compensation payable to the Grantee or through the

surrender of unrestricted shares of Stock to which the Grantee is otherwise entitled under the Plan, but only to the extent of the

minimum amount required to be withheld under applicable law.

5.4 Use of Shares. Subject

to the limitations on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock

as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company

or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations.

5.5 Nontransferability.

Awards granted under the Plan, and during any period of restriction on transferability, shares of Common Stock issued in connection with

the exercise of an Option or a SAR, or vesting of a Restricted Stock Award may not be sold, pledged, hypothecated, assigned, margined

or otherwise transferred by a Grantee in any manner other than by will or the laws of descent and distribution, unless and until the shares

underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have been waived by the Committee.

No Award or interest or right therein shall be subject to the debts, contracts or engagements of a Grantee or his or her successors in

interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means

whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment or any other

legal or equitable proceedings (including bankruptcy and divorce), and any attempted disposition thereof shall be null and void, of no

effect, and not binding on the Company in any way. Notwithstanding the foregoing, the Committee may permit Options and/or shares issued

in connection with an Option or a SAR exercise that are subject to restrictions on transferability, to be transferred one time and without

payment or consideration to a member of a Grantee’s immediate family or to a trust or similar vehicle for the benefit of a Grantee’s

immediate family members. During the lifetime of a Grantee, all rights with respect to Awards shall be exercisable only by such Grantee

or, if applicable pursuant to the preceding sentence, a permitted transferee.

5.6 Form and Time

of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Grantee or other person entitled

to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such

times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall

require.

5.7 Agreement with

Company. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall,

in its sole discretion, prescribe. The terms and conditions of any Award to any Grantee shall be reflected in such form of written document

as is determined by the Committee. A copy of such document shall be provided to the Grantee, and the Committee may, but need not, require

that the Grantee shall sign a copy of such document. Such document is referred to in the Plan as an “Award Agreement” regardless

of whether any Grantee signature is required.

5.8 Gender and Number.

Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural

shall include the singular.

5.9 Limitation of

Implied Rights.

(iii) The

Plan shall at all times be unfunded and neither a Grantee nor any other person shall, by reason of participation in the Plan, acquire

any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any

specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of

a liability under the Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a

fiduciary relationship between the Company and any Grantee or any other person. A Grantee shall have only a contractual right to the Stock

or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan

shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

(iv) The Plan

does not constitute a contract of employment or service, and selection as a Grantee will not give any participating Employee,

Non-Employee Director or Key Advisor the right to be retained in the employ or service of the Company or any Subsidiary, nor

any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

Except as otherwise provided in the Plan or the Award Agreement, no Award under the Plan shall confer upon the holder thereof any

rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such

rights.

5.10 Section 409A. It

is intended that all Options and SARs granted under the Plan shall be exempt from the provisions of Section 409A of the Code and

that all other Awards under the Plan, to the extent that they constitute “non-qualified deferred compensation” within

the meaning of Section 409A of the Code, will comply with Section 409A of the Code (and any regulations and guidelines issued

thereunder). The Plan and any Award Agreements issued hereunder may be amended in any respect deemed by the Board or the Committee to

be necessary in order to preserve compliance with Section 409A of the Code. Notwithstanding anything in this Plan to the contrary,

if required by Section 409A of the Code, if a Grantee is considered a “specified employee” for purposes of Section 409A

of the Code and if payment of any Award under this Plan is required to be delayed for a period of six months after “separation

from service” within the meaning of Section 409A of the Code, payment of such Award shall be delayed as required by Section 409A

of the Code, and the accumulated amounts with respect to such Award shall be paid in a lump sum payment within ten days after the

end of the six month period. If the Grantee dies during the postponement period prior to the payment of benefits, the amounts withheld

on account of Section 409A of the Code shall be paid to the Grantee’s beneficiary within sixty (60) days after the date

of the Grantee’s death. For purposes of Section 409A of the Code, each payment under the Plan shall be treated as a separate

payment. In no event shall a Grantee, directly or indirectly, designate the calendar year of payment. To the extent that any provision

of the Plan would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Plan to

fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted

by applicable law. Notwithstanding anything in the Plan or any Award Agreement to the contrary, each Grantee shall be solely responsible

for the tax consequences of Awards under the Plan, and in no event shall the Company have any responsibility or liability if an Award

does not meet any applicable requirements of Section 409A of the Code. Although the Company intends to administer the Plan to prevent

taxation under Section 409A of the Code, the Company does not represent or warrant that the Plan or any Award complies with any provision

of federal, state, local or other tax law.

5.11 Regulations

and Other Approvals.

(i) The obligation of the Company to sell or deliver Stock with

respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable

federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate

by the Committee.

(ii) Each Award is subject to the requirement that, if at any time

the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the

Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory

body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award

shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval

has been effected or obtained free of any conditions not acceptable to the Committee.

(iii) In the event that the disposition of Stock acquired pursuant

to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration,

such Stock shall be restricted against transfer to the extent required by the Securities Act of 1933, as amended, or regulations

thereunder, and applicable state securities laws, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a

condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired

for investment only and not with a view to distribution.

(iv) With respect to persons subject to section 16 of the Exchange Act,

it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3.

(v) All Awards under the Plan will be subject to any compensation,

clawback and recoupment policies that may be applicable to the employees of the Company, as in effect from time to time and as approved

by the Board or Committee, whether or not approved before or after the Effective Date. Subject to the requirements of applicable law,

any such compensation, clawback and recoupment policies shall apply to Awards made after the effective date of the policy.

5.12 Non-Employee Director

Award Deferrals. The Committee may permit a Non-Employee Director to defer receipt of the payment of cash or the delivery of

shares that would otherwise be due to such Non-Employee Director in connection with any Restricted Stock, Restricted Stock Units,

Other Stock-Based Awards or Cash-Based Awards. If any such deferral election is permitted, the Committee shall establish rules

and procedures for such deferrals and may provide for interest or other earnings to be paid on such deferrals, which rules and procedures

shall be consistent with applicable requirements of Section 409A of the Code. Unless otherwise specified in a Non-Employee Director’s

valid election, any deferred amount will be deferred until the earliest to occur of the Non-Employee Director’s death, separation

from service, or Change of Control; provided that any such deferral election is made by the Non-Employee Director on or prior to

December 31 of the calendar year preceding the calendar year in which any such amounts are earned, or, if such Non-Employee Director

is newly eligible for purposes of Section 409A of the Code, then within 30 days following the date he or she is first eligible,

and then only with respect to amounts earned after the date of the election.

6 Amendment

and Termination

The Plan may be terminated

or amended by the Board at any time, except that the following actions may not be taken without stockholder approval:

(i) any increase in the number of shares that may be issued under

the Plan (except by certain adjustments provided for under the Plan);

(ii) any change in the class of persons eligible to receive ISOs

under the Plan;

(iii) any change in the requirements of Sections 4.2(i)(b) and

4.2(ii)(c) hereof regarding the exercise price of Options and the grant price of SARs;

(iv) any repricing or cancellation and regrant of any Option or,

if applicable, other Award at a lower exercise, base or purchase price, whether in the form of an amendment, cancellation or replacement

grant, or a cash-out of underwater options or any action that provides for Awards that contain a so-called “reload”

feature under which additional Options or other Awards are granted automatically to the Grantee upon exercise of the original Option

or Award; or

(v) any other amendment to the Plan that would require approval

of the Company’s stockholders under applicable law, regulation or rule or stock exchange listing requirement.

Notwithstanding any of the

foregoing, adjustments pursuant to Section 3 shall not be subject to the foregoing limitations of this Section 6.

7 Governing

Law

The Plan and all Award Agreements

entered into under the Plan shall be construed in accordance with and governed by the laws of the State of New York, except that

any principles or provisions of New York law that would apply the law of another jurisdiction (other than applicable provisions of

U.S. Federal law) shall be disregarded. Notwithstanding the foregoing, matters with respect to indemnification, delegation of authority

under the Plan, and the legality of shares of Stock issued under the Plan, shall be governed by the Nevada Revised Statutes.

8 Severability

If any of the provision of

this Plan is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified

to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected

thereby; provided that, if any such provision is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope

determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed modified to the minimum extent

necessary in order to make such provision enforceable.

XML — IDEA: XBRL DOCUMENT

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Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 16, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 16, 2026

Entity File Number

001-38793

Entity Registrant Name

INMUNE BIO INC.

Entity Central Index Key

0001711754

Entity Tax Identification Number

47-5205835

Entity Incorporation, State or Country Code

Entity Address, Address Line One

225 NE Mizner Blvd.

Entity Address, Address Line Two

Suite 640

Entity Address, City or Town

Boca Raton

Entity Address, State or Province

Entity Address, Postal Zip Code

33432

City Area Code

561

Local Phone Number

710-0512

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per shares

Trading Symbol

INMB

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration