UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2023

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________ to ____________

 Commission
file number: 001-38793

 (Exact
name of registrant as specified in its charter)

 Nevada

 47-5205835

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

NE Mizner Blvd, Suite 640

 Boca
Raton, FL 33432

 (Address
of principal executive offices)(Zip Code)

 (858) 964 3720

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol

 Name of Market Where Traded

 Common Stock ($0.001 par value)

 INMB

 The Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 If
an emerging growth company, indicate by check mark 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the registrant's common stock held
by non-affiliates of the registrant was approximately $ 106 million as of the last business day of the registrant's most recently
completed second fiscal quarter (June 30, 2023), based upon the closing sale price for the registrant's common stock on that day
as reported by the NASDAQ Capital Market. For purposes of this computation only, all executive officers and directors have been deemed
affiliates.

 As
of March 27, 2024, there are 18,026,473 shares of common stock, $0.001 par value per share outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Certain information in Part III of this Annual Report on Form 10-K
is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities
and Exchange Commission within 120 days after the fiscal year ended December 31, 2023.

 FORM

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 TABLE
OF CONTENTS

 Item Number and Caption

 Page

 Forward-Looking Statements

 ii

 1.

 Business

 1A.

 Risk Factors

 1B.

 Unresolved Staff Comments

 1C.

 Cybersecurity

 2.

 Properties

 3.

 Legal Proceedings

 4.

 Mine Safety Disclosures

 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 6.

 [Reserved]

 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 8.

 Financial Statements and Supplementary Data

 9.

 Changes in and Disagreements with Accountants on Accounting, and Financial Disclosure

 9A.

 Controls and Procedures

 9B.

 Other Information

 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 10.

 Directors, Executive Officers, and Corporate Governance

 11.

 Executive Compensation

 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 13.

 Certain Relationships and Related Transactions, and Director Independence

 14.

 Principal Accounting Fees and Services

 15.

 Exhibits

 16.

 Form 10-K Summary

 Signatures

 i

 PART
I

 All
brand names or trademarks appearing in this report are the property of their respective holders. Unless the context requires otherwise,
references in this report to "INmune Bio" the "Company," "we," "us," and "our"
refer to INmune Bio Inc., a Nevada corporation.

 FORWARD-LOOKING
STATEMENTS

 This
Annual Report on Form 10-K (this "Annual Report") contains "forward-looking statements" Forward-looking statements
reflect our current view about future events. When used in this Report, the words "anticipate," "believe," "estimate,"
"expect," "future," "intend," "plan," or the negative of these terms and similar expressions,
as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements
contained in this Report relating to our business strategy, our future operating results and liquidity and capital resources outlook.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future
conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes
in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking
statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore
against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from
those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our
ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition
from other providers and products; our ability to develop and commercialize products and services; changes in government regulation;
our ability to complete capital raising transactions; and other factors (including the risks contained in the section of this Annual
Report entitled "Risk Factors") relating to our industry, our operations and results of operations. Actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or planned.

 Factors
or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of
them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results.

 ii

 PART
I

 Item
1. Business

 Our
Strategy

 Our objective is to develop
and commercialize our product candidates to treat diseases where the innate immune system is dysfunctional causing or contributing to
the patient's disease. Innate immune dysfunction can occur for a variety of reasons including genetics, lifestyle, and other factors.
However, age plays a significant role in the development of immune dysfunction. Innate immune dysfunction can be seen in cancer where
Natural Killer ("NK") cells are impaired and facilitate a tumor's evasion of the immune system and subsequent disease
progression. Further, immunologically-mediated chronic inflammation causes expression of MUC4, inducing immunosuppressive cells of the
tumor microenvironment to proliferate and protect the tumor from attack by the patient's immune system. Chronic inflammation is
implicated in neurologic and metabolic diseases where it impairs the innate immune system. Our initial focus is on the treatment of cancer,
Alzheimer's Disease ("AD"), Treatment Resistant Depression ("TRD") and an out-licensing strategy. In cancer,
we plan to pursue two parallel development programs: (1) with INKmune we are treating men with castration-resistant, metastatic prostate
cancer ("mCPRC"); (2) with INB03, we plan to develop pre-clinical data in cancers that express MUC4, a mucinous polyglucan
on the surface of some epithelial cancer cells with a goal to out-license the program. MUC4 expression appears to predict resistance to
immunotherapy including women with MUC4 expressing HER2+ breast cancer and potentially other MUC4 resistant cancers.

 Our third drug candidate,
XPro1595 ("XPro"), targets Alzheimer's Disease and TRD. XPro for AD has completed Phase I trials and a Phase II trial
is open in, UK, EU, Australia and Canada. XPro for TRD is being prepared for Phase II trials and will start after the current AD global
Phase II trial has completed recruitment. In early 2023, the Company also announced pre-clinical data in Duchene's Muscular Dystrophy
("DMD") including new intellectual property for the purpose of trying to seek partnership for the development of this program.
DMD is an X-linked genetic disease that occurs most often in young boys. People with DMD do not produce dystrophin, a protein necessary
for normal skeletal muscle function. The patients develop weakness of skeletal muscles initially seen as weakness in standing and walking.
Over time, the disease progresses forcing the patient to be wheelchair bound by early teens. The patients typically die young due to respiratory
and cardiac failure before they reach thirty years old. Therapies for DMD delay progression, there is no cure.

 The
overall principal components of our business strategy to achieve these objectives are to:

 pursue development strategies and regulatory approval
pathways that allow us to expand the treatment of oncology patients with our lead product candidate INKmune;

 pursue pre-clinical development strategies to facilitate out-licensing
INB03;

 pursue development strategies
 and regulatory approval pathways that allow the treatment of neurodegenerative diseases in patients with our lead product candidate,
 XPro;

 Pursue
 development strategies with a dominant-negative tumor necrosis factor ("DN-TNF") compound for the treatment of DMD;

 adopt
 a product development strategy that solidifies our existing intellectual property ("IP") to prevent competition and expand
 our IP suite into related immunotherapeutic areas;

 provide
 clear value propositions to third-party payers, such as managed care companies or government programs like Medicare, to merit reimbursement
 for our product candidates; and

 Collaborate
 with other pharmaceutical companies with respect to, among other things, our INKmune and the DN-TNF platform that includes INB03
 and XPro product candidates, our DMD DN-TNF candidate and other products that will benefit from development or marketing beyond our
 current resources.

 Pursue development and
regulatory approval pathways. We believe INKmune, INB03 and XPro may be approvable under pathways that are potentially shorter than
those typically available for drug products based on novel active ingredients, including as an orphan drug under the Orphan Drug Act and
approval under the Food and Drug Administration (the "FDA") Accelerated Approval Program (see "Government Regulation").
We have not yet had a discussion with the Medicines and Healthcare Products Regulatory Agency ("MHRA") and/or FDA regarding
such designation, but plan to do so in the future. We believe the INKmune program to treat castration resistant prostate cancer may qualify
for orphan status. We believe that it would take a minimum of six months to receive Orphan Drug status once we apply for application
and a minimum of 12 months to receive a designation once we submit an application. We might never have these discussions, submit applications
under the Orphan Drug Act or the FDA Accelerated Approval Program or have these applications approved if we do.

 Adopt
a two-pronged patent strategy. We are pursuing a two-pronged product development strategy that will seek to solidify our existing
IP to prevent competition and expand our IP suite into related therapeutic areas. We are confident that our core in-licensed IP (see
"Intellectual Property") will allow us both freedom-to-operate and provide robust protection from outside competition. We
will continue to invest in expanding our patent suite. We will also seek to further strengthen our IP position by looking to in-license
IP related to our focus on the innate immune system.

 Provide clear value propositions
to third-party payors to merit reimbursement for our product candidates. We are designing our clinical development programs to demonstrate
compelling, competitive advantages to patients and prescribers, and to demonstrate value propositions to third-party payors. We believe
the use of INKmune and/or INB03 in patients with a high risk of tumor progression and death from tumor should prolong survival, improve
the patient's quality of life and decrease the total cost of care for patients with these lethal malignancies. For example, cancer
patients relapse frequently. Each relapse requires a complex treatment regimen that has decreasing benefits. Treatment with INKmune as
an out-patient may provide a more durable remission and limit the need for treatment-associated hospitalizations. At the patient level,
we believe INKmune, if approved, should improve survival and quality of life. At the payor level, we believe INKmune, if approved, should
provide more predictable costs and outcomes. Therapies for Alzheimer's disease are needed for medical, societal and economic reasons.
The cost of Alzheimer's disease to the government is large and growing. Recently approved therapies that target amyloid have a modest
impact on disease progression and are difficult to use due to side-effects in some patients. The cost of AD to families and care givers
is real and burdensome. We believe treatment of dementia patients with XPro, including Alzheimer's disease, may provide a strategy
to alter the costly dynamic of this disease in society today.

 Collaborate
to maximize the value of our technology. We believe there are two reasons for us to enter collaborations with other companies. The
first is the further development of INKmune, INB03, XPro and DN-TNF by either providing additional innovations to the product, including
combination therapy strategies, and/or providing resources to improve the speed and breadth of the development process. The second is
to optimize the commercialization of our products either globally or regionally. The ideal partner will benefit us in both ways.

 We
continue to look for ways to utilize our unique capabilities to optimize clinical application of cell therapies. We believe that we have
developed a way to manufacture human mesenchymal stromal cells for the medical research and biotech community that offers large volumes
of high-quality, low passage human umbilical cord mesenchymal stromal cells with minimal batch-to-batch variability. We have established
a reliable supply of human umbilical cords based on our agreement with the Anthony Nolan Cord Blood Bank in the United Kingdom and may
seek additional supplies from US sources in the future. We have developed a validated manufacturing process that reliably produces clinical
grade ("cGMP") quality mesenchymal stromal cells that we call CORDstrom. The manufacturing process is currently performed
at a contract manufacturing site under the direction of Mark Lowdell, the Company's CSO. To date, we are supporting a multicenter
academic clinical trial in the UK with CORDstrom. This is a Phase I/IIb trial sponsored by the Great Ormond Street Children's Hospital
in London treating children with the most severe form of Erythematous Bullosa ("EB"), a disfiguring and sometimes fatal skin
disease that is similar to a second degree burn. INmune Bio is supplying the clinical product for treatment of these patients. The Company
does not know the results of this trial until they are announced by the principal investigators at the clinical sites. We have identified
contract manufacturers in the UK that have the capability to produce cGMP stem cells. We expect the commercial arrangement with academic
laboratories or biopharma companies to be a combination of fee-for-service and licensing that does not require additional investment
by us. We will be opportunistic in pursuing therapeutic opportunities for our own portfolio with this platform in the future if resources
become available. The regulatory path for therapeutic applications of the mesenchymal stem cell products is well established and similar
to the regulatory approval process for other cell therapies. We will only be responsible for regulatory compliance related to manufacturing
of the mesenchymal stromal cells when the product is being developed by a third party. When developing a therapeutic product for the
Company's commercial portfolio, the Company will be responsible for all aspects of the regulatory process.

 Overview
of Immunotherapy for Cancer

 The
immune system has two parts, innate and adaptive. The innate immune system is the body's first line of defense against an infection,
providing immediate, non-specific responses to eliminate harmful cells in the body. Components of the innate immune system include cytokines,
chemokines, macrophages, neutrophils and NK cells, among others.

 The
adaptive immune system is often initially triggered by the innate immune system, mounts a delayed response against diseased cells and
plays a role protecting against re-infection. An adaptive immune response is highly specific to a pathogen or antigen and is developed
or learned from prior exposure. Key components of the adaptive immune system include antibodies which bind to antigens and mark them
for destruction by other immune cells, B-cells which produce these antibodies upon exposure to antigens, and T-cells which attack and
eliminate the diseased cells.

 The
biopharmaceutical industry has made significant advances in harnessing specific components of innate and adaptive immune systems for
therapeutic use. Some of these approaches are summarized below.

 Cytokines.
 Tumor Necrosis Factor alpha ("TNF") is the focus of XPro and INB03. TNF biology has four elements that include two
cytokines, soluble TNF and trans-membrane TNF ("sTNF" and "tmTNF," respectively), and two receptors, TNF Receptor
1 and 2 ("TNFR1" and "TNFR2"). The biology of TNF ligation of TNFR varies dramatically based on what elements
of the TNF system that are used. sTNF binding to TNFR1 is responsible for inflammation and cell death while sTNF binding to TNFR2 promotes
proliferation of regulatory T cells ("Treg"). In patients with advanced cancers, increased sTNF is not favorable to long-term
survival because it promotes epithelial-mesenchymal transformation and metastasis while making the tumor microenvironment more immunosuppressive
promoting resistance to therapy. In the CNS, sTNF promotes neuronal cell death, demyelination and synaptic pruning while tmTNF promotes
nerve cell survival, improves synaptic function and stimulates remyelination. In brief, sTNF is the "bad" TNF and tmTNF is
the "good" TNF. In patients with cancer, infection or neurologic disease, blockade of tmTNF function has negative consequences
such as immunosuppression, increased infection, synaptic dysfunction and demyelination.

 One
of the early applications of immunotherapy is the use of cytokines, including interferons and interleukin-2 ("IL-2"). Interferons
are molecules that inhibit the growth and replication of diseased cells and stimulate innate immune cells to attack them. They have been
used as standard of care for hepatitis B and C and multiple sclerosis, and to a lesser extent, as treatment for certain cancers, including
chronic myeloid leukemia, cutaneous T-cell lymphoma, myeloma and non-Hodgkin's lymphoma. However, the use of interferons has generally
decreased over the years due to serious adverse events ( e.g., flu-like symptoms and dramatic weight loss) and introduction of
new therapies with higher efficacy, better safety profiles and more convenient administration although Alpha-interferon remains the treatment
of choice for some hematological conditions such as polycythemia. IL-2 activates T-cells and NK cells to attack diseased cells. IL-2
has been used to treat select cancers, but due to its relatively poor safety profile, physicians often only resort to this therapy for
the most advanced settings.

 Antibody
therapy. Antibodies exist in three formats: monoclonals ("mAbs"), oligo/polyclonal and antibody-drug conjugates.
mAbs represent an effective therapeutic modality and are important to the treatment paradigm of various diseases. Drug manufacturers
have leveraged mAbs' ability to induce an antibody-dependent cell-mediated cytotoxicity, or ADCC effect to develop better treatments
that prolong survival and quality of life of patients. In addition, mAbs designed to inhibit specific checkpoints in the immune system
have overcome in vivo immune suppression and the resulting immune responses have led to profound therapeutic benefit in some patients.
However, the degree of efficacy of these therapies is heavily reliant on the immune system of patients, many of whom are severely immuno-compromised.
In addition, mAbs are manufactured through a complex process that requires purification of cell products created from a cell line. Polyspecific
antibodies, for example bi-specific antibodies, are able to target more than one antigen. These are often used to bring and effector
T cell in contact with a target cell. Antibody drug conjugates are mAbs attached to a toxin, chemotherapy or radio therapy that delivers
the cancer killing payload directly to the cancer.

 Dendritic Cell Therapies.
This approach is designed to indirectly stimulate a patient's T-cells by leveraging the role of dendritic cells in presenting antigens
to T-cells. Cancer vaccines are the most common application of dendritic cells. FDA-approved dendritic cell therapies such as PROVENGE,
which entails collecting monocytes from the patient, maturing them into dendritic cells, "loading" ex vivo with the
patient's cancer antigens, and then re-infusing in the patient. Currently, this process is cumbersome and expensive, and again,
relies on an intact and effective immune system of the patient. There are additional ongoing preclinical studies and clinical trials being
conducted by our competitors aimed at addressing certain of the limitations associated with this approach. To date, current clinical results
of dendritic cell therapies have been mixed.

 CAR-T
and TCR Therapies. T-cells recognize diseased cells by receptors engaging with antigens that are present on or inside the diseased
cells. CAR-T therapy entails genetically engineering T-cells to express synthetic CARs that direct T-cells to antigens on the surface
of cancer cells. TCR therapy modifies T-cells to express high-affinity tumor specific TCRs that recognize intra-cellular antigens that
must be presented on the surface of target cells. In early clinical trials, CAR-T and TCR therapies have demonstrated impressive anti-tumor
activity in a narrow spectrum of hematologic cancers and garnered significant attention by research institutions and biopharmaceutical
companies. We believe a key limitation of adaptive autologous immunotherapy is the need to retrieve non-compromised immune cells from
a cancer patient which requires a complex and costly manufacturing process to develop the therapy. The complexity of this personalized
process is reflected in the price of the two approved therapies. CAR-T therapies - tisagenlecleucel and axicabtagene ciloleucel for advanced
leukemia and lymphoma respectively. The cost of a single therapy is many hundreds of thousands of dollars. As a consequence of this need
to harvest active T-cells, current Phase I clinical trials for autologous CAR-T cell therapy in large part enroll patients from highly
selected, often relatively early-stage disease in a narrow spectrum of cancers, including bulky hematological cancers. In addition, Phase
I clinical trials of CAR-T cell immunotherapy have reported severe adverse toxicities of cytokine release syndrome and neurotoxicity,
requiring hospitalization, pre-conditioning and, in some instances, intensive care unit admission following side effects associated with
cytokine release syndrome. As a result, though our competitors continue to develop their CAR-T and TCR product candidates with the goal
of addressing certain of the limitations associated with these approaches, we believe these serious challenges may limit their potential
and use in a variety of indications, including solid tumors.

 Checkpoint Inhibitors.
 Immune cells express proteins that are immune checkpoints that control and down-regulate the immune response. These are best defined
in T lymphocytes and include PD-1, CTLA-4, TIM-3 and LAG3. Tumor cells express the ligands to these receptors. When T cells bind the ligand
to these proteins on the tumor cells, the T cell is turned off and does not attempt to attack the tumor cell. Thus, checkpoint inhibitors
("CPI") are part of the complex strategy used by the tumor to evade the patient's immune system and are responsible
for resistance to immunotherapy. Biopharmaceutical companies have successfully developed CPI that block the receptor/ligand interaction
to promote the adaptive immune response to the tumor. Six CPI are currently approved, pembrolizumab, nivolumab, atezolizumab, avelumab,
durvalumab, and ipilimumab for a wide variety of solid tumors including melanoma, lung, bladder, gastric cancers and others. More CPI
are in development and more tumor types will be added to the list of sensitive tumors over the next years. CPI have become the backbone
of cancer therapy and are expected to be the best -selling class of drugs in the future.

 NK
Cells. NK cells typically represent approximately 2% to 13% of circulating lymphocytes and are a critical component of the immune
system responsible for innate immunity. Unlike adaptive immune cells, they are ever present and ready to attack, having the inherent
ability to detect and eliminate diseased cells without the need for antigen presentation, which is why they are called "natural
killers."

 NK
cells bind to stress ligands expressed by the diseased cells and directly eliminate them. This binding induces NK cells to release cytokines,
including, interferons and GM-CSF, which are integral in recruiting additional innate and adaptive immune responses by the host. NK cells
also represent a critical effector cell for ADCC, whereby target cells bound with human antibodies, whether made by the patient's
body or administered, are selectively destroyed by the NK cells.

 Our
Innate Immune Dominant-Negative TNF ("DN-TNF") product candidate

 We renamed XPro, which we license
from Xencor, to INB03 when it is used for cancer related indications. We will continue to call the drug XPro when used for treatment of
neurologic and psychiatric diseases, including Alzheimer's disease and TRD discussed below. INB03 and XPro are the same drug with
different names. INB03 neutralizes soluble TNF in the tumor microenvironment ("TME"). Neutralizing sTNF in the TME has two
main effects – decreases expression of MUC4 by the tumor and converting the immunosuppressive cancer promoting TME that promotes
tumor growth to an immunologically active TME that promotes tumor cell death. INB03 alters the immunologic environment of the TME to promote
tumor killing. INB03 decreases proliferation of MDSC, promotes recruitment of cytotoxic T cells to the TME and may convert immunosuppressive
tumor macrophages into tumor phagocytic macrophages. In murine models, these changes make the tumor reverse resistance to treatment with
immunotherapy alone or in combination with tyrosine kinase inhibitors (TKI) such a lapatinib and tucatinib. MUC4 expression is increased
by sTNF produced by the tumor. MUC4 causes resistance to trastuzumab therapy in HER2+ breast and gastric cancer cells by preventing binding
of trastuzumab to HER2 by steric hinderance. By neutralizing sTNF with INB03, decreases MUC4 expression to allow trastuzumab to bind HER2.
The importance of trastuzumab based immunotherapy in the treatment of HER2 expressing tumors has increased recently due to the success
of trastuzumab-deruxtecan (Enhertu, TDxd). TDxd improves survival in women with metastatic HER2+ breast cancer in both high and low HER2
expressing tumors. MUC4 expression inhibits the TDxd tumor killing in a murine model of HER2+ trastuzumab resistant HER2+ breast cancer.
The mechanism by which combination of INB03 with TKI improves efficacy over TKI alone remains under investigation. By using INB03 as part
of combination therapy for cancer, we believe the patient's dysregulated immune response, a hallmark of cancer progression and resistance
to therapy, to be converted to a coordinated immune response that can overcome resistance mechanisms to immunotherapy in MUC4 expressing
cancers. These immune responses have been studied in at least two animal models. In a murine model of an inflammatory cancer, where 3-methylcholanthrese
is given to mice in a subcutaneous injection that causes the development of multiple cutaneous fibrosarcoma. This model was developed
by Y Akamatsu in 1967 while working at the National Cancer Institute of the NIH. In research published by Professor Nikola Vujanovic in
 Cancer Immunology Research in 2016, treatment with INB03 resulted in smaller and fewer cancers with increased survival.
INB03 is an engineered PEGylated protein that neutralizes human soluble TNF, a human inflammatory cytokine that is increased in patients
with advanced cancer. By specifically neutralizing the cytokine, there is decreased phosphorylation of STAT3, an essential step required
for the proliferation of the MDSC population, and secretion of the immunosuppressive cytokines. The combination of decreased MDSC proliferation
and decreased immunosuppressive cytokines allows the immune system to respond to the tumor. This data was published in an article entitled
Inhibition of Soluble Tumor Necrosis Factor Prevents Chemically Induced Carcinogenesis in Mice in Cancer Immunology Research in Cancer
Immunology Research, 2016. In summary, INB03 functions as an innate immune system checkpoint inhibitor by eliminating the population
of MDSC that provides an immunosuppressive shield protecting the tumor, the patient's immune system is able to function normally
to the benefit of the patient – it can attack the tumor. TNF plays an important role in breast cancer (Schillaci R, Front. Oncol.,
22 April 2020  In a murine model of trastuzumab resistant breast cancer using JMIT-1 cells,
a human cell line of HER2 positive breast cancer resistant to trastuzumab placed into immunocompromised mice, INB03 downregulates MUC4
from the surface of the JMIT-1 HER2+ breast cancer cells to allow the trastuzumab resistant cells to become trastuzumab sensitive (Figure
A from Bruni, NYAS 2020) to decrease tumor growth (from Schillaci SABCS 2018, Figure B). JMIT-1 cells are also resistant to lapatinib,
a TKI inhibitor used as a second line therapy in women with trastuzumab resistant HER2+ breast cancer. The addition of INB03 to lapatinib
in the animal model reverses lapatinib resistance in part by decreasing expression of MUC4 (from Bruni NYAS 2020, Figure C). In addition
to decreasing resistance to trastuzumab by decreasing MUC4 expression, INB03 decreases the immunosuppressive tumor microenvironment (Schillaci
SABCS 2018, Bruni NYAS 2020). Recently, Dr. Schillaci reported the MUC4 expressing triple negative breast (TNBC) cancer patients have
a worse overall survival. (Schillaci SABCS 2021). More recently, Schillaci has shown that MUC4 causes resistance to trastuzumab ADC (trastuzumab-durextecn;
TDxd). Combination therapy with INB03 overcomes resistance in this breast cancer model. These data may be relevant to all tumors that
express HER2 or MUC4 including upper gastrointestinal malignancies such as gastric and pancreatic cancer. We believe MUC4 expression is
a biomarker of resistance that may improve therapeutic decision making by clinical teams.

 Because INB03 targets the
patient's immune system and not the tumor, we believe INB03 is an immunotherapy that can be used to treat many types of hematologic
malignancies and solid tumors as part of combination therapy. The decision to use INB03 in a patient will be based on biomarkers that
should predict that a patient will benefit from treatment with the drug. We believe the ideal biomarker is easy to use and is determined
before treatment begins. MUC4 expression by epithelial tumors is an example of this type of biomarker. Our Phase I clinical trial preceded
the identification of MUC4 as a biomarker and focused on using determining the safety of INB03 as monotherapy in patients with advanced
solid tumors. This is a typical Phase I clinical trial design for first-in-man trials in cancer. We expect to use INB03 as part of combination
therapy with approved cancer therapies as part of Phase II development. We do not expect to need to modify INB03 therapy to treat each
different type of cancer, because INB03 therapy targets the immune system, not the cancer. We do expect to develop the INB03 beyond Phase
II to target a specific type of cancer to meet the current system of regulatory approval. For instance, INB03 may be approved to treat
patients with HER2+/MUC4+ breast cancer. To get subsequent approval for the treatment of patients with MUC4+ TNBC or MUC4+ pancreatic
cancer, we will need to perform a pivotal trial in patients with TNBC and pancreatic cancer respectively. After the first regulatory approval,
if and when achieved, we believe the difficulty and cost of achieving these labels extensions will decline with each successive approval.
At this time, we cannot predict if patients without biomarkers of inflammation, elevated MDSC or cytokines, or increased expression of
MUC4 will benefit from treatment with INB03. Those studies may be performed in the future, but they are not a current priority. We continue
to produce pre-clinical data for use of INB03 in cancer indications with a goal to find a development partner or out-license the program.
The Company does not have plans to perform clinical trials with INB03 at this time.

 XPro
neutralizes soluble TNF in the brain in exactly the same way INB03 neutralizes soluble TNF in the tumor microenvironment but the effects
of soluble TNF neutralization in the brain are different. The cause of the destructive neuroinflammation in the brain are microglial
and astroglial cells. Glial cell are two of four cells in the neural unit that also includes oligodendrocytes and nerve cells. Activated
microglial cells are considered the resident macrophages of the brain. The primary role of microglial cells is to protect the neural
unit from infection. When innate immune dysfunction causes chronic inflammation, activated microglial cells produce soluble TNF that
activates astrocytes. Activated glial cells cause nerve cell and oligodrocyte dysfunction that results in synaptic pruning, nerve cell
death and demyelination of neurons. These pathologies contribute, in part, to neurodegenerative diseases such as AD, Parkinson's
disease, ALS, MS, Huntington's disease, glaucoma and TBI (traumatic brain injury) may contribute to neuropsychiatric diseases such
as depression, bi-polar disease, sleep disorders, autism, schizophrenia and PTSD. In the setting of AD, microglial activation causes
dendritic pruning, synaptic dysfunction and nerve cell death that contributes to cognitive decline and the behavioral manifestations
of AD including depression, aggressiveness, sleep disorders, hallucinations and anhedonia. Elimination of microglial activation should
reverse these symptoms. Because soluble TNF is the apex cytokine in the inflammatory cytokine cascade, neutralization of soluble TNF
with XPro should prevent glial activation and normalizes function of the neural unit.

 The Company has completed
a Phase I trial using XPro to reverse neuroinflammation in patients with Alzheimer's disease. The trial was performed in Australia
and was partially funded by a $1M USD Part-the-Cloud Award from the Alzheimer's Association. The clinical trial was the first in
the Company's development program for the treatment of dementia. The open label, dose escalation trial in patients with Alzheimer's
disease with biomarkers of peripheral inflammation (one of CRP>1.5mg/L, HgbA1c>6.0, ESR>10sec or have ApoE4) treats the patients
with XPro as a once-a-week subcutaneous injection for 3 months. AD patients with one biomarker of inflammation are classified as having
AD with neuroinflammation (ADi). The company estimates this group of patients includes at least 40% of patients with AD. Patients have
multiple biomarkers of neuroinflammation tested before and during therapy including soluble biomarkers in blood and cerebral spinal fluid,
behavioral biomarkers (neuropsychiatric symptoms of AD), EEG and neuroimaging biomarkers using MRI. The primary goal of this short, open
label study was to demonstrate that treatment with XPro decreases neuroinflammation safely and to define the dose of XPro to use in the
Phase II trial.

 The
Company is enrolling a global blinded randomized Phase II trial in ADi patients with Early AD in Australia ("AUS"), Canada
("CAN"), the United Kingdom ("UK"), Spain ("ES"), France ("FR"), Germany ("DE"),
Poland ("PO"), the Czech Republic ("CZ"), Slovakia ("SL") and the United States ("US").
Early AD is patients that have MCI (Mild Cognitive Impairment) or mild AD. The XPro produced by KBI is being used in the Phase II trial.
After completion of the Phase II trial, patients will be offered to enroll in the Phase II open label extension trial (OLE). An Expanded
Access Scheme in patients who completed the Phase I trial in AUS. The goal of the Phase II trial will be to demonstrate the prolonged
control of neuroinflammation in patients with dementia will help control cognitive decline.

 The Phase I trial enrolled 18 patients at doses
of 0.3, 0.6 and 1.0mg/kg given once a week as subcutaneous injection for three months. Patients in the 10mg/kg group were offered extended
use of the drug for up to 12 months. Three patients remained on XPro for 12 months. Preliminary data was presented in a webinar on 13
July 2020. Additional data was presented on January 21, 2021CSF cytokine/chemokines were measured in 9 patients before and after 12 weeks
of weekly therapy with XPro using a panel from OLINK Target 48 Cytokine (
that measures 45 (Figure AD1).

 In the 6 patients in the 1mg/kg
per week dose, only one cytokine and chemokine, interferon gamma ("INFg") did not change in the CSF of patients, the remainder
all decreased on average of 15%. The data analyzed provides evidence that XPro decreases neuroinflammation in patients with Alzheimer's
disease.

 We believe these data support the use of XPro to treat other diseases where
neuroinflammation is a part of the pathophysiology of the disease. The company studied the consequences of decreasing neuroinflammation
in the 6 patients from target dose group (XPro 1mg/kg for 12 weeks) be looking at the CSF proteome using technology for Proteome Sciences
using their TMT Calibrator platform. A large data set of proteins were identified. Early analysis of the data focusing on 26 AD
related proteins demonstrated changes in inflammation, neuronal and synaptic proteins caused by decreasing neuroinflammation after treatment
with XPro (Figure AD2). The proteome also demonstrated a clear dose response with a greater number of proteins being affected by the target
dose compared to low dose XPro therapy (0.3 vs 1.0 mg/kg/week for 12 weeks) (Figure AD3). The CSF proteome data is only partially analyzed.
Additional data may result from these ongoing analytics.

 The
results of the Phase I study demonstrated that XPro safely decreases neuroinflammation in patients with ADi who have biomarkers of peripheral
inflammation or are ApoE4 positive when given for at least 3 months at the 1mg/kg once a week dose. Decreasing neuroinflammation with
XPro appears to decrease neurodegeneration and improve synaptic function and promote remyelination. The effect of XPro on the biology
and immunology of the brain in patients with AD suggest XPro therapy in patients with peripheral biomarkers of inflammation or ApoE4
allele(s) may impact cognitive decline. Although there were anecdotes of improved cognitive function in patients receiving the target
dose of XPro, this cannot be verified because the trial was not a blinded, randomized trial. The impact on cognition of controlling neuroinflammation
with XPro will be studied in the Phase II program which is a blinded randomized, placebo controlled clinical trial.

 The ongoing blinded randomized
global Phase II trial in patients with early ADi will enroll 201 patients in a 2:1 ratio (XPro:placebo) at 1mg/kg once a week. The trial
is currently enrolling study subjects. Patients will be treated for 6 months. The primary end-point is Early/Mild Alzheimer's Cognitive
Composite (EMACC), a sensitive cognitive end-point validated for use in patients with early AD. Secondary cognitive (ADAS-Cog13, CDR-SB
and NPI) and functional (GAS, ADCS-ADL) end-points will be measured. Exploratory structural and function biomarkers of brain function
and structural integrity using EEG and MRI DTI will be used in some or all patients. All patients will be eligible to continue XPro for
12 additional months in the Open Label Extension trial. Clinical and MRI metrics will be followed during the extension trial.

 Effective
therapy for TRD is a large unmet need. Twenty percent of patients with a Major Depressive Disorder have TRD. Once third of TRD patients
have peripheral biomarkers to inflammation (elevated CRP). This is a large patient population. The role of TNF and anti-TNF therapeutics
was explored in a small open label clinical trial by Prof. Andrew Miller, MD of Emory University whereby it was demonstrated that patients
which have elevated TNF levels responded to treatment with infliximab (Miller, 2011).

 The
Company received a $2.9M USD award from the National Institute of Mental Health ("NIMH") to treat TRD with XPro. The blinded,
randomized Phase II trial will use biomarkers of peripheral inflammation to select patients with TRD for enrollment. Patients will be
treated for 6 weeks. Primary end-points include both clinical and neuroimaging measures. The final trial design is ongoing and discussions
with the FDA are not complete. The Company anticipates receiving authorization to initiate the clinical trial in 2H24. At which point
the Company may begin to request funds from the NIMH pursuant to the award.

 INB03 and XPro are delivered
as a subcutaneous injection, similar to an insulin treatment or anti-obesity GLP-1 drugs, is given once a week. More frequent treatment
cannot be ruled out for future indications. Because this is a simple subcutaneous injection similar to an insulin injection (the therapy
patients give themselves for treatment of Type 1 diabetes mellitus), we expect patients to administer the therapy by themselves or caregivers
and not require expensive or logistically challenging clinic visits to receive the therapy.

 Release
of INB03 and XPro drug supply

 GMP DN-TNF product (INB03
and XPro) used in the oncology Phase I, AD Phase I and COVID-19 Phase II trial were manufactured by Lonza at a site in New Hampshire.
The supply of Lonza DN-TNF product is limited but allowed completion of the Phase I study in Alzheimer's disease and support of
patients in the extension study for 12 months. New batches of XPro have been produced to support future clinical trials. The Company engaged
KBI Biopharma to manufacture 6 lots of XPro/INB03 at the Boulder, Colorado facility using the original master cell bank and updated manufacturing
process. One lot has been converted into drug product using the US fill/finish facility of Vetter Pharma. Half of the first lot is frozen
as drug substance at -80C with a plan to convert to drug product as clinical supplies are needed to support the AD and TRD Phase II trials
in May 2024. The unfrozen drug product is being used in the ongoing AD02 AD trial. The remainder of the original fermentation runs is
frozen as a cell paste with a plan to process to drug substance. The company expects to convert the drug substance to drug product 1H25.
Downstream processing to drug product and fill/finish to drug product of the cell paste will occur in 2025 as needed to support the clinical
trials. We plan to use a two-step approach to improve the yield of the drug substance from the fermentation process. The company has two
Phase III readiness programs in progress in preparation for the Phase III pivotal trial in patients with AD. The Company is working on
the yield of the drug product using the existing E.coli-based system. A second program is focused on down-stream process improvements
in the drug manufacturing program. Once the new strain and process is validated and functional, we will perform a manufacturing campaign
drug for future clinical trials. In the future, the Company may consider a strain change to improve yield of the fermentation step further.
The decision for strain improvements and strain change will be made in the future as clinical development programs proceed.

 Interaction
with Regulatory Authorities Regarding INB03 and XPro Development

 We have completed a Phase
I trial with INB03 in oncology. At this time we do not plan additional clinical trials with INB03 in oncology. A Phase I trial with XPro
in patients with Alzheimer's disease is underway. The Phase II program with Alzheimer's disease started during 2022. The Phase
I trial with XPro in patients with Alzheimer's disease was performed in Australia under the regulatory authority of the TGA using
the Clinical Trials Exemption ("CTX") scheme. Our first interaction with the regulatory body occurred in March 2018. The Company
received approval to initiate the Phase I trial with INB03 in patients with advanced solid tumors on May 21, 2018. The second interaction
with the regulatory body occurred in March 2019. The Company received approval to initiate the Phase I trial with XPro in patients
with Alzheimer's disease in May 2019 and received authorization to start the Phase II trial in patients with mild AD on January
5, 2022. Our first interaction with the FDA occurred in July 2020 as part of the Phase II Quellor program to treat respiratory failure
in patients hospitalized with COVID-19 infection. The newly manufactured XPro is being used to support the Phase II AD trial and the Expanded
Access Scheme.

 INB03 Product Development Path: Continued pre-clinical
studies to find a partner or out-license the progam

 Phase I open label study in
patients with advanced solid tumors has been completed. All future cancer studies will use INB03 as part of combination therapy. The evolution
of oncology standard of care occurs quickly. Immune checkpoint inhibitors ("CPI") were introduced 5 years ago. The success
of CPI change the focus of cancer therapy from cytotoxic based cancer regimens to immunotherapy-based cancer regimens. The approval of
Trastuzumab ("TDxd") in 2022 had a similar effect on HER2 expressing cancers. For example, use of trastuzumab based therapy
in HER2+ breast cancer required 3+ expression of HER2. With TDxd, low HER2 expression (1+ or 2+ but not null) benefit for TDxd. This has
dramatically expanded the number of women eligible for trastuzumab based immunotherapy from 20% to half of women with breast cancer. This
dramatic change in breast cancer standard-of-care impacted our development plans for INB03 in breast cancer. The Phase II trial is planned
to be in women who have failed TDxd therapy. About half of women who receive TDxd are resistant to therapy. We believe, but need to confirm,
that many of those women express MUC4. We believe an exploratory, single arm open label Phase II in woman who progress after TDxd is warranted.
We believe the combination of TDxD, INB03 and TKI will be effective. We continue to conduct pre-clinical studies of INB03 in MUC4 expressing
tumors. The Company does not plan to perform further clinical studies with INB03 in oncology at this time. We continue to support pre-clinical
studies as we search for a partner or an out-licensing opportunity.

 INB03 Pre-clinical Studies and/or Partnering

 We plan to pursue an efficient
registration strategy using INB03 to improve the lives of patients with cancer and biomarkers of resistance such as MUC4. We believe that
this strategy has use across many types of solid tumors including patients who have failed CPI, tyrosine kinase inhibitors ("TKI")
and anti-cancer antibody therapy such as trastuzumab monoclonal antibodies and trastuzumab based antibody drug conjugates. We have an
active partnering position as it relates to INB03 development in cancer, although limited partnering discussion are underway at this time
for INB03.

 Our
INB03 platform can be used in cancer patients in many ways. The Phase I trial suggests the drug should not be used alone to treat cancer
but used in combination with, but not limited to, other cancer therapies including cytotoxic chemotherapy, immunotherapy, radiation and
surgery. We believe that INB03 can also be used to treat many types of hematologic and epithelial cancers.

 XPro Regulatory Strategy

 Drugs from the DN-TNF platform
will be developed using adequately powered, well designed studies with the goal to demonstrate a meaningful clinical benefit to patients.
Beyond Phase I, these will most often be blinded, randomized clinical trials using validated end-points that have been authorized by a
regulatory authority – the FDA, TGA, MHRA, EMA, etc. Currently, all planned studies will be performed in North America, AUS, EU
and/or the UK. Because there are no therapies similar to XPro approved in any market, we plan to take advantage of the regulatory opportunities
afforded to therapies that treat markets with a high unmet need. In the U.S., this includes Orphan Drug Designation and expedited programs
for approval including Accelerated Approval, Breakthrough Therapy Designation, Fast Track Designation, and priority review (see "Government
Regulation). We cannot predict which, if any, of these programs we will benefit from without further discussions with the FDA, EMA and
other competent regulatory authorities. A partner or licensee of INB03 may take a similar path to registration as XPro. The Company cannot
predict details of any INB03 registration strategy.

 Immunotherapy
for Treatment of Alzheimer's Disease

 XPro
is being developed for the treatment of Alzheimer's disease. Microglial activation and neuroinflammation are important causes of
the synaptic dysfunction and nerve cell death that causes cognitive decline in patient with dementia and Alzheimer's disease. The
relationship between amyloid plaques and tau neurofibrillary tangles, the traditional targets in AD drug development and neuroinflammation
is complex. We believe targeting plaques and tangles will have limited benefit. Targeting neuroinflammation, the common pathway leading
to synaptic dysfunction and nerve cell death, may be an effective treatment strategy. Substantial pre-clinical data supports the use
of XPro in murine models of AD. Substantial indirect data supports use of XPro in humans including a decreased risk of AD in patients
treated with non-selective TNF inhibitors for rheumatoid arthritis and treatment using direct injection into paraspinous venous plexus.
Because of different mechanism of action of XPro compared to the non-selective TNF inhibitors, we expect a lower risk of immunosuppression
and demyelinating complications such as multiple sclerosis (MS). The Company reported preliminary data on July 13, 2020 and January 21,
2021 supporting the use of XPro to decrease neuroinflammation in patients with Alzheimer's disease and biomarkers of peripheral
inflammation (see above).

 We completed enrollment of
patients into an open label, biomarker directed, Phase I clinical trial in AUS that approaches AD as an immunologic disease. Patients
with dementia with the diagnosis of AD with biomarkers of chronic inflammation that includes at least one of a hs-CRP>1.5 mg/L, a ESR>10
mm/h, a HbgA1C>6.0% or are ApoE4 positive were treated with XPro for 12 weeks. Three dosing cohorts were preformed – 0.3, 0.6
and 1.0 mg per week as a subcutaneous injection. Patients had multiple inflammatory biomarkers test before therapy, at 6 weeks and at
12 weeks. Biomarkers were reported in blood and cerebral spinal fluid. Experient biomarkers including MRI measures of white matter tract
neuroinflammation, axonal quality and axon myelin, and MRI measures of gray matter quality were included. Cognitive end-points were not
the focus of the Phase 1 clinical trial because of the wide range of disease severity enrolled and lack of a placebo group. Patients enrolled
in the Phase I trial had MMSE ranging from 24 to 12. This wide range of disease severity at the time of enrollment and the lack of a blinded
concurrent control group did not allow for determination of cognitive benefit beyond several anecdotal reports. The first patient was
enrolled in the low dose 0.3mg/kg/week cohort in the last week of November 2019. The Safety Review Committee met by teleconference on
January 7, 2020, to review the course of the patients in the first cohort and voted to open the second cohort, 1.0mg/kg/week, to enrollment.
The first patients were enrolled in the cohort the second week of February 2020. Based on preliminary data released on July 13, 2020,
and January 21, 2021, we closed after completion of a 0.6mg/kg treatment group. We canceled plans to treat patients with 3.0mg/kg. The
data from the Phase I trial informed the design of the Phase II trials described above.

 XPro
Registration Studies and/or Partnering

 We plan to aggressively pursue
an efficient registration strategy using XPro to improve the lives of patients with ADi. We define ADi as Alzheimer's disease with
biomarkers of inflammation. We believe ADi is not the only indication for XPro in neurodegenerative and neuropsychiatric diseases. We
plan to pursue other indications in neurodegenerative diseases as resources become available. We have received NIMH funding to support
a Phase II TRD program that hopes to start patient enrollment in 2024. We have an active partnering position as it relates to XPro development
in neurodegenerative and neuropsychiatric diseases, although limited partnering discussion are underway at this time. There are two partnering
opportunities with this novel immunotherapy for the treatment of neurologic and psychiatric diseases. The first is a traditional partnership
focused on the developing the drug for all neurodegenerative and neuropsychiatric applications. The second is a more focused partnership
developing XPro as part of a combination therapy for a company's existing therapy. After completion of proof-of-concept Phase II
studies, we will decide what the most efficient registration strategy is available to the company with XPro.

 DN-TNF
for the treatment of Duchene Muscular Dystrophy

 The
Company also is exploring partnership opportunities outside of neurodegenerative disease with DN-TNF such as DMD. DMD is a X-linked muscular
dystrophy that occurs in 1 in 3500 male births in the US. The disease is caused by defects in dystrophin, a protein needed for efficient
function of skeletal muscle. Boys with DMD develop skeletal muscle weakness that manifests early on with difficult standing and walking.
The boys become wheelchair bound by late adolescence and die of respiratory and cardiac failure in their twenties. There is no cure.
Symptomatic therapies include corticosteroids and novel strategies to replace dystrophin including ASO and gene therapies. Better therapies
are needed.

 The
pathology of DMD is inflammation, skeletal muscle cell destruction, replacement of muscle fibers with fat and fibrosis. The most widely
used therapy, corticosteroids are focused on decreasing skeletal muscle inflammation. Although anti-inflammatory, corticosteroids cause
metabolic and immunologic problems including insulin resistance, obesity, hirsutism, short stature, depression and behavioral problems.
Long term use of corticosteroids exacerbates skeletal muscle weakness.

 In
collaboration with Professor Armando Vallarta of University of California Irvine, the Company has completed and has ongoing studies with
DN-TNF in murine models of DMD. The animal models show that DN-TNF therapy decreases inflammation and muscle degradation, promotes muscle
regeneration and decreases fibrosis. This is a unique set of attributes compared to other therapies on the market or in development.
Because muscle cells produce TNF, we believe the benefits of DN-TNF therapy extends beyond the obvious immunologic attributes of modifying
T cell and macrophage infiltrates. Pre-clinical animal studies continue to better define the exact mechanism for these effects.

 The
Company has filed global IP on the use of DN-TNF to treat muscular dystrophy. The Company has placed the IP and knowhow into a wholly
owned subsidiary called DN02, Inc. The purpose of this structure is to facilitate partnering and/or co-development of DN-TNF for DMD
in a way that does not complicate or compromise the development of XPro for CNS diseases. The Company is actively seeking a partner to
develop DN-TNF for DMD. We cannot predict if or when or under what terms a partnership will be formed.

 INKmune:
Our NK cell Directed Product Candidate

is our lead product candidate that converts the patient's resting NK cells into cancer memory like NK cells, an essential step
to allow them to participate in the immune control of the patient's cancer. We have shown this works ex vivo in human tissue cell
cultures, and we believe that this will work in vivo which is the purpose of our planned clinical trials.

 Cancers grow and relapse because they evade the immune system. In many
cancers, NK cells are the most important cell for the elimination of residual disease that causes cancer relapse. NK cells target cells
based on a series of complex antigens on the cancer cell surface that signal the NK cells to activate and kill the cancer cell. NK cells
develop a memory like NK cell phenotype to enhance killing of cancer cells. This phenotype requires multiple simultaneous signals to be
delivered to the NK cells. A cocktail of three cytokines, IL12, IL15 and IL18 can be used to convert a resting NK cell to cytokine induced
memory like NK cells ("CIML") [Fehneger 2016] or by INKmune priming with INB16 (TpNK – tumor primed NK cells). Although
the intracellular biology of these two strategies has yet to be worked out, they do not appear to be identical. In summary, INKmune converts
resting NK cells into tumor killing memory like NK cells that function well in the hostile environment of the TME. (Figure 1 below).

 The ability of NK cells to kill tumor cells depends on the strength
and duration of the cell-cell interaction. This is called avidity. The higher the avidity the greater the tumor cell killing. Cytokine
stimulation may increase avidity of NK binding to some cancer cells whereas, in all experiments to date, INKmune priming enhances NK binding
to all cancer cells tested. The relative increase in avidity to specific cancer cells is cytokine specific; as shown below, IL15 increases
NK avidity for the ovarian cancer line SKOV-3 whereas IL2 has a limited effect. IL15 primed NK cells lyse SKOV-3 cells whereas IL2 primed
NK do not. INKmune primed NK (TpNK) showed the highest avidity for the tumor cells and the highest level of cytotoxicity. It is likely
that the use of multiple cytokines will achieve the same level of avidity and cytotoxicity as INKmune but studies with multiple cytokines
have not yet been performed (Figure below).

 We
have demonstrated TpNK killing of many tumor types in laboratory studies. Tumor priming is effective regardless of the source of the
NK cells (normal volunteers or patients with cancer) and in many types of tumors – both cell lines and primary tumors from patients.
The principle of TpNK killing has also been demonstrated in two Phase I trials in patient with acute myelogenous leukemia ("AML").
These trials were not supported by us and used a first-generation personalized cell therapy product and treatment strategy that is different
from the INKmune product and treatment strategy. In these trials, haplo-identical NK cells obtained from a first degree relative by leukapheresis
were primed ex-vivo using a lysate of the parent cell line from which we derived INB16 - INKmune. Once the TpNK therapy has been produced
and passed quality testing, the patient received conditioning therapy with chemotherapy (cyclophosphamide and fludarabine), the primed
haplo-identical NK cells were given to patients by intravenous infusion. Two Phase I clinical trials have been performed using that first-generation
adoptive cell therapy treatment strategy. An investigator-initiated trial performed at the Royal Free Hospital in London 2009 was funded
by a UK charity. Fifteen patients with relapsed, high-risk AML were enrolled in the trial. Because of drop-out due to disease progression,
delays in product production and complications of conditioning therapy, only 7 of the fifteen patients were treated with the TpNK cell
product. Four of seven patients showed clear benefit from the treatment with the TpNK product with prolonged relapse free remission and,
in one patient, conversion of a partial remission to full remission. None of the remissions were durable; all patients ultimately died
from disease progression. The safety of the product was found to be a combination of toxicity from the chemotherapy/radiotherapy conditioning
regimen and the TpNK therapy. In general, the complications were well tolerated although did require medical intervention including prolonged
periods of aplasia in two heavily pretreated patients that resolved with supportive care. The results of this study have been published
in a medical journal (PLoS One. 2015 Jun 10;10(6):e0123416. doi: 10.1371/journal.pone.0123416. eCollection 2015). In 2013, a second open
label, multi-center trial was performed in the US using the same product and procedures but targeting a slightly different patient population.
In the second trial, 12 patients in first remission with AML were treated with the haplo-identical TpNK product produced using the first
generation ex-vivo priming process. After conditioning with chemotherapy alone, the patients received TpNK in three dosing cohorts –
3x10^5, 1x10^6 or 3x10^6 TpNK per kilogram. Patients were followed for safety and relapse free survival. This trial confirmed the safety
of the TpNK treatment in patients with AML and reinforced many of the efficacy findings seen in the first trial with none of the previously
experienced side effects. Patients benefited from haplo-identical TpNK therapy with prolonged relapse free survival including two patients
that remain in remission more than 42 months after treatment. This trial has been published. (Biol Blood Marrow Transplant. 2018 Mar
26. pii: S1083-8791(18)30132-0. doi: 10.1016/j.bbmt.2018.03.019.) The results of the laboratory and Phase I studies provide evidence
that our strategy for treating residual disease is sensible but unproven.

 Because
INKmune primes NK cells to target naturally occurring antigens, we believe INKmune can be used in to treat a wide variety of cancers
including hematologic malignancy (AML, MM, CML, high risk MDS) and solid tumors (renal, prostate, breast, ovarian, pancreas and lung).
We expect the list of INKmune sensitive tumors to continue to expand.

 The primary role for INKmune
will be an immunotherapy targeting residual disease in patients after debulking cancer therapies such as cytotoxic chemotherapy and surgery.
At this time, we plan to give INKmune as monotherapy. We do not rule out the possibility of using INKmune as part of combination therapy
in the future. We do not expect to need to modify INKmune to treat these additional types of cancer, because we believe INKmune is a universal
cancer therapy where "one size fits all". We believe for INKmune to receive regulatory approval for each cancer indication,
clinical trials will need to be performed which demonstrate its safety and effectiveness as a treatment for each such cancer. We believe
the difficulty and cost of achieving these labels extensions will decline with each successive approval, if and when achieved. For example,
if INKmune is proven to be effective therapy in patients with castration resistant prostate cancer, we will need to perform separate pivotal
trials for approval in lung, prostate or renal cancer.

 Three
step process to preparation for INKmune human clinical trials:

GMP scale-up for Phase I/II clinical material

 The working cell banks and
individual INKmune product to be used in the patients for the clinical trial have been produced at the Centre for Cell, Gene & Tissue
Therapeutics at Royal Free Hospital / University College London to full cGMP (MHRA MIA(IMP)11149). All manufacturing has been under the
direction of Professor Mark Lowdell. The Company can produce enough INKmune to complete its Phase I clinical trial in men with metastatic
castrate resistant prostate cancer (mCRPC).. We have validated storage of INKmune for up over 3 years in vapor phase nitrogen and have
a fully scalable, closed system manufacturing process in validation which can produce up to 6 patient doses per week during phase I and
II trials. At intermediate scale we can manufacture 40 doses per week in a single 15-liter bioreactor. Importantly, we have validated
the storage of INKmune at -80 o C for up to 27 days which greatly facilitates the delivery and local storage of the drug for
clinical trials and post commercialization use. In contrast, as far as we know all other NK cell therapies and T cell therapies require
complex shipping of drug products in vapor phase nitrogen below -150 o C and specialized arrangements for ongoing storage at
the clinical sites. We may need additional INKmune for future clinical trials.

 Interaction
with Regulatory Authorities Regarding INKmune Development

 The INKmune Phase I studies
in high-risk MDS are being performed in the UK and Greece. We met with the Medicines and Healthcare Products Regulatory Agency ("MHRA"),
the UK version of the FDA as part of a Scientific Advice Meetings in preparation for submitting the CTA for our first planned program.

Product Development Path Proposed Phase I Study in patients with high-risk MDS

2021, we initiated an open label Phase I cancer study in patients with high-risk myelodysplastic syndrome ("MDS"). Patients
are being enrolled who have a low burden of disease after completion of conventional therapy. The first patients were enrolled in the
first quarter of 2021. In the Phase I trial, patients with detectable residual disease in bone marrow and/or peripheral blood (<15%
blasts by conventional tests) will be treated with intravenous infusions of INKmune and monitored for changes in peripheral blood NK
activation, NK function and changes in residual blast counts in blood and bone marrow. We and others have previously shown that MDS patients
with inadequate NK function have statistically significantly poorer prognosis than matched patients with normal levels of NK function
(Tsirogianni et al 2019) and we have shown in laboratory experiments that the functional activity of NK cells from MDS patients can be
enhanced by exposure to INKmune. Moreover, INKmune-primed NK cells are not inhibited by the hypoxic conditions of the diseased bone marrow
microenvironment.

 The
first patient was treated in the second quarter of 2021. The patient is now more than 12 months out from therapy with INKmune. The patient,
part of the first cohort, received 1x10^8 INKmune cells on day 1,8 and 15 as an in-patient. The patient did not require any type of conditioning
therapy or cytokine support. The patient tolerated the three infusions without any problems. The patient underwent intensive monitoring
over 120 days. There are 4 observations from this first patient. The patient has dramatically increased the number of activated, "memory-like"
NK cells in circulation. Memory-like NK cells (mlNK) are activated NK cells with a unique cell surface protein phenotype and which show
enhanced lysis of tumor cell in vitro. Post treatment with INKmune, elevated levels of mlNK cells were present in the patients in the
peripheral blood for more than 119 days when trial follow-up ceased. The patient mlNK actively kill NK resistant cancer targets in vitro.
Finally, the patient has had a significant clinical improvement with a reduction of his ECOG score from 2 to 0 and a significant reduction
in blood product support.

 Three compassionate use cases
have also been treated. Two were young patients with AML who had failed previous hematopoietic stem cell transplants ("HSCT").
The first compassionate-treatment patient showed such improved neutrophil and platelet counts that she was discharged from hospital for
the first time in six months. The second patient treated compassionately had failed two high risk HSCT and entered the course of INKmune
therapy with high percentage of blasts in his bone marrow. His blood NK cells responded in differentiation into mlNK as hoped but it is
too early to determine if INKmune has provide any clinical benefit. Due to market opportunities, the Company has closed the high-risk
MDS trial to focus on solid tumors. The Company plans to put all of its INKmune development efforts into the on-going US Phase I/II trial
in men with mCRPC.

Registration Studies and/or Partnering

 During March 2023 the Company opened an Investigational New Drug ("IND")
application for a Phase I/II trial of INKmune in metastatic castrate resistant prostate cancer (mCPRC). The clinical trial is an open
label Phase I/II trial in men with metastatic castrate resistant prostate cancer. The trial has a modified Baysian design that allows
for a 3 patient Phase I for each dose level followed by a 6 patient Phase II trial. All patients will receive 3 infusions of INKmune on
days 1, 8 and 15. The three doses of INKmune at low, medium and high dose of INKmune is 1x10^8, 3x10^8 or 5 x10^8 cells per infusion respectively.
INKmune infusions are given as an out-patient with the use of pre-medication or additional cytokines. Patients are carefully monitored
for 6 months after the first dose of INKmune. There are four goals of the trial – determine safety in the target population; immunologic
efficacy, anti-tumor effects and select a dose for the pivotal trial. Immunologic efficacy is determined by an increase in the numbers
of memory like NK cells in the circulation of the patient and how long that increase lasts. In general, we are expecting the number of
mlNK to double and to persist in the circulation of the patient for more than 120 days. Anti-tumor effects will be monitored by serial
testing of blood prostatic surface antigen level (blood PSA), prostate-specific membrane antigen
nuclear medicine scan ( PMSA scan with piflufolastat F18; Pylarify) and circulating tumor DNA. The Company enrolled the first
patient in the open label low dose Phase I cohorts of December 27, 2023. A second patient was enrolled in February 2024. The final patient
in the low dose cohort was enrolled in March 2024. The trial will enroll patients during all of 2024. The last patient in the Phase II
cohorts is expected to be enrolled in 1H25 with data lock 2H25. As an open label trial, there may be opportunities to see patient data
during 2024. Other solid cancers are of interest including nasopharyngeal cancer ("NPC") which is a known target for NK cells
and an important unmet clinical need in emerging markets such as mainland China. Renal cell carcinoma is also a known target for INKmune.
We may seek to partner or sell INKmune. Although our development strategy is focused on North America and Europe, we believe INKmune will
also be attractive for markets on the Pacific Rim, South Asia and South America, but will wait for partners to help with the development
in those regions, however, at this time, we are not negotiating with any potential partners.

 Importantly,
we have published data demonstrating INKmune efficacy at priming allogeneic NK cells ex-vivo (described above) and this includes priming
of NK cells differentiated from cord-blood derived hematopoietic stem cells (Domogala et al Cytotherapy 2017: 19:710-720). Numerous
companies are developing therapeutic strategies using cord blood derived NK cell products and one or more may wish to partner with us
to potentiate their product by co-incubation or co-administration with INKmune. We are also aware of companies developing cytokine primed
NK cells (CIML) for the treatment of cancer. We believe tumor primed NK cells are superior to ex vivo or in vivo cytokine strategies.

 Challenges
in the Market for Our Product Candidates

 The
market for new oncology therapies is competitive, complicated, and rapidly evolving. We will be competing with companies that are older,
larger, better financed and have greater experience. There are two types of drug companies – development companies and commercial
companies. Development companies take the risk of developing new products to proof-of-concept. Once proof-of-concept has been achieved,
if the drug provides clinical benefit, the product is usually acquired by a commercial company, which completes the drug's clinical
development and markets the product. We are a development company which will seek to develop products such as INKmune from the bench
to the bedside to demonstrate proof-of-concept. The goal for us is to successfully develop such products to the point where they are
attractive targets for potential partners/acquirers.

 According
to a recent Markets and Markets report, the immunotherapy market is growing rapidly at an annual rate of over 13%. Recently, the market
is biased towards T cell-based immunotherapies including bi-specific antibody therapies, checkpoint inhibitors and CAR-T cell-based therapies.
There are substantial numbers of clinical trials that are focused on the adaptive immune system versus clinical trials that are focused
on the innate immune system for the treatment of cancer. Our challenge will be to educate partners on the value of NK cell-based therapeutic
strategies. The need to educate people of the importance of INB03 is equally challenging. At the academic and investor level, there is
little recognition of the role MUC4 plays in causing resistance to immunotherapy. The concept of adding a drug to modify the immunosuppressive
environment of the TME to allow immunotherapy to be effective is also new. We will be responsible for educating them on the importance
of MUC4 expression, TAM, MDSC and why INB03 may be an important addition to the oncologist's armamentarium. We believe educating
investors and partners about new therapeutic opportunities is an easier task than trying to differentiate our company from the many other
cancer immunotherapy companies. We plan to use a combination of publication, presentation and investor relations to discuss INKmune and
INB03 and to educate the clinical, biopharma and investor community on the value of these novel therapeutic approaches.

 DN-TNF
Competition

 To
our knowledge, there are no other companies developing a therapy to treat patients with MUC4+HER2+ tumors. This set of biomarkers predicts
a tumor that will be resistant to therapy. We believe MUC4 expression means that patient will be resistant to first line trastuzumab
based immunotherapy and will be resistant to CPI. INB03 is a unique category of cancer therapies. It is does not kill cancer cells. INB03
modulates the immunology of the TME to make existing therapies more effective. The advantage of this strategy is that it can be used
prospectively, and it does not add toxicity to existing therapy.

Competition

 Our
industry is highly competitive and subject to rapid and significant technological change. Our potential competitors include large pharmaceutical
and biotechnology companies, specialty pharmaceutical and generic drug companies, academic institutions, government agencies and research
institutions. We believe that key competitive factors that will affect the development and commercial success of our product candidates
are efficacy, safety, tolerability, reliability, price, and reimbursement level. Many of our potential competitors, including many of
the organizations named below, have substantially greater financial, technical, and human resources than we do and significantly greater
experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of products and the commercialization
of those products. Accordingly, our competitors may be more successful than us in obtaining FDA approval for and achieving widespread
market acceptance of their drugs. Our competitors' drugs may be more effective, or more effectively marketed and sold, than any
drug we may commercialize and may render our product candidates obsolete or non-competitive before we can recover the expenses of developing
and commercializing any of our product candidates. We anticipate that we will face intense and increasing competition as new drugs enter
the market and advanced technologies become available. Further, the development of new treatment methods for the conditions we are targeting
could render our drugs non-competitive or obsolete.

is an immunotherapy that harnesses the biology of NK cells for the treatment of cancer. There is a long list of immunotherapy strategies
for the treatment of cancer and the immunotherapy for cancer market is growing rapidly. There are at least three ways to classify immunotherapy
for cancer. The list below classifies immunotherapy strategies beginning with those that are most closely related to INKmune:

 1.

 Companies in the NK cell
 therapy business;

 2.

 Companies in the personalized
 immune-oncology business; and

 3.

 Companies in the precision
 immuno-oncology business.

 We
are not aware of any approved treatments that are classified as NK cell therapies. We are aware of public companies in the NK cell therapy
business such as Century Therapeutics, Immunity Bio, Nkarta, Fate Therapeutics, Glycostem and others. These companies are developing
products that involve replacing or supplementing NK cells of the patient for the treatment cancer. Their product requires extensive ex-vivo
cell manipulations which, with respect to Century Therapeutics and Fate Therapeutics, may include gene therapy. The next larger group
of companies are in the personalized immuno-oncology business with products focused on T cell activation strategies. The most popular
are the CAR-T cell therapies which are a patient specific ex-vivo gene therapy approach to a single disease (for example: pediatric ALL).
CAR-T therapy has become wildly popular of late and includes many private companies, newer public companies such as Bluebird, Juno Therapeutics
and Mustang Bio as well as established companies such as Novartis and Gilead. For many of the companies, CAR-T cell therapies is their
only business. For the latter two, CAR-T cell therapies is a newly in-licensed program with marketing authorization in the US. Finally,
the precision immune-oncology category also includes companies with anti-cancer antibody products and the newer "check-point"
inhibitors. Antibody therapies are all about "illuminating" the cancer to the innate immune system (NK cells). Monoclonal
antibodies were the original immunotherapy that drove the growth of well-known biopharma companies including Genentech/Roche, Amgen,
Merck and others. Each of these products is disease specific (ie: treat only HER2+ breast cancer). Modern therapeutic antibodies are
much more complicated bi-specific and tri-specific antibodies that attempt to connect the cancer with activated T-cells of the adaptive
immune system. Check-point inhibitors are currently the most rapidly expanding product category in immuno-oncology. These CTLA-4 (ipilimumab)
and PD-1 inhibitors (pembrolizumab and nivolumab) specifically block a mechanism that shields cancers from T-cell killing. The two companies
in this business are Merck (pembrolizumab) and GSK (ipilimumab and nivolumab). There are many others trying to join this promising therapeutic
area including large companies such as BMS and Roche.

 There
are several FDA approved drugs that improve the ability of the innate immune system (NK-cells) to treat cancer including mono-clonal
antibody therapies (for example: Rituximab; Avastin and Herceptin marketed by Roche/Genentech); and "check-point"
inhibitors (Yervoy and Opdivo, BMS, Keytruda, Merck and others). There is a large amount of development activity in the
immune checkpoint inhibitor field from both pharmaceutical giants including AstraZeneca, Merck & Co, Pfizer, Merck KGaA, Roche, GSK,
Novartis and Amgen and many start-ups, small companies and university spin-offs which have emerged in the past two years. Examples (in
alphabetical order) include Agenus, Alligator Bioscience, Ambrx, AnaptysBio, argenx, Bioceros, BioNovion, Cellerant Therapeutics, Checkpoint
Therapeutics, Compugen, CureTech, Enumeral, Five Prime Therapeutics, Genmab, GITR, ImmuNext, IOmet Pharma, iTeos Therapeutics, Jounce
Therapeutics, KAHR Medical, Multimeric Biotherapeutics, Nativis, Orega Biotech, Pelican Therapeutics, Pieris Pharmaceuticals, Prima BioMed,
Redx Pharma, Sorrento Therapeutics, Tesaro, TG Therapeutics, Theravectys and ToleroTech active in the field. The list of companies with
poly-specific antibodies that attempt to link the cancer with a cytotoxic T cell is long, includes both private and public companies
(Amgen, Xencor, F-Star, Merus and many others). Finally, two CAR-T cell therapies were recently approved for the treatment of ALL –
Kymriah (Novartis) and Yescarta (Gilead). We expect additional drugs to gain marketing authorization in the immune-oncology
space.

 To our knowledge, there are no innate immune check-point inhibitors
in development that have the unique characteristics of INB03 that neutralize sTNF to: i) decreases the proliferation of MDSC; ii) decreasing
local and systemic immunosuppression caused by MDSC by stopping production of immunosuppressive cytokines and iii) improving NK/DC cross-talk
to recruit the adaptive immune system to fight the cancer.

 Intellectual
Property

 We seek to protect our therapeutic
programs by continuously developing patent properties covering novel compositions, formulations, purpose-limited compositions, combination
treatments, methods of medical treatment, and other inventions, whether created internally or in-licensed, in the United States Patent
& Trademark Office (the "USPTO"), the World Intellectual Property Organization ("WIPO") under the Patent Cooperation
Treaty ("PCT"), and in patent offices for various foreign jurisdictions. While each invention is unique and territories for
protection are decided on a case-by-case basis, we generally pursue patents in Australia, Canada, Europe, Japan, and the United States,
and sometimes in Brazil, China and/or Korea. We currently have in our portfolio fifteen (15) issued patents and twenty-three (23) pending
patent applications, including both company-owned and in-licensed properties. The following sections and corresponding tables summarize,
for each of our current therapeutic programs, our pending and granted patent positions, to the extent publicly available, as of the time
of preparing this document:

 DN-TNF
Platform Technology (Oncology, Central Nervous System Disorders, Acute and Chronic Peripheral Diseases)

 The
DN-TNF Platform Technology covers a variety of dominant negative tumor necrosis factor ("DN-TNF") variant proteins, including
the pegylated DN-TNF protein variants known as XPro and INB03. These DN-TNF protein variants can be considered a platform technology
for treating the underlying immune dysfunction associated with many disease manifestations. Unlike approved anti-TNF therapeutics, DNTNF
selectively targets and neutralizes soluble TNF, and is therefore not immunosuppressive. Additionally, XPro has been shown to cross the
blood brain barrier after peripheral administration, making it attractive for use in treating CNS disorders. The following table summarizes
current IP covering our DN-TNF Platform Technology:

 Subject Matter / Compound

 # Pending
 Applications

 # Issued
 Patents

 Geographical
 Scope

 Nominal Patent
 Term

 DNTNF compositions and formulations

 global

 2024-2044

 Use of DNTNF for treating disease

 global

 2033-2041

 INB-16
/ INKmune (Oncology)

is a replication-incompetent derivative of our proprietary INB-16 cell line. One commercial application of INKmune includes use as a
therapeutic composition designed to enhance the ability of a patient's own NK cells to seek, recognize and eliminate cancer. Another
commercial application of INKmune includes use as a cytokine-like ("pseudokine") agent for enhancing NK cell killing specificity,
potency, and efficacy of NK cell -based therapeutics. INKmune, as a therapeutic, is intended for provision as an I.V. -infused product
containing replication-incompetent bio substrate units, each of which is adapted to present an aggregate of protein ligands and/or receptors
to a patient's own NK cells, in vivo. Upon contacting the patient's NK cells, INKmune converts resting NK cells into
what we call "primed" NK cells ("pNKs"). Data suggests that pNKs demonstrate enhanced killing of tumor cells,
thus INKmune may indirectly improve a patient's own immune response to cancer. As a pseudokine agent, INKmune can be used to contact
the NK cells of an NK cell therapeutic product in vitro, e.g., during manufacturing, for enhancing characteristics of the NK cell
therapeutic and rendering an improved product. The following table summarizes current IP covering INB-16 / INKmune:

 Subject Matter / Compound

 # Pending
 Applications

 # Issued
 Patents

 Geographical
 Scope

 Nominal Patent
 Term

 INB-16 / INKmune compositions

 global

 2036-2043

 Use of INKmune for treating disease

 global

 2036-2043

IP Disclosures

 Our
commercial success depends in part on obtaining and maintaining patent and trade secret protections, where applicable, of our current
and future product candidates and the methods used to manufacture them, as well as successfully defending our patents against third-party
challenges.

 Our
ability to stop third parties from making, using, selling, offering to sell or importing our products depends on the extent to which
we have rights under valid and enforceable patents or trade secrets that cover these activities, and whether we are able to enforce such
rights. We cannot assure you that our pending patent applications will result in issued patents, or that any or all rights will be enforceable
in every jurisdiction whether or not patent rights are sought.

 International
PCT patent applications cover all 152 nations which are signatories of the PCT. However, our global IP strategy generally targets Australia,
Canada, Europe, Japan, and the United States, and sometimes Brazil, China and/or Korea, as targets for extending patent protection under
the PCT. Decisions regarding which countries to extend patent coverage under the PCT is taken on a case-by-case basis, subject to normal
business considerations such as value and return on investment. Given the markets for products we are developing, we consider the foregoing
jurisdictions to amount to "global" coverage as used herein as it relates to IP.

 The
above disclosures related to patents and patent applications are subject to change based on strategic patent portfolio building decisions,
which may include refiling and reissue, certain abandonments, including those in favor of continuing patent applications, maturations
from provisional to non-provisional filings, and other regular patent prosecution activities.

 Trademarks

 The
designations INMUNE BIO TM, INB16 TM, INKmune TM, PSEUDOKINE TM, and XPro TM are trademarks
of INmune Bio, Inc. Some or all these trademarks may be protected by applications pending at the USPTO and other trademark registration
authorities globally. As part of the trademark registration process, we may be required to submit a statement of use evidencing bona
fide use of each mark in commerce. By nature of being in the biopharmaceutical business, certain regulatory requirements must be
met in connection with certain products and/or services prior to receiving marketing authorization from a regulatory agency, and thus
it may take some time before products and/or services are offered for sale and a statement of use can be submitted for perfecting trademark
registration. For these reasons, we may be required to obtain extensions of time, or to refile applications, seeking registration of
trademarks. We cannot guarantee that a given trademark application will be allowed or issued in a respective office for each jurisdiction.

 IP
License Agreements

 Immune
Ventures, LLC License Agreement

 On
October 29, 2015, the Company entered into an exclusive license agreement (the "INKmune License Agreement") with Immune Ventures,
LLC ("Immune Ventures"). Pursuant to the INKmune License Agreement, we were granted an exclusive worldwide, sub-licensable,
royalty-bearing license to commercialize INKmune (the "INKmune License"). In consideration for the INKmune License, we are
obligated to pay Immune Ventures certain milestone and royalty payments.

 The
term of the Immune Ventures Agreement began on October 29, 2015, and, if not terminated sooner pursuant to the agreement, ends on a country-by-country
basis on the date of the expiration of the last to expire patent rights where patent rights exist. Subject to granting, prosecution-related
patent term adjustments, and requirements for maintenance and renewals, the latest to expire patent is scheduled to expire on March 15,
2038 ("Natural Expiration"). Upon Natural Expiration of the Immune Ventures Agreement, we shall have a fully paid up, perpetual,
royalty-free license without further obligation to Immune Ventures. The Immune Ventures Agreement can be terminated by Immune Ventures
if, after 60 days from our receipt of notice that we have not made a payment under the Immune Ventures Agreement we still do not make
this payment. On July 18, 2018, the parties amended the agreement under which the Company was required to achieve milestones pursuant
to the agreement. On October 30, 2020, the parties executed an additional amendment to the agreement under which the Company is required
to achieve the following milestones:

 Initiation
of Phase II clinical trials or equivalent by October 29, 2023;

 Initiation
of Phase III clinical trials or equivalent by October 29, 2025; and

 Filing
of NDA or equivalent by October 29, 2026 or equivalent.

 If
we don't achieve the above milestones, we are required to negotiate in good faith with Immune Ventures to determine how we can
either remedy the failure or achieve an alternate development. If we fail to make any required efforts or if the efforts do not remedy
the situation within 60 days of written notice by Immune Ventures, then Immune Ventures may provide notice to terminate the license or
convert it to a non-exclusive license.

 University
of Pittsburg License Agreement

 On
October 3, 2017, the Company entered into an Assignment and Assumption Agreement with Immune Ventures related to intellectual property
licensed from the University of Pittsburgh. Pursuant to the Assignment and Assumption Agreement (the "Assignment Agreement"),
Immune Ventures assigned all its rights, obligations and liabilities under an Exclusive License Agreement between the University of Pittsburgh
– Of the Commonwealth System of Higher Education ("Licensor") and Immune Ventures to INmune Bio ("Licensee"),
(the "PITT Agreement").

 As
consideration under the PITT Agreement, we are obligated to pay: (i) annual maintenance fees, (ii) royalty payments based on the sale
of products making use of the licensed technology, and (iii) milestone payments.

 In
2022, the Company paid $5,000 according to the PITT Agreement as an annual maintenance fee.

 The
PITT Agreement expires upon the earlier of: (i) expiration of the last claim of the Patent Rights forming the subject matter of the PITT
Agreement; or (ii) the date that is 20 years from the effective date of the agreement (June 26, 2037).

 The
Company may terminate the PITT Agreement upon 3 months prior written notice provided all payments under the license are current. Licensor
may terminate the PITT Agreement upon written notice if: (i) the Company defaults as to performance of material obligations which have
not been cured within 60 days after receiving written notice; or (ii) the Company ceases to carry out its business, becomes bankrupt
or insolvent, applies for or consents to the appointment of a trustee, receiver or liquidator of its assets or seeks relief under any
law for the aid of debtors.

 Xencor
License Agreement

 On
October 3, 2017, the Company entered into a license agreement with Xencor, Inc. ("Xencor"), which has discovered and developed
a proprietary biological molecule that inhibits soluble tumor necrosis factor (the "Xencor Agreement"). During June 2021,
the Company entered into the First Amendment to License Agreement with Xencor. Pursuant to the Xencor Agreement, Xencor granted the Company
an exclusive worldwide, royalty-bearing license in licensed patent rights, licensed know-how and licensed materials (as defined in the
Xencor Agreement) to make, develop, use, sell and import any pharmaceutical product that comprises, contains, or incorporates Xencor's
proprietary protein known as "XPro" that inhibits soluble tumor necrosis factor (or all modifications, formulations and variants
of the licensed protein that specifically bind soluble tumor necrosis factor) alone or in combination with one or more active ingredients,
in any dosage or formulation. The Xencor Agreement expires upon the later of: (a) the expiration of the last to expire valid claim covering
any pharmaceutical product that contains, comprises, or incorporates Xencor's proprietary protein known as XPro alone or in combination
with one or more active ingredients, in any dosage or formulation. ("Licensed Product") in such country or (b) ten years
following the first sale to a third party of the licensed product in such country. Net Sales with respect to any Licensed Product is
the gross amounts invoiced by us for sales of the Licensed Products less deductions actually incurred. A valid claim is an issued, unexpired
or pending claim with the patent rights that Xencor controls as of October 3, 2017 which patent rights are necessary to make, develop,
use, sell, have sold, offer for sale and import a Licensed Product in the Field (the Field means all applications for the treatment of
diseases in humans) or the Product Patent Rights, which claim has not lapsed, been abandoned, been revoked or been held to be unpatentable,
invalid or unenforceable by a final judgment of a court or other governmental agency or competent jurisdiction from which no appeal can
be or is taken within the time allowed for appeal and which has not been admitted to be invalid or unenforceable through reissue, re-examination,
disclaimer or otherwise. Product Patent Rights shall mean any and all our patent rights that are necessary to make, develop, use, sell,
have sold, offer for sale and import a Licensed Product in the Field, including any improvements or patent rights directed to the Licensed
Product. Either party may terminate the Xencor Agreement upon 60 days' (10 days for any payment default) prior written notice to
the other party after the breach of any material provision of the agreement by the other party if the breaching party has not cured the
breach within the 60-day period (10-day period for any payment default) following written notice of termination by the non-breaching
party. We can terminate the Xencor Agreement upon 180 days prior written notice to Xencor. Xencor may terminate the Xencor Agreement
in its entirety or with respect to any specific Licensed Product upon written notice in the event that we contest, oppose or challenge
or assist any party in contesting, opposing or challenging, Xencor's ownership of, or the enforceability or validity of the Patent
Rights that Xencor controls as of October 3, 2017 which Patent Rights are necessary to make develop, use, sell, have sold, offered for
sale and import a Licensed Product in the Field. Either party may terminate the Xencor Agreement upon written notice to the other party
upon or after the insolvency, bankruptcy, dissolution or winding up of such other party or the making or seeking to make or arrange an
assignment for the benefit of creditors of such other party or the initiation of proceedings in voluntary or involuntary bankruptcy which
proceeding, or action remains undismissed or unstayed for a period of more than 60 days.

 In
consideration of the Xencor Agreement, we agreed to royalty payments and a percentage of any payments received in exchange for a sub-license.

Research and Development

 We
expect to use third parties to conduct our preclinical and clinical trials under the direct supervision of management.

Manufacturing

 We
intend to contract with third parties for the manufacture of our compounds for investigational purposes, for preclinical and clinical
testing and for any FDA approved products for commercial sale. Pre-clinical and clinical material for the early clinical trials with
INKmune has been manufactured under the direction of Mark Lowdell at a licensed Good Manufacturing Practice ("GMP") facility.
The master cell bank, working cell bank and individual product doses were completed in July 2018. This clinical material is planned for
use in the Phase I/II clinical trials. As we progress in our clinical programs, additional working cell banks and therapeutic product
will be produced from the existing master cell bank. This process takes approximately 6 months and is not anticipated to delay the initiation
or enrollment of the Phase I/II trials. We may transfer the manufacturing to a different commercial contract manufacturing organization
after completion of these Phase II studies.

 Human
Mesenchymal Stem Cells

 In
November 2017 (amended in October 2022), we entered into a Material Transfer and License Agreement with the Anthony Nolan Cord Blood
Bank ("AN"), the oldest and largest non-directed cord blood bank in the United Kingdom for the supply the starting material
for the mesenchymal stem cells - umbilical cords not used after cord blood harvest. Mark Lowdell's research group developed and
validated a methodology for producing large numbers of clinical-grade pooled human umbilical cord derived mesenchymal stem cells ("HucMSC").
We believe we are well positioned to become a preferred manufacturing partner for companies who need MSC for clinical programs. Manufacture
of HucMSC is performed under the direction of Mark Lowdell in a licensed GMP facility that is contracted to the Company as part of existing
research and development agreements. The starting material for the HucMSC product is provided by the AN. The HucMSC product produced
in this facility are fully qualified to be used for either research or clinical trials. We have developed a validated manufacturing process
that reliably produces contract manufacturer of the clinical grade ("cGMP") quality mesenchymal stem cells that we call CORDstrom.
To date, we are supporting two academic clinical trials with CORDstrom. One program is a in the UK treating children with erythematous
bullousa, a disfiguring skin disease in children that is similar to a second degree burn and treatment of system lupus in adults. Both
these studies are ongoing. INmune Bio is supplying the clinical product for treatment of these patients. The Company does not know the
results of these trials until they are announced by the principal investigators at the clinical sites. Currently, we plan to supply HucMSC
to third parties for their research use and in clinical trials as part of the development process for commercial pro/ducts. We may decide
to expand this agreement in the future if the commercial and/or development opportunities warrant such expansion. At the current time,
we expect this program to be funded by revenues from commercial sales. The agreement with AN terminates on November 29, 2027. AN may
terminate the license on written notice to us, if a donor withdraws consent to the continued use of umbilical cord tissue samples that
were obtained by AN. Additionally, either party may terminate the agreement on 30 days prior written notice to the other if that other
party materially breach any term of the agreement and such breaches (to the extent it is remediable) is not remedied within 30 days of
the written request to the other party to do so.

 Challenges
in the Market for Immunotherapy Products

 Government
Regulation

 The
FDA and other federal, state, local and foreign regulatory agencies impose substantial requirements upon the clinical development, approval,
labeling, manufacture, marketing, and distribution of drug products. These agencies regulate, among other things, research and development
activities and the testing, approval, manufacture, quality control, safety, effectiveness, labeling, storage, record keeping, advertising
and promotion of our product candidates. The regulatory approval process is generally lengthy and expensive, with no guarantee of a positive
result. Moreover, failure to comply with applicable FDA or other requirements may result in civil or criminal penalties, recall or seizure
of products, injunctive relief including partial or total suspension of production, or withdrawal of a product from the market.

 Various
regulatory authorities regulate, among other things, the research, manufacture, promotion, and distribution of drugs in the United States
under the FDA and other statutes and implementing regulations. The process required by the FDA before prescription drug product candidates
may be marketed in the United States generally involves the following:

 completion
 of extensive nonclinical laboratory tests, animal studies and formulation studies, all performed in accordance with the FDA's
 Good Laboratory Practice regulations;

 submission
 to the FDA of an investigational new drug application, or IND, which must become effective before human clinical trials may begin;

 for
 some products, performance of adequate and well-controlled human clinical trials in accordance with the FDA's regulations,
 including Good Clinical Practices, to establish the safety and efficacy of the product candidate for each proposed indication;

 submission
 to the FDA of a new drug application or NDA;

 satisfactory
 completion of an FDA preapproval inspection of the manufacturing facilities at which the product is produced to assess compliance
 with current Good Manufacturing Practice, or cGMP, regulations; and

 FDA
 review and approval of the NDA prior to any commercial marketing, sale or shipment of the drug.

 The
testing and approval process requires substantial time, effort and financial resources, and we cannot be certain that any approvals for
our product candidates will be granted on a timely basis, if at all.

 Preclinical
tests include laboratory evaluations of product chemistry, formulation and stability, as well as studies to evaluate toxicity in animals
and other animal studies. The results of preclinical tests, together with manufacturing information and analytical data, are submitted
as part of an IND to the FDA. Some preclinical testing may continue even after an IND is submitted. The IND also includes one or more
protocols for the initial clinical trial or trials and an investigator's brochure. An IND automatically becomes effective 30 days
after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions relating to the proposed clinical
trials as outlined in the IND and places the clinical trial on a clinical hold. In such cases, the IND sponsor and the FDA must resolve
any outstanding concerns or questions before any clinical trials can begin. Clinical trial holds also may be imposed at any time before
or during studies due to safety concerns or non-compliance with regulatory requirements. An independent institutional review board, or
IRB, at each of the clinical centers proposing to conduct the clinical trial must review and approve the plan for any clinical trial
before it commences at that center. An IRB considers, among other things, whether the risks to individuals participating in the trials
are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the consent form signed by the trial participants
and must monitor the study until completed.

 The
FDA offers several regulatory mechanisms that provide expedited or accelerated approval procedures for selected drugs in the indications
on which we are focusing our efforts. These include accelerated approval under Subpart H of the agency's NDA approval regulations,
fast track drug development procedures and priority review.

 The United States, European
Union and other jurisdictions may grant orphan drug designation to drugs intended to treat a "rare disease or condition,"
which, in the United States, is generally a disease or condition that affects no more than 200,000 individuals. In the European Union,
orphan drug designation can be granted if: the disease is life threatening or chronically debilitating and affects no more than 50 in
100,000 persons in the European Union; without incentive it is unlikely that the drug would generate sufficient return to justify the
necessary investment; and no satisfactory method of treatment for the condition exists or, if it does, the new drug will provide a significant
benefit to those affected by the condition. If a product that has an orphan drug designation subsequently receives the first regulatory
approval for the indication for which it has such designation, the product is entitled to orphan exclusivity, meaning that the applicable
regulatory authority may not approve any other applications to market the same drug for the same indication, except in limited circumstances,
for a period of seven years in the United States and 10 years in the European Union Orphan drug designation does not prevent competitors
from developing or marketing different drugs for the same indication or the same drug for different indications. Orphan drug designation
must be requested before submitting an NDA. After orphan drug designation is granted, the identity of the therapeutic agent and its potential
orphan use are publicly disclosed. Orphan drug designation does not convey an advantage in, or shorten the duration of, the review and
approval process. However, this designation provides an exemption from marketing and authorization (NDA) fees. We plan to follow a similar
path with INB03 or XPro, although the precise indication cannot be determined until we are farther along in the development process.

Trials

 Phase
1 clinical trials typically involve the initial introduction of the product candidate into healthy human volunteers. In Phase 1 clinical
trials, the product candidate is typically tested for safety, dosage tolerance, absorption, metabolism, distribution, excretion and pharmacodynamics.

 Phase
2 clinical trials are conducted in a limited patient population to gather evidence about the efficacy of the product candidate for specific,
targeted indications; to determine dosage tolerance and optimal dosage; and to identify possible adverse effects and safety risks.

 Phase
3 clinical trials are undertaken to evaluate clinical efficacy and to test for safety in an expanded patient population at geographically
dispersed clinical trial sites. The size of Phase 3 clinical trials depends upon clinical and statistical considerations for the product
candidate and disease, but sometimes can include several thousand patients. Phase 3 clinical trials are intended to establish the overall
risk-benefit ratio of the product candidate and provide an adequate basis for product labeling.

trials involve the administration of the product candidate to human subjects under the supervision of qualified medical investigators
according to approved protocols that detail the objectives of the study, dosing procedures, subject selection and exclusion criteria,
and the parameters to be used to monitor participant safety. Regulatory procedures differ in each country we will be working in. For
example, in the US, each protocol is submitted to the FDA as part of the IND for their review and consent before enrolling patients in
the clinical trial. The US is not the only place to perform clinical trials. Most countries have systems in place to allow academics
and companies to sponsor clinical trials of novel therapies in patients. For financial and technical reasons, the Company will perform
the Phase I clinical trials of our programs in the United Kingdom and Australia. The US will be included in the Phase II and//or Phase
III programs. Other venues such as Europe, Canada, Japan and other Pacific Rim countries may be included in the development program in
the future.

 The INB03 Phase I trial has
been completed and provided evidence of safety and a pharmacodynamic drug affect, decrease of inflammatory biomarkers, needed to move
the program to a Phase II clinical trial in cancer. The Phase II clinical trial will combine INB03 with approved second line therapy in
patients with HER2+ breast cancer with or without brain metastasis that have progressed after treatment with TDxd. This is a combination
trial where the addition of INB03 to approved second line therapy may provide a therapeutic alternative in a disease without any drugs
approved. The Company has not lost interest in combining INB03 with immune checkpoint inhibitors (CPI), but competition for patients is
fierce in this arena. Our plan is to pursue treatment of tumors that express MUC4 as our lead indication. Tumors that express MUC4 are
resistant to all forms of immunotherapy due to a combination of increased MDSC in the tumor, decrease tumor macrophage (TAM) phagocytosis,
decreased inflammation in the tumor (a "cold" tumor) and direct effects of MUC4 and soluble TNF on HER2 function. If combination
therapy with INB03 decreases MUC4 expression and changes the TME to make the "cold" tumor "hot", then addition
of a CPI will be warranted. At this time, the combination trial to treat MUC4+ TDxd resistant HER2+ expressing cancer is our most probable
registration strategy for INB03. This includes the combination of INB03 with trastuzumab antibody drug conjugate therapy TDxd in combination
with a TKI and/or CPI. Current therapies for TDxd resistant cancers are used on a trial by error approach. Using MUC4 expression as a
biomarker for to predict resistance may bring a precision medicine approach to this difficult clinical scenario. Addition of INB03 to
the treatment regimen for treating MUC4+ cancers may convert "cold" tumors to "hot" tumors making the eligible
for treatment with CPI. The design and successful completion of a Phase II trial is not guarantee of clinical relevance or commercial
viability. There are multiple therapies on the market or in development for the treatment of resistant breast cancer. The introduction
of TDxd to the clinician's armamentarium is new and evolving. The future standard-of-care is not known. The registration and development
strategy for INB03 is multinational. The Phase II program may enroll patients in other countries, including the United States after submitting
an Investigational New Drug application, or IND, to the U.S. Food and Drug Administration, or FDA. If partnering is successful at any
stage of INB03 development, we expect the partner to influence the development and regulatory decisions needed with moving the drug to
commercialization. Finally, combination therapy to treat patients resistant to trastuzumab or CPI are not the only oncology application
for INB03. INB03 can be combined with other immune-oncology therapy to improve efficacy, safety or both. INB03 can be used as part of
combination therapy with immuno-oncology drugs, paired with tradition therapies such as cytotoxic chemotherapy, kinase inhibitors, cell
therapies or radiation therapy. The company is pursuing pre-clinical data in some of these areas. When and if positive developments occur,
we will communicate them to our shareholders. There are other regulatory venues that will be important for both our products – the
largest and most important is Europe. In Europe, the European Medicines Agencies ("EMA") is responsible for authorization
of clinical trials in member states. In EU, there may be a requirement to get individual country authorization at the same time as EMA
authorization. The initial development of INB03 and XPro occurred in AUS followed by trials in other regulatory jurisdictions including
the US. The development of INKmune will start in the United Kingdom followed by trials in the US. XPro is being developed for the treatment
of Alzheimer's disease under a Part-the-Cloud Award received Feb 2019. The biomarker directed Phase I trial was performed in AUS
using a regulatory strategy identical to that used for INB03 in cancer. Regulatory approval to initiate the trial was received on February
8, 2019. XPro treats microglial activation and innate immune dysregulation may be the cause with Alzheimer's disease in some patients.
To our knowledge, there are few companies using an anti-inflammatory strategy for the treatment of Alzheimer's disease. Those companies
include Denali Therapeutics (NASDAQ: DNLI); developing DNL747 that targets critical signaling proteins in the TNF pathway that regulate
inflammation and cell death. Alector (NASDAQ: ALEC) in partnership with Abbvie is developing AL002 that targets TREM2 on microglial cells.
Gliacure is targeting microglial cells in Alzheimer's disease with a small molecule candidate GC021109.

 Lecanemab
(Leqembi; Eisai) was approved for the treatment of patients with Early AD in January 2023 This is this the second anti-amyloid
drug for the treatment of early AD to be approved. Donanemab (Lilly), a third drug anti-amyloid therapy for early AD is expected to be
approved 2Q24. These two drugs have similar efficacy and safety profiles. One of the common safety problems is the development of ARIA
(Alzheimer's Related Imaging Abnormality) that causes a delay or discontinuation of therapy. ARIA is neuroinflammation related
side-effect more common in patients expressing ApoE4. The modest efficacy, sub-optimal safety and difficulty of use makes combination
therapy for the treatment of early AD an attractive development and therapeutic strategy. The Company is following the developments in
this area closely. The Company believes the anti-amyloid therapies will slowly develop market share, but due to their safety and efficacy
profile, there will be demand for safer and more efficacious therapies that do not target amyloid.

testing must satisfy extensive FDA regulations. Reports detailing the results of the clinical trials must be submitted at least annually
to the FDA and safety reports must be submitted for serious and unexpected adverse events. Success in early-stage clinical trials does
not assure success in later stage clinical trials. The FDA, an IRB or we may suspend a clinical trial at any time on various grounds,
including a finding that the research subjects or patients are being exposed to an unacceptable health risk.

 New
Drug Applications

 Assuming
successful completion of the required clinical trials, the results of product development, preclinical studies and clinical trials are
submitted to the FDA as part of an NDA. An NDA also must contain extensive manufacturing information, as well as proposed labeling for
the finished product. An NDA applicant must develop information about the chemistry and physical characteristics of the drug and finalize
a process for manufacturing the product in accordance with cGMP. The manufacturing process must be capable of consistently producing
quality product within specifications approved by the FDA. The manufacturer must develop methods for testing the quality, purity and
potency of the final product. In addition, appropriate packaging must be selected and tested, and stability studies must be conducted
to demonstrate that the product does not undergo unacceptable deterioration over its shelf life. Prior to approval, the FDA will conduct
an inspection of the manufacturing facilities to assess compliance with cGMP.

 The
FDA reviews all NDAs submitted before it accepts them for filing. The FDA may request additional information rather than accept an NDA
for filing. In this event, the NDA must be resubmitted with the additional information and is subject to review before the FDA accepts
it for filing. After an application is filed, the FDA may refer the NDA to an advisory committee for review, evaluation and recommendation
as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory
committee, but it considers them carefully when making decisions. The FDA may deny approval of an NDA if the applicable regulatory criteria
are not satisfied. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret
the same data. The FDA may issue a complete response letter, which may require additional clinical or other data or impose other conditions
that must be met in order to secure final approval of the NDA. If a product receives regulatory approval, the approval may be significantly
limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value
of the product. In addition, the FDA may require us to conduct Phase 4 testing which involves clinical trials designed to further assess
a drug's safety and effectiveness after NDA approval and may require surveillance programs to monitor the safety of approved products
which have been commercialized. Once issued, the FDA may withdraw product approval if ongoing regulatory requirements are not met or
if safety or efficacy questions are raised after the product reaches the market.

 Post-Approval
Requirements

 Any
products manufactured or distributed by us pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including,
among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, distribution, and
advertising and promotion of the product. After approval, most changes to the approved product, such as adding new indications or other
labeling claims, are subject to prior FDA review and approval. There also are continuing, annual user fee requirements for any marketed
products and the establishments at which such products are manufactured, as well as new application fees for supplemental applications
with clinical data. Pharmaceutical manufacturers and their subcontractors are required to register their establishments with the FDA
and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with
GMP, which impose certain procedural and documentation requirements upon us and our third-party manufacturers. Changes to the manufacturing
process are strictly regulated, and, depending on the significance of the change, may require prior FDA approval before being implemented.
FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting requirements upon us and any
third-party manufacturers that we may decide to use. Accordingly, manufacturers must continue to expend time, money and effort in the
area of production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance. If our future suppliers
are not able to comply with these requirements, the FDA may, among other things, halt our clinical trials, require us to recall a product
from distribution, or withdraw approval of the product.

 The
FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product
reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity
or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved
labeling to add new safety information; imposition of post-market studies or clinical studies to assess new safety risks; or imposition
of distribution restrictions or other restrictions under a REMS program.

 The
FDA closely regulates the marketing, labeling, advertising and promotion of pharmaceutical products. A company can make only those claims
relating to safety and efficacy, purity and potency that are approved by the FDA and in accordance with the provisions of the approved
label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses. Failure to comply
with these requirements can result in, among other things, adverse publicity, warning letters, corrective advertising and potential civil
and criminal penalties. Physicians may prescribe legally available products for uses that are not described in the product's labeling
and that differ from those tested by us and approved by the FDA. Such off-label uses are common across medical specialties. Physicians
may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the
behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturer's communications on the subject
of off-label use of their products.

 Other
Healthcare Laws and Compliance Requirements

 Our
sales, promotion, medical education, clinical research and other activities following product approval will be subject to regulation
by numerous regulatory and law enforcement authorities in the United States in addition to FDA, including potentially the Federal Trade
Commission, the Department of Justice, the Centers for Medicare and Medicaid Services, or CMS, other divisions of the U.S. Department
of Health and Human Services and state and local governments. Our promotional and scientific/educational programs must comply with the
federal Anti-Kickback Statute, the civil False Claims Act, physician payment transparency laws, privacy laws, security laws, and additional
federal and state laws similar to the foregoing.

 The
federal Anti-Kickback Statute prohibits, among other things, the knowing and willing, direct or indirect offer, receipt, solicitation
or payment of remuneration in exchange for or to induce the referral of patients, including the purchase, order or lease of any good,
facility, item or service that would be paid for in whole or part by Medicare, Medicaid or other federal health care programs. Remuneration
has been broadly defined to include anything of value, including cash, improper discounts, and free or reduced-price items and services.
The federal Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on one hand and
prescribers, purchasers, formulary managers, and beneficiaries on the other. Although there are a number of statutory exceptions and
regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly. Practices
that involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny
if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory
exception or regulatory safe harbor does not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality
of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Several
courts have interpreted the statute's intent requirement to mean that if any one purpose of an arrangement involving remuneration
is to induce referrals of federal healthcare covered business, the federal Anti-Kickback Statute has been violated. The government has
enforced the federal Anti-Kickback Statute to reach large settlements with healthcare companies based on sham research or consulting
and other financial arrangements with physicians. Further, a person or entity does not need to have actual knowledge of the statute or
specific intent to violate it to have committed a violation. In addition, the government may assert that a claim including items or services
resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims
Act. Many states have similar laws that apply to their state health care programs as well as private payors.

 Federal
false claims and false statement laws, including the federal civil False Claims Act, or FCA, imposes liability on persons or entities
that, among other things, knowingly present or cause to be presented claims that are false or fraudulent or not provided as claimed for
payment or approval by a federal health care program. The FCA has been used to prosecute persons or entities that "cause"
the submission of claims for payment that are inaccurate or fraudulent, by, for example, providing inaccurate billing or coding information
to customers, promoting a product off-label, submitting claims for services not provided as claimed, or submitting claims for services
that were provided but not medically necessary. Actions under the FCA may be brought by the Attorney General or as a qui tam action by
a private individual in the name of the government. Violations of the FCA can result in significant monetary penalties and treble damages.
The federal government is using the FCA, and the accompanying threat of significant liability, in its investigation and prosecution of
pharmaceutical and biotechnology companies throughout the country, for example, in connection with the promotion of products for unapproved
uses and other illegal sales and marketing practices. The government has obtained multi-million and multibillion dollar settlements under
the FCA in addition to individual criminal convictions under applicable criminal statutes. In addition, certain companies that were found
to be in violation of the FCA have been forced to implement extensive corrective action plans, and have often become subject to consent
decrees or corporate integrity agreements, restricting the manner in which they conduct their business.

 The
federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, created additional federal criminal statutes that prohibit,
among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program,
including private third-party payors; knowingly and willfully falsifying, concealing or covering up a material fact or making any materially
false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services; and
willfully obstructing a criminal investigation of a healthcare offense. Like the federal Anti-Kickback Statute, the Affordable Care Act
amended the intent standard for certain healthcare fraud statutes under HIPAA such that a person or entity no longer needs to have actual
knowledge of the statute or specific intent to violate it in order to have committed a violation.

 Given
the significant size of actual and potential settlements, we expect that the government will continue to devote substantial resources
to investigating healthcare providers' and manufacturers' compliance with applicable fraud and abuse laws. Also, many states
have similar fraud and abuse statutes or regulations that may be broader in scope and may apply regardless of payor, in addition to items
and services reimbursed under Medicaid and other state programs. Additionally, to the extent that our products, once commercialized,
are sold in a foreign country, we may be subject to similar foreign laws.

 In addition, there has been a recent trend of increased federal and
state regulation of payments made to physicians and other healthcare providers. The Patient Protection and Affordable Care Act, as amended
by the Health Care and Education Reconciliation Act, or collectively, the Affordable Care Act, among other things, imposed new reporting
requirements on certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare,
Medicaid or the Children's Health Insurance Program, with specific exceptions, for payments or other transfers of value made by
them to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family
members. Covered manufacturers are required to collect and report detailed payment data and submit legal attestation to the accuracy of
such data to the government each year. Failure to submit required information may result in civil monetary penalties of up to an aggregate
of $150,000 per year (or up to an aggregate of $1 million per year for "knowing failures"), for all payments, transfers of
value or ownership or investment interests that are not timely, accurately, and completely reported in an annual submission. Additionally,
entities that do not comply with mandatory reporting requirements may be subject to a corporate integrity agreement. Certain states also
mandate implementation of commercial compliance programs, impose restrictions on covered manufacturers' marketing practices and/or
require the tracking and reporting of gifts, compensation and other remuneration to physicians and other healthcare professionals.

 We
may also be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business.
HIPAA, as amended by the Health Information Technology and Clinical Health Act, or HITECH, and their respective implementing regulations,
imposes specified requirements on certain health care providers, plans and clearinghouses (collectively, "covered entities")
and their "business associates," relating to the privacy, security and transmission of individually identifiable health information.
Among other things, HITECH makes HIPAA's security standards directly applicable to "business associates," defined as
independent contractors or agents of covered entities that create, receive, maintain or transmit protected health information in connection
with providing a service for or on behalf of a covered entity. HITECH also increased the civil and criminal penalties that may be imposed
against covered entities, business associates and possibly other persons, and gave state attorneys general new authority to file civil
actions for damages or injunctions in federal courts to enforce HIPAA and seek attorney's fees and costs associated with pursuing
federal civil actions. In addition, certain states have their own laws that govern the privacy and security of health information in
certain circumstances, many of which differ from each other and/or HIPAA in significant ways and may not have the same effect, thus complicating
compliance efforts.

 Coverage
and Reimbursement

 Sales
of pharmaceutical products depend significantly on the extent to which coverage and adequate reimbursement are provided by third-party
payors. Third-party payors include state and federal government health care programs, managed care providers, private health insurers
and other organizations. Although we currently believe that third-party payors will provide coverage and reimbursement for our product
candidates, if approved, we cannot be certain of this. Third-party payors are increasingly challenging the price, examining the cost-effectiveness,
and reducing reimbursement for medical products and services. In addition, significant uncertainty exists as to the reimbursement status
of newly approved healthcare products. The U.S. government, state legislatures and foreign governments have continued implementing cost
containment programs, including price controls, restrictions on coverage and reimbursement and requirements for substitution of generic
products. Adoption of price controls and cost containment measures, and adoption of more restrictive policies in jurisdictions with existing
controls and measures, could further limit our net revenue and results. We may need to conduct expensive clinical studies to demonstrate
the comparative cost-effectiveness of our products. The product candidates that we develop may not be considered cost-effective and thus
may not be covered or sufficiently reimbursed. It is time consuming and expensive for us to seek coverage and reimbursement from third-party
payors, as each payor will make its own determination as to whether to cover a product and at what level of reimbursement. Thus, one
payor's decision to provide coverage and adequate reimbursement for a product does not assure that another payor will provide coverage
or that the reimbursement levels will be adequate. Moreover, a payor's decision to provide coverage for a drug product does not
imply that an adequate reimbursement rate will be approved. Reimbursement may not be available or sufficient to allow us to sell our
products on a competitive and profitable basis.

 Healthcare
Reform

 The
United States and some foreign jurisdictions are considering or have enacted a number of legislative and regulatory proposals to change
the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makers and payors in the United
States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare
costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these
efforts and has been significantly affected by major legislative initiatives.

 By
way of example, in March 2010, the Affordable Care Act ("ACA") was signed into law, intended to broaden access to health
insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add new transparency requirements
for the healthcare and health insurance industries, impose new taxes and fees on the health industry and impose additional health policy
reforms. Among the provisions of the ACA of importance to our potential drug candidates are:

 an
 annual, nondeductible fee on any entity that manufactures, or imports specified branded prescription drugs and biologic agents, apportioned
 among these entities according to their market share in certain government healthcare programs;

 an
 increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program to 23.1% and 13.0% of the
 average manufacturer price for branded and generic drugs, respectively;

 a
 new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled,
 infused, instilled, implanted or injected;

 a
 new Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 50% point-of-sale discounts off negotiated
 prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for a manufacturer's
 outpatient drugs to be covered under Medicare Part D;

 extension
 of a manufacturer's Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed
 care organizations;

 expansion
 of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to additional individuals
 and by adding new mandatory eligibility categories for certain individuals with income at or below 133% of the federal poverty level,
 thereby potentially increasing a manufacturer's Medicaid rebate liability;

 expansion
 of the entities eligible for discounts under the Public Health Service pharmaceutical pricing program; and

 a
 new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness
 research, along with funding for such research.

 In
addition, other legislative changes have been proposed and adopted since the ACA was enacted. These changes include, among others, the
Budget Control Act of 2011, which mandates aggregate reductions to Medicare payments to providers of up to 2% per fiscal year effective
April 1, 2013, and, due to subsequent legislative amendments, will remain in effect through 2024 unless additional Congressional action
is taken. In January 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which, among other things, further
reduced Medicare payments to several providers, including hospitals and cancer treatment centers, increased the statute of limitations
period for the government to recover overpayments to providers from three to five years. These new laws may result in additional reductions
in Medicare and other healthcare funding, which could have a material adverse effect on customers for our product candidates, if approved,
and, accordingly, our financial operations.

 Since its enactment, there have been judicial, administrative, executive
and legislative challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial
challenge to the ACA brought by several states without specifically ruling on the constitutionality of the ACA. Thus, the ACA will remain
in effect in its current form. Further, prior to the U.S. Supreme Court ruling, President Biden issued an executive order to, among other
things, instruct certain governmental agencies to review and reconsider their existing policies and rules that limit access to health
care, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies
that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA.

 On
March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statutory Medicaid drug rebate
cap, currently set at 100% of a drug's average manufacturer price, for single source and innovator multiple source drugs, beginning
January 1, 2024. Payment methodologies may also be subject to changes in healthcare legislation and regulatory initiatives. For
example, Centers for Medicare and Medicaid Services may develop new payment and delivery models, such as bundled payment models. There
also has been heightened governmental scrutiny in the United States of pharmaceutical pricing practices in light of the rising cost of
prescription drugs and biologics. Such scrutiny has resulted in several recent U.S. Congressional inquiries and proposed and enacted
federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription
drugs under Medicare, review the relationship between pricing and manufacturer patient programs and reform government program reimbursement
methodologies for drugs. By way of example, in August 2022, the Inflation Reduction Act of 2022, or the IRA, was signed into law. Among
other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare (beginning in 2026), with
prices that can be negotiated subject to a cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases
that outpace inflation (first due in 2023); and replaces the Part D coverage gap discount program with a new discounting program (beginning
in 2025). The IRA permits the Secretary of the Department of Health and Human Services to implement many of these provisions through
guidance, as opposed to regulation, for the initial years. For that and other reasons, it is currently unclear how the IRA will be effectuated,
or the impact of the IRA on our business.

 At
the state level, legislatures in the United States have also increasingly passed legislation and implemented regulations designed to
control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product
access and marketing cost disclosure and transparency measures and, in some cases, designed to encourage importation from other countries
and bulk purchasing. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures
to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs.

 We
expect that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage
criteria and lower reimbursement, and in additional downward pressure on the price that we receive for any approved product. Any reduction
in reimbursement from Medicare or other government-funded programs may result in a similar reduction in payments from private payors.
The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain
profitability or commercialize our drugs.

 Human
Capital Resources

 As
of December 31, 2023, we had 11 full-time employees and 6 part-time employees. We consider the intellectual capital of our employees
to be an important driver of our business and key to our future prospects. We monitor our compensation programs closely and provide what
we consider to be a very competitive mix of compensation and insurance benefits for all our employees, as well as participation in our
equity programs. None of our employees is subject to a collective bargaining agreement or represented by a trade or labor union. We consider
our relations with our employees to be good.

 Corporate
Information

 We
were incorporated under the laws of the State of Nevada on September 25, 2015. Our principal executive office is located at 225 NE Mizner
Blvd, Suite 640, Boca Raton FL 33432 and our telephone number is (858) 964-3720.

 Item
1a. Risk Factors

 Summary
of Risk Factors

 Below
is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address
all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face,
can be found below under the heading "Risk Factors" and should be carefully considered, together with other information in
this Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.

 We will require additional capital to finance our operations to continue as a going concern, which may not be available to us on acceptable terms, if at all. As a result, we may not complete the development and commercialization of our product candidates or develop new product candidates and have substantial doubt about our ability to continue as a going concern.

 Our
 ability to successfully engage with, and satisfactorily respond to, requests for information
 from the FDA in the future.

 We
 will require additional capital to fund our operations and if we fail to obtain necessary financing, we will not be able to complete
 the development and commercialization of our product candidates.

 We
 have a substantial amount of debt, and we may be unable to make required payments of interest and principal as they become due.

 We
 are significantly dependent on the success of our DN-TNF product platform and Natural Killer Cell Priming Platform (INKmune) and
 our product candidates based on these platforms.

 We
 need to attract and retain highly skilled personnel; we may be unable to effectively manage growth with our limited resources.

 We
 depend upon our senior management and key consultants and their loss or unavailability could put us at a competitive disadvantage.

 The
 biotechnology and immunotherapy industries are characterized by rapid technological developments and a high degree of competition.
 We may be unable to compete with more substantial enterprises.

 We
 can provide no assurance that our clinical product candidates will obtain regulatory approval or that the results of clinical studies
 will be favorable.

 Drug
 discovery and development is a complex, time-consuming and expensive process with a high rate of failure.

 We
 may face legal claims; legal disputes are expensive, and we may not be able to afford the costs.

 We
 can provide no assurance of the successful and timely development of new products.

 We
 must comply with significant government regulations.

 We
 rely upon patents to protect our technology. We may be unable to protect our intellectual property rights.

 The
 price of our common stock may be volatile.

 The
 market prices for our common stock may be adversely impacted by future events.

 A
 limited public trading market may cause volatility in the price of our common stock.

 Our
 Rights Agreement contains anti-takeover provisions that could discourage, delay or prevent a change in control, which may cause our
 stock price to decline.

 You
should carefully consider the risks described below as well as other information provided to you in this document, including information
in the section of this document entitled "Information Regarding Forward Looking Statements." If any of the following risks
actually occur, the Company's business, financial condition or results of operations could be materially adversely affected, the
value of the Company's Common Stock could decline, and you may lose all or part of your investment.

 RISKS
RELATED TO OUR BUSINESS

 There is doubt about our ability to continue
as a going concern.

 As of December 31, 2023, the
Company had an accumulated deficit of $121,022,000. Losses have principally occurred as a result of the substantial resources required
for research and development of the Company's product candidates which included the general and administrative expenses associated
with its organization and product development as well as the lack of sources of revenues until such time as the Company's products
are commercialized. These factors raise substantial doubt about the Company's ability to continue as a going concern for the 12
months from the issuance date of these financial statements. These financial statements do not include any adjustments to reflect the
possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result
from the outcome of these uncertainties. Management intends to pursue additional funding and implement its strategic plan to allow the
opportunity for the Company to continue as a going concern, however, there cannot be any assurance that we will be successful in doing
so. The opinion of our independent registered public accounts on our audited financial statements for the year ended December 31, 2023,
contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.

 There is no assurance that
we will be successful in raising the additional funds needed to fund our business plan. If we are not able to raise sufficient capital
in the near future, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer
all or substantially all of our remaining assets.

 To
fund our operations and service our debt, we will be required to generate a significant amount of cash. Our ability to generate cash
depends on a number of factors, some of which are beyond our control, and any failure to meet our debt obligations would have a material
adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common
stock to decline.

 Prevailing
economic conditions and financial, business and other factors, many of which are beyond our control, may affect our ability to make payments
on our debt. If we do not generate sufficient cash flow to satisfy our debt obligations, we may have to undertake alternative financing
plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional
capital. Alternatively, we may also attempt to refinance certain of our debt, for example, to extend maturities. Our ability to restructure
or refinance our debt will depend on the capital markets and our financial condition at such time. If we are unable to access the capital
markets, whether because of the condition of those capital markets or our own financial condition or reputation within such capital markets,
we may be unable to refinance our debt. In addition, any refinancing of our debt could be at higher interest rates and may require us
to comply with more onerous covenants, which could further restrict our business operations. Our inability to generate sufficient cash
flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms, or at all, could have a material
adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common
stock and/or debt securities to decline.

 Our
ability to continue to reduce our indebtedness will depend upon factors including our future operating performance, our ability to access
the capital markets to refinance existing debt and prevailing economic conditions and financial, business and other factors, many of
which are beyond our control. We can provide no assurance of the amount by which we will reduce our debt, if at all. In addition, servicing
our debt will result in a reduction in the amount of our cash flow available for other purposes, including operating costs and research
and development costs.

 Our
debt agreement contains covenant restrictions that may limit our ability to operate our business.

 The
terms of our debt agreement contains, and any of our other future debt agreements may contain, covenant restrictions that limit our ability
to operate our business, including restrictions on our ability to, among other things, incur additional debt or issue guarantees, create
liens, repurchase stock, or make other restricted payments, and make certain voluntary prepayments of specified debt. As a result of
these covenants, our ability to respond to changes in business and economic conditions and engage in beneficial transactions, including
to obtain additional financing as needed, may be restricted. Furthermore, our failure to comply with our debt covenants could result
in a default under our debt agreements, which could permit the holders to accelerate our obligation to repay the debt. If any of our
debt is accelerated, we may not have sufficient funds available to repay it.

 We
face intense competition in the markets targeted by our lead product candidates. Many of our competitors have substantially greater resources
than we do, and we expect that all of our product candidates under development will face intense competition from existing or future
drugs.

 We
expect that our product candidates under development, if approved, will face intense competition from existing and future drugs marketed
by large companies. These competitors may successfully market products that compete with our products, successfully identify drug candidates
or develop products earlier than we do, or develop products that are more effective, have fewer side effects or cost less than our products,
if any.

 Additionally,
if a competitor receives FDA approval before we do for a drug that is similar to one of our product candidates, FDA approval for our
product candidate may be precluded or delayed due to periods of non-patent exclusivity and/or the listing with the FDA by the competitor
of patents covering its newly-approved drug product. Periods of non-patent exclusivity for new versions of existing drugs such as our
current product candidates can extend up to three and one-half years. See "Business — Government Regulation."

 These
competitive factors could require us to conduct substantial new research and development activities to establish new product targets,
which would be costly and time-consuming. These activities would adversely affect our ability to commercialize products and achieve revenue
and profits.

 Competition
and technological change may make our product candidates and technologies less attractive or obsolete.

 We
compete with established pharmaceutical and biotechnology companies that are pursuing other forms of treatment for the same indications
we are pursuing and that have greater financial and other resources. Other companies may succeed in developing products earlier than
us, obtaining FDA approval for products more rapidly, or developing products that are more effective than our product candidates. Research
and development by others may render our technology or product candidates obsolete or noncompetitive or result in treatments or cures
superior to any therapy we develop. We face competition from companies that internally develop competing technology or acquire competing
technology from universities and other research institutions. As these companies develop their technologies, they may develop competitive
positions that may prevent, make futile, or limit our product commercialization efforts, which would result in a decrease in the revenue
we would be able to derive from the sale of any products.

 There
can be no assurance that any of our product candidates will be accepted by the marketplace as readily as these or other competing treatments.
Furthermore, if our competitors' products are approved before ours, it could be more difficult for us to obtain approval from the
FDA. Even if our products are successfully developed and approved for use by all governing regulatory bodies, there can be no assurance
that physicians and patients will accept our product(s) as a treatment of choice.

 Furthermore,
the pharmaceutical research industry is diverse, complex, and rapidly changing. By its nature, the business risks associated therewith
are numerous and significant. The effects of competition, intellectual property disputes, market acceptance, and FDA regulations preclude
us from forecasting revenues or income with certainty or even confidence.

 If
we fail to protect our intellectual property rights, our ability to pursue the development of our technologies and products would be
negatively affected.

 Our
success will depend, in part, on our ability to obtain patents and maintain adequate protection of our technologies and products. If
we do not adequately protect our intellectual property, competitors may be able to use our technologies to produce and market drugs in
direct competition with us and erode our competitive advantage. Some foreign countries lack rules and methods for defending intellectual
property rights and do not protect proprietary rights to the same extent as the United States. Many companies have had difficulty protecting
their proprietary rights in these foreign countries. We may not be able to prevent misappropriation of our proprietary rights.

 We
have received, and are currently seeking, patent protection for numerous compounds and methods of treating diseases. However, the patent
process is subject to numerous risks and uncertainties, and there can be no assurance that we will be successful in protecting our products
by obtaining and defending patents. These risks and uncertainties include the following: patents that may be issued or licensed may be
challenged, invalidated, or circumvented, or otherwise may not provide any competitive advantage; our competitors, many of which have
substantially greater resources than us and many of which have made significant investments in competing technologies, may seek, or may
already have obtained, patents that will limit, interfere with, or eliminate our ability to make, use, and sell our potential products
either in the United States or in international markets; there may be significant pressure on the United States government and other
international governmental bodies to limit the scope of patent protection both inside and outside the United States for treatments that
prove successful as a matter of public policy regarding worldwide health concerns; countries other than the United States may have less
restrictive patent laws than those upheld by United States courts, allowing foreign competitors the ability to exploit these laws to
create, develop, and market competing products.

 Moreover,
any patents issued to us may not provide us with meaningful protection, or others may challenge, circumvent or narrow our patents. Third
parties may also independently develop products similar to our products, duplicate our unpatented products or design around any patents
on products we develop. Additionally, extensive time is required for development, testing and regulatory review of a potential product.
While extensions of patent term due to regulatory delays may be available, it is possible that, before any of our product candidates
can be commercialized, any related patent, even with an extension, may expire or remain in force for only a short period following commercialization,
thereby reducing any advantages of the patent.

 In
addition, the United States Patent and Trademark Office (the "USPTO") and patent offices in other jurisdictions have often
required that patent applications concerning pharmaceutical and/or biotechnology-related inventions be limited or narrowed substantially
to cover only the specific innovations exemplified in the patent application, thereby limiting the scope of protection against competitive
challenges. Thus, even if we or our licensors are able to obtain patents, the patents may be substantially narrower than anticipated.

 Our success depends on patent
applications that are licensed exclusively to us and other patents to which we may obtain assignment or licenses. We may not be aware,
however, of all patents, published applications or published literature that may affect our business either by blocking our ability to
commercialize our product candidates, by preventing the patentability of our product candidates to us or our licensors, or by covering
the same or similar technologies that may invalidate our patents, limit the scope of our future patent claims or adversely affect our
ability to market our product candidates.

 In
addition to patents, we rely on a combination of trade secrets, confidentiality, nondisclosure and other contractual provisions, and
security measures to protect our confidential and proprietary information. These measures may not adequately protect our trade secrets
or other proprietary information. If they do not adequately protect our rights, third parties could use our technology, and we could
lose any competitive advantage we may have. In addition, others may independently develop similar proprietary information or techniques
or otherwise gain access to our trade secrets, which could impair any competitive advantage we may have.

 Patent
protection and other intellectual property protection is crucial to the success of our business and prospects, and there is a substantial
risk that such protections will prove inadequate.

 By
working with research collaborators patent rights may be jointly owned by different parties.

 Certain
of our licensors may have relied on third-party consultants or collaborators such that our licensors are not the sole and exclusive owners
of the patents we in-licensed. If other third parties have ownership rights to our in-licensed patents, the license granted to us for
such jointly owned patents may not be valid. Absent an agreement, each joint owner can independently sell, license, or otherwise exploit
the jointly owned patent without the approval of the other joint owner(s) and without having to account to each other for their revenues.
Without the cooperation of all joint owners, none can grant an exclusive license to a third party. Further, a jointly owned patent cannot
be enforced unless all of the owners join in the lawsuit. If a co-owner refuses to participate, the lawsuit cannot proceed. Certain of
our in-licensed patents from Xencor show joint ownership between Xencor and a third party. Xencor provided representations and warrants
as to its ability to grant the rights provided in the license. In addition, Xencor is required to indemnify us as to any breach of its
representations, warranties and covenants made in the agreement.

 Further,
our rights to current or future in-licensed patents and patent applications may be dependent, in part, on inter-institutional or other
operating agreements between the joint owners of such in-licensed patents and patent applications. If one or more of such joint owners
breaches such inter-institutional or operating agreements, our rights to such in-licensed patents and patent applications may be adversely
affected. Any of these events could have a material adverse effect on our competitive position, business, financial conditions, results
of operations, and prospects.

 Intellectual
property discovered through government funded programs may be subject to federal regulations such as "march-in" rights, certain
reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights and
limit our ability to contract with non-U.S. manufacturers.

 Certain
in-licensed patents (i.e. those from the University of Pittsburgh) were supported through the use of U.S. government funding. Pursuant
to the Bayh-Dole Act of 1980, the U.S. government has certain rights in inventions developed with government funding. These U.S. government
rights include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition,
the U.S. government has the right, under certain limited circumstances, to require us to grant exclusive, partially exclusive, or non-exclusive
licenses to any of these inventions to a third party if it determines that: (1) adequate steps have not been taken to commercialize the
invention; (2) government action is necessary to meet public health or safety needs; or (3) government action is necessary to meet requirements
for public use under federal regulations (also referred to as march-in rights). If the U.S. government exercised its march-in rights
in our current or future intellectual property rights that are generated through the use of U.S. government funding or grants, we could
be forced to license or sublicense intellectual property developed by us or that we license on terms unfavorable to us, and there can
be no assurance that we would receive compensation from the U.S. government for the exercise of such rights. The U.S. government also
has the right to take title to these inventions if the grant recipient fails to disclose the invention to the government or fails to
file an application to register the intellectual property within specified time limits. Intellectual property generated under a government
funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources.
In addition, the U.S. government requires that any products embodying any of these inventions or produced through the use of any of these
inventions be manufactured substantially in the United States. This preference for U.S. industry may be waived by the federal agency
that provided the funding if the owner or assignee of the intellectual property can show that reasonable but unsuccessful efforts have
been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States
or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S. industry may limit our ability
to contract with non-U.S. product manufacturers for products covered by such intellectual property.

 We
license our patents from others. If such owners do not properly maintain or enforce the intellectual property underlying such licenses,
our competitive position and business prospects could be harmed. Our licensors may also seek to terminate our license.

 We
are a party to a number of licenses that give us rights to third-party intellectual property that is necessary or useful to our business.
To this end, we are dependent on our licenses with Xencor, Inc., Immune Ventures, LLC and the University of Pittsburgh. Our success will
depend in part on the ability of our licensors to obtain, maintain and enforce our licensed intellectual property. Our licensors may
not successfully prosecute any applications for or maintain intellectual property to which we have licenses, may determine not to pursue
litigation against other companies that are infringing such intellectual property, or may pursue such litigation less aggressively than
we would. Without protection for the intellectual property we license, other companies might be able to offer similar products for sale,
which could adversely affect our competitive business position and harm our business prospects. If we lose any of our right to use third-party
intellectual property, it could adversely affect our ability to commercialize our technologies, products or services, as well as harm
our competitive business position and our business prospects.

 We
are dependent on our licensing agreement with Xencor, and the termination of this agreement could have an adverse effect on our business.

 On
October 3, 2017, the Company entered into a license agreement with Xencor, Inc., which has discovered and developed a proprietary biological
molecule that inhibits soluble tumor necrosis factor. Pursuant to the license agreement, Xencor granted the Company an exclusive worldwide,
royalty-bearing license in licensed patent rights, licensed know-how and licensed materials to make, develop, use, sell and import any
pharmaceutical product that comprises, contains, or incorporates Xencor's proprietary protein known as XPro that inhibits soluble
tumor necrosis factor (or all modifications, formulations and variants of the licensed protein that specifically bind soluble tumor necrosis
factor) alone or in combination with one or more active ingredients, in any dosage or formulation. If we breach this Agreement, Xencor
may be able to terminate it, which could be negatively impact our business.

 Our
officers and Directors own the company that we license our INKmune patent from.

 On
October 29, 2015, we entered into an exclusive license agreement with Immune Ventures, LLC (Immune Ventures). The license agreement relates
to our natural killer program, INKmune. Immune Ventures is owned by our RJ Tesi, our CEO and Chairman of the Board of Directors, David
Moss, our Chief Financial Officer and Treasurer and Mark Lowdell, our Chief Scientific Officer. Because our officers and directors also
own Immune Ventures there may be an inherent conflict of interest which could result in unanticipated actions that adversely affect us.

 We
have a limited operating history and expect to incur significant additional operating losses.

 We
are an early-stage company formed in September 2015 and have only a limited operating history. Therefore, there is limited historical
financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties,
risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. We expect to incur substantial
additional operating expenses over the next several years as our research, development, and commercial activities increase. The amount
of future losses and when, if ever, we will achieve profitability are uncertain. Our ability to generate material revenue and achieve
profitability will depend on, among other things, successful completion of the preclinical and clinical development of our product candidate(s);
obtaining necessary regulatory approvals from the FDA and international regulatory agencies; implementing successful manufacturing, sales,
and marketing arrangements; and raising sufficient funds to finance our activities. If we are unsuccessful at some or all of these undertakings,
our business, prospects, and results of operations may be materially adversely affected.

represents a novel approach to cancer treatment that creates significant challenges for us.

 We
believe INKmune represents a novel approach to cancer treatment. Advancing this novel therapy creates significant challenges for us,
including:

 Educating
 medical personnel regarding the potential side effect profile of INKmune;

 Sourcing
 clinical and, if approved, commercial supplies for the materials used to manufacture and process our product candidates;

 Obtaining
 regulatory approval, as the FDA and other regulatory authorities have limited experience with commercial development of immunotherapies
 for cancer; and

 Establishing
 sales and marketing capabilities upon obtaining any regulatory approval to gain market acceptance of a novel therapy.

 Even
if we are able to commercialize any product candidate that we develop, the product may become subject to unfavorable pricing regulations,
third-party payor reimbursement practices or healthcare reform initiatives that could harm our business.

 The
commercial success of our product candidates will depend substantially, both domestically and abroad, on the extent to which the costs
of our product candidates will be paid by health maintenance, managed care, pharmacy benefit and similar healthcare management organizations,
or reimbursed by government health administration authorities (such as Medicare and Medicaid), private health coverage insurers and other
third-party payors. If reimbursement is not available, or is available only to limited levels, we may not be able to successfully commercialize
our product candidates. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish
and maintain pricing sufficient to realize a meaningful return on our investment.

 There
is significant uncertainty related to third-party payor coverage and reimbursement of newly approved drugs. Marketing approvals, pricing
and reimbursement for new drug products vary widely from country to country. Some countries require approval of the sale price of a drug
before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted.
In some non-U.S. markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval
is granted. As a result, we might obtain marketing approval for a product in a particular country, but then be subject to price regulations
that delay commercial launch of the product, possibly for lengthy time periods, which may negatively impact the revenues we are able
to generate from the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment
in one or more product candidates, even if our product candidates obtain marketing approval.

 We
depend on obtaining certain patents and protecting our proprietary rights.

 Our
success will depend, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing on the
proprietary rights of third parties or having third parties circumvent our rights. We have filed and are actively pursuing a patent application
for our product candidates. The patent positions of biotechnology, biopharmaceutical and pharmaceutical companies can be highly uncertain
and involve complex legal and factual questions. Thus, there can be no assurance that our patent application will result in the issuance
of a patent, that we will develop additional proprietary products that are patentable, that any patents issued to us will provide us
with any competitive advantages or will not be challenged by any third parties, that the patents of others will not impede our ability
to do business or that third parties will not be able to circumvent our patents. Furthermore, there can be no assurance that others will
not independently develop similar products, duplicate any of our products not under patent protection, or, if patents are issued to us,
design around the patented products we developed or will develop.

 We
may be required to obtain licenses from third parties to avoid infringing patents or other proprietary rights. No assurance can be given
that any licenses required under any such patents or proprietary rights would be made available, if at all, on terms we find acceptable.
If we do not obtain such licenses, we could encounter delays in the introduction of products or could find that the development, manufacture
or sale of products requiring such licenses could be prohibited.

 A
number of pharmaceutical, biopharmaceutical and biotechnology companies and research and academic institutions have developed technologies,
filed patent applications or received patents on various technologies that may be related to or affect our business. Some of these technologies,
applications or patents may conflict with our technologies or patent applications. Such conflict could limit the scope of the patents,
if any, that we may be able to obtain or result in the denial of our patent applications. In addition, if patents that cover our activities
are issued to other companies, there can be no assurance that we would be able to obtain licenses to these patents at a reasonable cost
or be able to develop or obtain alternative technology. If we do not obtain such licenses, we could encounter delays in the introduction
of products, or could find that the development, manufacture or sale of products requiring such licenses could be prohibited. In addition,
we could incur substantial costs in defending ourselves in suits brought against us on patents it might infringe or in filing suits against
others to have such patents declared invalid.

 Much
of our know-how and technology may not be patentable. To protect our rights, we plan to require employees, consultants, advisors and
collaborators to enter into confidentiality agreements. There can be no assurance, however, that these agreements will provide meaningful
protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure. Further,
our business may be adversely affected by competitors who independently develop competing technologies, especially if we obtain no, or
only narrow, patent protection.

 We
are subject to various government regulations.

 The
manufacture and sale of human therapeutic products in the U.S. and foreign jurisdictions are governed by a variety of statutes and regulations.
These laws require approval of manufacturing facilities, controlled research and testing of products and government review and approval
of a submission containing manufacturing, preclinical and clinical data in order to obtain marketing approval based on establishing the
safety and efficacy of the product for each use sought, including adherence to current cGMP during production and storage, and control
of marketing activities, including advertising and labeling.

 The
products we are currently developing will require significant development, preclinical and clinical testing and investment of substantial
funds prior to its commercialization. The process of obtaining required approvals can be costly and time-consuming, and there can be
no assurance that we develop successfully this product or any future products, or that this product or any future products we develop
will prove to be safe and effective in clinical trials or receive applicable regulatory approvals. Potential investors and shareholders
should be aware of the risks, problems, delays, expenses and difficulties which we may encounter in view of the extensive regulatory
environment which controls our business.

 If
we are unable to keep up with rapid technological changes in our field or compete effectively, we will be unable to operate profitably.

 We
are engaged in a rapidly changing field. Other products and therapies that will compete directly with the product that we are seeking
to develop and market currently exist or are being developed. Competition from fully integrated pharmaceutical companies and more established
biotechnology companies is intense and is expected to increase. Most of these companies have significantly greater financial resources
and expertise in discovery and development, manufacturing, preclinical and clinical testing, obtaining regulatory approvals and marketing
than us. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large pharmaceutical
and established biopharmaceutical or biotechnology companies. Many of these competitors have significant products that have been approved
or are in development and operate large, well-funded discovery and development programs. Academic institutions, governmental agencies
and other public and private research organizations also conduct research, seek patent protection and establish collaborative arrangements
for therapeutic products and clinical development and marketing. These companies and institutions compete with us in recruiting and retaining
highly qualified scientific and management personnel. In addition to the above factors, we will face competition based on product efficacy
and safety, the timing and scope of regulatory approvals, availability of supply, marketing and sales capability, reimbursement coverage,
price and patent position. There is no assurance that our competitors will not develop more effective or more affordable products, or
achieve earlier patent protection or product commercialization, than our own.

 Other
companies may succeed in developing products earlier than ourselves, obtaining FDA and European Medicines Agency ("EMA")
approvals for such products more rapidly than we will, or in developing products that are more effective than products we propose to
develop. While we will seek to expand our technological capabilities in order to remain competitive, there can be no assurance that research
and development by others will not render our technology or products obsolete or non-competitive or result in treatments or cures superior
to any therapy we develop, or that any therapy we develop will be preferred to any existing or newly developed technologies.

 We
may request priority review for our product candidate in the future. The FDA may not grant priority review for our product candidate.
Moreover, even if the FDA designates such product for priority review, that designation may not lead to a faster regulatory review or
approval process and, in any event, would not assure FDA approval.

 We
may be eligible for priority review designation for our product candidate if the FDA determines such product candidate offers major advances
in treatment or provides a treatment where no adequate therapy exists. A priority review designation means that the goal for the FDA
is to take action on an application in six months, rather than the standard review period of ten months. The FDA has broad discretion
with respect to whether or not to grant priority review status to a product candidate, so even if we believe a particular product candidate
is eligible for such designation or status, the FDA may decide not to grant it. Thus, while the FDA has granted priority review to other
oncology disease products, our product candidate, should we determine to seek priority review, may not receive similar designation. Moreover,
even if our product candidate is designated for priority review, such a designation does not necessarily mean a faster regulatory review
process or necessarily confer any advantage with respect to approval compared to conventional FDA procedures. Receiving priority review
from the FDA does not guarantee approval within an accelerated timeline or thereafter.

 We
believe we may in some instances be able to secure approval from the FDA or comparable non-U.S. regulatory authorities to use accelerated
development pathways. If we are unable to obtain such approval, we may be required to conduct additional preclinical studies or clinical
trials beyond those that we contemplate, which could increase the expense of obtaining, and delay the receipt of, necessary marketing
approvals.

 We
anticipate that we may seek an accelerated approval pathway for our product candidates. Under the accelerated approval provisions in
the Federal Food, Drug, and Cosmetic Act, or FDCA, and the FDA's implementing regulations, the FDA may grant accelerated approval
to a product designed to treat a serious or life-threatening condition that provides meaningful therapeutic benefit over available therapies
upon a determination that the product has an effect on a surrogate endpoint or intermediate clinical endpoint that is reasonably likely
to predict clinical benefit. The FDA considers a clinical benefit to be a positive therapeutic effect that is clinically meaningful in
the context of a given disease, such as irreversible morbidity or mortality. For the purposes of accelerated approval, a surrogate endpoint
is a marker, such as a laboratory measurement, radiographic image, physical sign, or other measure that is thought to predict clinical
benefit, but is not itself a measure of clinical benefit. An intermediate clinical endpoint is a clinical endpoint that can be measured
earlier than an effect on irreversible morbidity or mortality that is reasonably likely to predict an effect on irreversible morbidity
or mortality or other clinical benefit. The accelerated approval pathway may be used in cases in which the advantage of a new drug over
available therapy may not be a direct therapeutic advantage but is a clinically important improvement from a patient and public health
perspective. If granted, accelerated approval is usually contingent on the sponsor's agreement to conduct, in a diligent manner,
additional post-approval confirmatory studies to verify and describe the drug's clinical benefit. If such post-approval studies
fail to confirm the drug's clinical benefit, the FDA may withdraw its approval of the drug.

 Prior
to seeking such accelerated approval, we will seek feedback from the FDA and will otherwise evaluate our ability to seek and receive
such accelerated approval. There can be no assurance that after our evaluation of the feedback and other factors we will decide to pursue
or submit a New Drug Application, or NDA, for accelerated approval or any other form of expedited development, review or approval. Similarly,
there can be no assurance that after subsequent FDA feedback we will continue to pursue or apply for accelerated approval or any other
form of expedited development, review or approval, even if we initially decide to do so. Furthermore, if we decide to submit an application
for accelerated approval or under another expedited regulatory designation (e.g., breakthrough therapy designation), there can be no
assurance that such submission or application will be accepted or that any expedited development, review or approval will be granted
on a timely basis, or at all. The FDA or other non-U.S. authorities could also require us to conduct further studies prior to considering
our application or granting approval of any type. A failure to obtain accelerated approval or any other form of expedited development,
review or approval for our product candidate would result in a longer time period to commercialization of such product candidate, could
increase the cost of development of such product candidate and could harm our competitive position in the marketplace.

drug development involves a lengthy and expensive process with an uncertain outcome. We may incur additional costs or experience delays
in completing, or ultimately be unable to complete the development and commercialization of our product candidate.

 Our
product candidates are either in early clinical development or have not entered into clinical trials and are in development stage. Therefore,
the risk of failure of our product candidates is high. It is impossible to predict when or if our product candidates will prove effective
or safe in humans or will receive regulatory approval. Before obtaining marketing approval from regulatory authorities for the sale of
any product candidate, we must complete preclinical development and then conduct extensive clinical trials to demonstrate the safety
and efficacy of our product candidate in humans. Clinical testing is expensive, difficult to design and implement, can take many years
to complete and is uncertain as to outcome. A failure of one or more clinical trials can occur at any stage of testing. The clinical
development of our product candidates is susceptible to the risk of failure inherent at any stage of drug development, including failure
to demonstrate efficacy in a clinical trial or across a broad population of patients, the occurrence of severe or medically or commercially
unacceptable adverse events, failure to comply with protocols or applicable regulatory requirements and determination by the FDA or any
comparable non-U.S. regulatory authority that a drug product is not safe or effective for its intended uses. It is possible that even
if our product candidate has a beneficial effect, that effect will not be detected during clinical evaluation as a result of one or more
of a variety of factors, including the size, duration, design, measurements, conduct or analysis of our clinical trials. Conversely,
as a result of the same factors, our clinical trials may indicate an apparent positive effect of a product candidate that is greater
than the actual positive effect, if any. Similarly, in our clinical trials we may fail to detect toxicity of, or intolerability caused
by our product candidates, or mistakenly believe that our product candidates are toxic or not well tolerated when that is not in fact
the case.

 The
outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and interim results
of a clinical trial do not necessarily predict final results. Many companies in the pharmaceutical and biotechnology industries have
suffered significant setbacks in late-stage clinical trials after achieving positive results in earlier development, and we cannot be
certain that we will not face additional setbacks.

 The
design of a clinical trial can determine whether its results will support approval of a product; however, flaws in the design of a clinical
trial may not become apparent until the clinical trial is well advanced or completed. In addition, preclinical and clinical data are
often susceptible to varying interpretations and analyses. Many companies that believed their product candidates performed satisfactorily
in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval for the product candidates. Even if we
believe that the results of clinical trials for our product candidate warrant marketing approval, the FDA or comparable non-U.S. regulatory
authorities may disagree and may not grant marketing approval of our product candidate.

 In
some instances, there can be significant variability in safety or efficacy results between different clinical trials of the same product
candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of
the patient populations, changes in and adherence to the clinical trial protocols and the rate of dropout among clinical trial participants.
Any clinical trials that we may conduct may not demonstrate the efficacy and safety necessary to obtain regulatory approval to market
our product candidate.

 The
results of preclinical studies and early-stage clinical trials may not be predictive of future results. Initial success in clinical trials
may not be indicative of results obtained when these trials are completed or in later-stage trials.

 The
results of preclinical studies may not be predictive of the results of clinical trials, and the results of any early-stage clinical trials
we commence may not be predictive of the results of the later-stage clinical trials. In addition, initial success in clinical trials
may not be indicative of results obtained when such trials are completed. In particular, the small number of patients in our planned
early clinical trials may make the results of these trials less predictive of the outcome of later clinical trials. For example, even
if successful, the results of our initial clinical trials for XPro may not be predictive of the results of further clinical trials of
this drug candidate or any of our other drug candidates. Moreover, preclinical and clinical data often are susceptible to varying interpretations
and analyses, and many companies that have believed their drug candidates performed satisfactorily in preclinical studies and clinical
trials nonetheless have failed to obtain marketing approval of their products. Our future clinical trials may not ultimately be successful
or support further clinical development of any of our drug candidates. There is a high failure rate for drug candidates proceeding through
clinical trials. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical
development even after achieving encouraging results in earlier studies. Any such setbacks in our clinical development could materially
harm our business, results of operations, financial condition and prospects.

 Interim
top-line and preliminary data from our planned clinical trials that we announce or publish from time to time may change as more patient
data become available and are subject to audit and verification procedures that could result in material changes in the final data.

 From
time to time, we may publish interim top-line or preliminary data from our planned clinical trials. Interim data from clinical trials
that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues
and more patient data becomes available. Preliminary or top-line data also remain subject to audit and verification procedures that may
result in the final data being materially different from the preliminary data we previously published. As a result, interim and preliminary
data should be viewed with caution until the final data is available. Adverse differences between preliminary or interim data and final
data could significantly harm our reputation and business prospects.

 If
clinical trials of our product candidates fail to demonstrate safety and efficacy to the satisfaction of the FDA and comparable non-U.S.
regulators, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and
commercialization of our product candidates.

 We
are not permitted to commercialize, market, promote or sell any product candidate in the United States without obtaining marketing approval
from the FDA. Comparable non-U.S. regulatory authorities, such as the EMA, impose similar restrictions. We may never receive such approvals.
We must complete extensive preclinical development and clinical trials to demonstrate the safety and efficacy of our product candidate
in humans before we will be able to obtain these approvals.

testing is expensive, difficult to design and implement, can take many years to complete and is inherently uncertain as to outcome. We
have not previously submitted an NDA to the FDA or similar drug approval filings to comparable non-U.S. regulatory authorities for any
product candidate.

 Any
inability to successfully complete preclinical and clinical development could result in additional costs to us and impair our ability
to generate revenues from product sales, regulatory and commercialization milestones and royalties. In addition, if (1) we are required
to conduct additional clinical trials or other testing of our product candidate beyond the trials and testing than we contemplate, (2)
we are unable to successfully complete clinical trials of our product candidate or other testing, (3) the results of these trials or
tests are unfavorable, uncertain or are only modestly favorable, or (4) there are unacceptable safety concerns associated with our product
candidate, we, in addition to incurring additional costs, may:

 be
 delayed in obtaining marketing approval for our product candidate;

 not
 obtain marketing approval at all;

 obtain
 approval for indications or patient populations that are not as broad as we intended or desired;

 obtain
 approval with labeling that includes significant use or distribution restrictions or significant safety warnings, including boxed
 warnings;

 be
 subject to additional post-marketing testing or other requirements; or

 be
 required to remove the product from the market after obtaining marketing approval.

 If
we experience any of a number of possible unforeseen events in connection with clinical trials of any of our product candidates, potential
marketing approval or commercialization of that product candidate could be delayed or prevented.

 We
may experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent marketing approval of
any of our product candidates, including:

 clinical
 trials of our product candidate may produce unfavorable or inconclusive results;

 we
 may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs;

 the
 number of patients required for clinical trials of our product candidate may be larger than we anticipate, patient enrollment in
 these clinical trials may be slower than we anticipate, or participants may drop out of these clinical trials at a higher rate than
 we anticipate;

 data
 safety monitoring committees may recommend suspension, termination or a clinical hold for various reasons, including concerns about
 patient safety;

 regulators
 or institutional review boards, or IRBs, may suspend or terminate the trial or impose a clinical hold for various reasons, including
 noncompliance with regulatory requirements or concerns about patient safety;

 patients
 with serious, life-threatening diseases included in our clinical trials may die or suffer other adverse medical events for reasons
 that may not be related to our product candidate;

 participating
 patients may be subject to unacceptable health risks;

 patients
 may not complete clinical trials due to safety issues, side effects, or other reasons;

 changes
 in regulatory requirements and guidance may occur, which require us to amend clinical trial protocols to reflect these changes;

 our
 third-party contractors, including those manufacturing our product candidate or components or ingredients thereof or conducting clinical
 trials on our behalf, may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner
 or at all;

 regulators
 or IRBs may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial
 site;

 we
 may experience delays in reaching or fail to reach agreement on acceptable clinical trial contracts or clinical trial protocols with
 prospective trial sites;

 patients
 who enroll in a clinical trial may misrepresent their eligibility to do so or may otherwise not comply with the clinical trial protocol,
 resulting in the need to drop the patients from the clinical trial, increase the needed enrollment size for the clinical trial or
 extend the clinical trial's duration;

 we
 may have to suspend or terminate clinical trials of our product candidate for various reasons, including a finding that the participants
 are being exposed to unacceptable health risks, undesirable side effects or other unexpected characteristics of a product candidate;

 the
 FDA or comparable non-U.S. regulatory authorities may disagree with our clinical trial design or our interpretation of data from
 preclinical studies and clinical trials;

 the
 FDA or comparable non-U.S. regulatory authorities may fail to approve or subsequently find fault with the manufacturing processes
 or facilities of third-party manufacturers with which we enter into agreements for clinical and commercial supplies;

 the
 supply or quality of raw materials or manufactured product candidate or other materials necessary to conduct clinical trials of our
 product candidate may be insufficient, inadequate, delayed, or not available at an acceptable cost, or we may experience interruptions
 in supply; and

 the
 approval policies or regulations of the FDA or comparable non-U.S. regulatory authorities may significantly change in a manner rendering
 our clinical data insufficient to obtain marketing approval.

 Product
development costs for us will increase if we experience delays in testing or pursuing marketing approvals and we may be required to obtain
additional funds to complete clinical trials and prepare for possible commercialization of our product candidates. We do not know whether
any preclinical tests or clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at
all. Significant preclinical or clinical trial delays also could shorten any periods during which we may have the exclusive right to
commercialize our product candidates or allow our competitors to bring products to market before we do and impair our ability to successfully
commercialize our product candidates and may harm our business and results of operations. In addition, many of the factors that cause,
or lead to, clinical trial delays may ultimately lead to the denial of marketing approval of our product candidates.

 If
we experience delays or difficulties in the enrollment of patients in clinical trials, we may not achieve our clinical development on
our anticipated timeline, or at all, and our receipt of necessary regulatory approvals could be delayed or prevented.

 We
may not be able to initiate or continue clinical trials for INKmune our DN-TNF product platform or any other product candidate if we
are unable to locate and enroll a sufficient number of eligible patients to participate in clinical trials. Patient enrollment is a significant
factor in the timing of clinical trials, and is affected by many factors, including:

 the
 size and nature of the patient population;

 the
 severity of the disease under investigation;

 the
 proximity of patients to clinical sites;

 the
 eligibility criteria for the trial;

 the
 design of the clinical trial;

 efforts
 to facilitate timely enrollment;

 competing
 clinical trials; and

 clinicians'
 and patients' perceptions as to the potential advantages and risks of the drug being studied in relation to other available
 therapies, including any new drugs that may be approved for the indications we are investigating.

 Our
inability to enroll a sufficient number of patients for our clinical trials could result in significant delays or may require us to abandon
one or more clinical trials altogether. Enrollment delays in our clinical trials may result in increased development costs for our product
candidates, delay or halt the development of and approval processes for our product candidates and jeopardize our ability to achieve
our clinical development timeline and goals, including the dates by which we will commence, complete and receive results from clinical
trials. Enrollment delays may also delay or jeopardize our ability to commence sales and generate revenues from our product candidates.
Any of the foregoing could cause the value of the Company to decline and limit our ability to obtain additional financing, if needed.

 We
will need to obtain FDA approval of any proposed product brand names, and any failure or delay associated with such approval may adversely
impact our business.

 A
pharmaceutical product cannot be marketed in the U.S. or other countries until we have completed rigorous and extensive regulatory review
processes, including approval of a brand name. Any brand names we intend to use for our product candidates will require approval from
the FDA regardless of whether we have secured a formal trademark registration from the U.S. Patent and Trademark Office, or the USPTO.
The FDA typically conducts a review of proposed product brand names, including an evaluation of potential for confusion with other product
names. The FDA may also object to a product brand name if it believes the name inappropriately implies medical claims. If the FDA objects
to any of our proposed product brand names, we may be required to adopt an alternative brand name for our product candidates. If we adopt
an alternative brand name, we will lose the benefit of our existing trademark applications for such product candidate and may be required
to expend significant additional resources in an effort to identify a suitable product brand name that would qualify under applicable
trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA. We may be unable to build a successful
brand identity for a new trademark in a timely manner or at all, which would limit our ability to commercialize our product candidates.

 We
may rely on orphan drug status to develop and commercialize our product candidates, but orphan drug designation, if obtained, may not
confer marketing exclusivity or other expected commercial benefits as anticipated.

 Market
exclusivity afforded by orphan drug designation is generally offered as an incentive to drug developers to invest in developing and commercializing
products for unique diseases that impact a limited number of patients. The FDA may grant orphan drug designation to drugs intended to
treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United
States. Qualification to maintain orphan drug status is generally monitored by the regulatory authorities during the orphan drug exclusivity
period, currently seven years from the date of approval in the United States.

 We
intend to seek orphan drug designation in the United States for our product candidate for the treatment of AML and ovarian cancer and
we expect to rely on orphan drug exclusivity for our product candidate. Even if granted, orphan drug designation, and related market
exclusivity, in the United States could be lost. Further, even if we are granted orphan drug status, the FDA can still approve different
drugs for use in treating the same indication or disease, which would create a more competitive market for us, and our revenues will
be diminished.

 Further,
for our product candidate, it is possible that another company also holding orphan drug designation for the same product candidate will
receive marketing approval for the same indication before we do. If that were to happen, our applications for that indication may not
be approved until the competing company's period of exclusivity expires. Even if we are the first to obtain marketing authorization
for an orphan drug indication, there are circumstances under which a competing product may be approved for the same indication during
the seven-year period of marketing exclusivity, such as if the later product is shown to be clinically superior to the orphan product,
or if the later product is deemed a different product than ours. Further, the seven-year marketing exclusivity would not prevent competitors
from obtaining approval of the same product candidate as ours for indications other than those in which we have been granted orphan drug
designation, or for the use of other types of products in the same indications as our orphan product.

 If
the market opportunities for our product candidates are smaller than we believe they are, our revenues may be adversely affected, and
our business may suffer. Because the target patient populations of our product candidates are small, we must be able to successfully
identify patients and capture a significant market share to achieve and maintain profitability.

 We
focus our research and product development on treatments for certain cancer indications. Our projections of both the number of people
who have failed other therapies or have limited medical options for such indications, are based on estimates. These estimates may prove
to be incorrect and new studies may change the estimated incidence or prevalence. The number of patients with such diseases in the United
States, Europe and elsewhere may turn out to be lower than expected or may not be otherwise amenable to treatment with our products,
or new patients may become increasingly difficult to identify or gain access to, all of which would adversely affect our results of operations
and our business. Additionally, because our target patient populations are small, we will be required to capture a significant market
share to achieve and maintain profitability.

 We
may fail to comply with regulatory requirements.

 Our
success will be dependent upon our ability, and our collaborative partners' abilities, to maintain compliance with regulatory requirements,
including cGMP, and safety reporting obligations. The failure to comply with applicable regulatory requirements can result in, among
other things, fines, injunctions, civil penalties, total or partial suspension of regulatory approvals, refusal to approve pending applications,
recalls or seizures of products, operating and production restrictions and criminal prosecutions.

 Even
if our product candidates receive marketing approval, they may fail to achieve the degree of market acceptance by physicians, patients,
third-party payors and others in the medical community necessary for commercial success and the market opportunity for the product candidates
may be smaller than we estimate.

 We
have never commercialized a product. Even if INKmune, our DN-TNF product platform (INB03 or XPro), or any other product candidate we
develop is approved by the appropriate regulatory authorities for marketing and sale, it may nonetheless fail to gain sufficient market
acceptance by physicians, patients, third-party payors and others in the medical community. For example, physicians are often reluctant
to switch their patients from existing therapies even when new and potentially more effective or convenient treatments enter the market.
Further, patients often acclimate to the therapy that they are currently taking and do not want to switch unless their physicians recommend
switching products or they are required to switch therapies due to lack of reimbursement for existing therapies.

 Efforts
to educate the medical community and third-party payors on the benefits of our product candidate may require significant resources and
may not be successful. If our product candidate is approved but does not achieve an adequate level of market acceptance, we may not generate
significant revenues and we may not become profitable. The degree of market acceptance of INmune or any other product candidate we develop,
if approved for commercial sale, will depend on a number of factors, including:

 the
 efficacy and safety of the product;

 the
 potential advantages of the product compared to alternative treatments;

 the
 prevalence and severity of any side effects;

 the
 clinical indications for which the product is approved;

 whether
 the product is designated under physician treatment guidelines as a first-line therapy or as a second- or third-line therapy;

 limitations
 or warnings, including distribution or use restrictions, contained in the product's approved labeling;

 our
 ability to offer the product for sale at competitive prices;

 our
 ability to establish and maintain pricing sufficient to realize a meaningful return on our investment;

 the
 product's convenience and ease of administration compared to alternative treatments;

 the
 willingness of the target patient population to try, and of physicians to prescribe, the product;

 the
 strength of sales, marketing and distribution support;

 the
 approval of other new products for the same indications;

 changes
 in the standard of care for the targeted indications for the product;

 the
 timing of market introduction of our approved products as well as competitive products and other therapies;

 availability
 and amount of reimbursement from government payors, managed care plans and other third-party payors;

 adverse
 publicity about the product or favorable publicity about competitive products; and

 potential
 product liability claims.

 The
potential market opportunities for our product candidate are difficult to estimate precisely. Our estimates of the potential market opportunities
are predicated on many assumptions, including industry knowledge and publications, third-party research reports and other surveys. While
we believe that our internal assumptions are reasonable, these assumptions involve the exercise of significant judgment on the part of
our management, are inherently uncertain and the reasonableness of these assumptions has not been assessed by an independent source.
If any of the assumptions prove to be inaccurate, the actual markets for our product candidate could be smaller than our estimates of
the potential market opportunities.

 Even
if we obtain regulatory approvals for INKmune and/or any product from our DN-TNF platform (INB03, XPro) those approvals and ongoing regulation
of our products may limit how we manufacture and market our products, which could prevent us from realizing the full benefit of our efforts.

 If
we obtain regulatory approvals, INKmune and/or the DN-TNF product platform, and the manufacturing facilities used for its production
will be subject to continual review, including periodic inspections, by the FDA and other United States and foreign regulatory authorities.
In addition, regulatory authorities may impose significant restrictions on the indicated uses or marketing of INKmune or other products
that we may develop. These and other factors may significantly restrict our ability to successfully commercialize INKmune.

 We
and many of our vendors and suppliers will be required to comply with current Good Manufacturing Practices, or GMP, which include requirements
relating to quality control and quality assurance as well as to the corresponding maintenance of records and documentation. Furthermore,
any manufacturing facilities will need to be approved by regulatory agencies before these facilities can be used to manufacture, and
they will also be subject to additional regulatory inspections. Any material changes we may make to our manufacturing process may require
approval by the FDA and state or foreign regulatory authorities. Failure to comply with FDA or other applicable regulatory requirements
may result in criminal prosecution, civil penalties, recall or seizure of products, partial or total suspension of production or withdrawal
of a product from the market.

 We
must also report adverse events that occur when our products are used. The discovery of previously unknown problems with INKmune, the
DN-TNF product platform or manufacturing facilities used to manufacture INKmune, or the DN-TNF product platform may result in restrictions
or sanctions on our products or manufacturing facilities, including withdrawal of our products from the market. Regulatory agencies may
also require us to reformulate our products, conduct additional clinical trials, make changes in the labeling of our product or obtain
re-approvals. This may cause our reputation in the marketplace to suffer or subject us to lawsuits, including class action suits.

 If
our product candidates receive marketing approval and we, or others, later discover that the drug is less effective than previously believed
or causes undesirable side effects that were not previously identified, our ability to market the drugs could be compromised.

trials of our product candidates will be conducted in carefully defined subsets of patients who have agreed to enter into clinical trials.
Consequently, it is possible that our clinical trials may indicate an apparent positive effect of a product candidate that is greater
than the actual positive effect, if any, or alternatively fail to identify undesirable side effects. If, following approval of our product
candidate, we, or others, discover that the drug is less effective than previously believed or causes undesirable side effects that were
not previously identified, any of the following adverse events could occur:

 regulatory
 authorities may withdraw their approval of the drug or seize the drug;

 we
 may be required to recall the drug or change the way the drug is administered;

 additional
 restrictions may be imposed on the marketing of, or the manufacturing processes for, the particular drug;

 we
 may be subject to fines, injunctions or the imposition of civil or criminal penalties;

 regulatory
 authorities may require the addition of labeling statements, such as a "black box" warning or a contraindication;

 we
 may be required to create a Medication Guide outlining the risks of the previously unidentified side effects for distribution to
 patients;

 we
 could be sued and held liable for harm caused to patients;

 the
 drug may become less competitive; and

 our
 reputation may suffer.

 Any
of these events could have a material and adverse effect on our operations and business.

 Any
product candidate for which we obtain marketing approval, along with the manufacturing processes, qualification testing, post-approval
clinical data, labeling and promotional activities for such product, will be subject to continual and additional requirements of the
FDA and other regulatory authorities.

 These
requirements include submissions of safety and other post-marketing information, reports, registration and listing requirements, good
manufacturing practices, or GMP requirements relating to quality control, quality assurance and corresponding maintenance of records
and documents, and recordkeeping. Even if marketing approval of our product candidate is granted, the approval may be subject to limitations
on the indicated uses for which the product may be marketed or to conditions of approval or contain requirements for costly post-marketing
testing and surveillance to monitor the safety or efficacy of the product. The FDA closely regulates the post-approval marketing and
promotion of pharmaceutical products to ensure such products are marketed only for the approved indications and in accordance with the
provisions of the approved labeling.

 In
addition, later discovery of previously unknown problems with our products, manufacturing processes, or failure to comply with regulatory
requirements, may lead to various adverse results, including:

 restrictions
 on such products, manufacturers or manufacturing processes;

 restrictions
 on the labeling or marketing of a product;

 restrictions
 on product distribution or use;

 requirements
 to conduct post-marketing clinical trials;

 requirements
 to institute a risk evaluation mitigation strategy, or REMS, to monitor safety of the product post-approval;

 warning
 letters issued by the FDA or other regulatory authorities;

 withdrawal
 of the products from the market;

 refusal
 to approve pending applications or supplements to approved applications that we submit;

 recall
 of products, fines, restitution or disgorgement of profits or revenue;

 suspension,
 revocation or withdrawal of marketing approvals;

 refusal
 to permit the import or export of our products; and

 injunctions
 or the imposition of civil or criminal penalties.

 We
currently have no marketing and sales organization and have no experience in marketing products. If we are unable to establish marketing
and sales capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be able to generate
product revenue.

 We
currently have no sales, marketing or distribution capabilities and have no experience as a company in marketing products. If we develop
internal sales, marketing and distribution organization, this will require significant capital expenditures, management resources and
time, and we would have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing
and sales personnel.

 If
we are unable or decide not to establish internal sales, marketing and distribution capabilities, we expect to pursue collaborative arrangements
regarding the sales, marketing and distribution of our products. However, we may not be able to establish or maintain such collaborative
arrangements, or if we are able to do so, their sales forces may not be successful in marketing our products. Any revenue we receive
would depend upon the efforts of such third parties, which may not be successful. We may have little or no control over the sales, marketing
and distribution efforts of such third parties and our revenue from product sales may be lower than if we had commercialized our product
candidates ourselves. We also face competition in our search for third parties to assist us with the sales, marketing and distribution
efforts of our product candidates. There can be no assurance that we will be able to develop internal sales, marketing distribution capabilities
or establish or maintain relationships with third-party collaborators to commercialize any product in the United States or overseas.

 We
face substantial competition from other pharmaceutical and biotechnology companies and our operating results may suffer if we fail to
compete effectively.

 The
development and commercialization of new drug products is highly competitive. We expect that we will face significant competition from
major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide with respect to INKmune, our
DN-TNF product platform, and any other of our product candidates that we may seek to develop or commercialize in the future. Specifically,
due to the large unmet medical need, global demographics and relatively attractive reimbursement dynamics, the oncology market is fiercely
competitive and there are a number of large pharmaceutical and biotechnology companies that currently market and sell products or are
pursuing the development of product candidates for the treatment of cancer. Our competitors may succeed in developing, acquiring or licensing
technologies and drug products that are more effective, have fewer or more tolerable side effects or are less costly than any product
candidates that we are currently developing or that we may develop, which could render our product candidates obsolete and noncompetitive.

 We
rely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow
effectively.

 We
are dependent on certain members of our management, the loss of services of one or more of whom could materially adversely affect us.
In particular, our success depends to a significant extent upon the continued services of Dr. Raymond J. Tesi, our President and CEO.
Dr. Tesi has overseen INmune Bio since inception and provides leadership for our growth and operations strategy as well as being an inventor
of our patents. Although we have entered into an employment agreement with Dr. Tesi, if he were to nevertheless terminate his employment
with us, the loss of the services of Dr. Tesi, would have a material adverse effect on our growth, revenues, and prospective business.
We are also highly dependent on the other principal members of our management and scientific team. We are not aware of any present intention
of any of our key personnel to leave our company or to retire. The loss of any of our key personnel, or the inability to attract and
retain qualified personnel, may significantly delay or prevent the achievement of our research, development or business objectives and
could materially adversely affect our business, financial condition and results of operations.

 Our
ability to manage growth effectively will require us to continue to implement and improve our management systems and to recruit and train
new employees. There can be no assurance that we will be able to successfully attract and retain skilled and experienced personnel.

 Product
liability lawsuits against us could divert our resources, cause us to incur substantial liabilities and limit commercialization of any
products that we may develop.

 We
face an inherent risk of product liability claims as a result of the clinical testing of our product candidate despite obtaining appropriate
informed consent from our clinical trial participants. We will face an even greater risk if we commercially sell any product that we
may develop. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during
clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing,
defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims
could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims,
we may incur substantial liabilities or be required to limit commercialization of our product candidate. Regardless of the merits or
eventual outcome, liability claims may result in:

 decreased
 demand for our product candidate or products that we may develop;

 injury
 to our reputation and significant negative media attention;

 withdrawal
 of clinical trial participants;

 significant
 costs to defend resulting litigation;

 substantial
 monetary awards to trial participants or patients;

 loss
 of revenue;

 reduced
 resources of our management to pursue our business strategy; and

 the
 inability to commercialize any products that we may develop.

 Although
we plan to maintain general liability insurance, this insurance may not fully cover potential liabilities that we may incur. The cost
of any product liability litigation or other proceeding, even if resolved in our favor, could be substantial. In addition, insurance
coverage is becoming increasingly expensive. If we are unable to obtain or maintain sufficient insurance coverage at an acceptable cost
or to otherwise protect against potential product liability claims, it could prevent or inhibit the development and commercial production
and sale of our product candidate, which could adversely affect our business, financial condition, results of operations and prospects.

 We
will need to increase the size and capabilities of our organization, and we may experience difficulties in managing this growth.

 To
execute our business plan, we will need to rapidly add other management, accounting, regulatory, manufacturing and scientific staff.
We currently have 11 full-time employees, 6 part-time employees and retain the services of additional personnel on an independent contractor
basis. We will need to attract, retain and motivate a significant number of new additional managerial, operational, sales, marketing,
financial, and other personnel, as well as highly skilled scientific and medical personnel, and to expand our capabilities to successfully
pursue our research, development, manufacturing and commercialization efforts and secure collaborations to market and distribute our
products. This growth may strain our existing managerial, operational, financial and other resources. We also intend to add personnel
in our research and development and manufacturing departments as we expand our clinical trial and research capabilities. Any inability
to attract and retain qualified employees to enable our planned growth and establish additional capabilities or our failure to manage
our growth effectively could delay or curtail our product development and commercialization efforts and harm our business.

 If
we or any of our third-party manufacturers do not maintain high standards of manufacturing, our ability to develop and commercialize
our product candidate could be delayed or curtailed.

 We
and any third parties that we may use in the future to manufacture our products must continuously adhere to cGMP regulations rigorously
enforced by the FDA through its facilities inspection program. If our facilities or the facilities of third parties who produce our products
do not pass a pre-approval inspection, the FDA will not grant market approval for our product candidates. In complying with cGMP, we
and any third-party manufacturers will need to expend significant time, money and effort in production, record-keeping and quality control
to assure that each component of our product candidates meets applicable specifications and other requirements. We or any of these third-party
manufacturers may also be subject to comparable or more stringent regulations of foreign regulatory authorities. If we or any of our
third-party manufacturers fail to comply with these requirements, we may be subject to regulatory action, which could delay or curtail
our ability to develop, obtain regulatory approval of, and commercialize our product candidates. If our component part manufacturers
and suppliers fail to provide components of sufficient quality, and that meet our required specifications, our clinical trials or commercialization
of our product candidates could be delayed or halted, and we could face product liability claims. There can be no assurance we can manufacture
a scalable quantity of our product for clinical trials or commercialization.

 If
we or our third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law,
we may be liable for damages.

 Our
research and development activities involve the controlled use of potentially hazardous substances, including chemical and biological
materials, by us and any third-party manufacturers. We and such manufacturers will be subject to federal, state and local laws and regulations
in the United States governing the use, manufacture, storage, handling and disposal of medical and hazardous materials. Although we will
seek to ensure that our procedures for using, storing and disposing of these materials comply with legally prescribed standards, we cannot
completely eliminate the risk of contamination or injury resulting from medical or hazardous materials. As a result of any such contamination
or injury, we may incur liability or local, city, state or federal authorities may curtail the use of these materials and interrupt our
business operations. In the event of an accident, we could be held liable for damages or penalized with fines, and the liability could
exceed our resources. We do not have any insurance for liabilities arising from medical or hazardous materials. Compliance with applicable
environmental laws and regulations is expensive, and current or future environmental regulations may impair our research, development
and production efforts, which could harm our business, prospects, financial condition or results of operations.

 We
plan to rely on third parties to conduct clinical trials for our product candidates. Any failure by a third party to meet its obligations
with respect to the clinical development of our product candidate may delay or impair our ability to obtain regulatory approval for our
product candidates.

 We
plan to rely on academic institutions and private oncology centers to conduct clinical trials relating to our product candidates. Our
reliance on third parties to conduct clinical trials could, depending on the actions of such third parties, jeopardize the validity of
the clinical data generated and adversely affect our ability to obtain marketing approval from the FDA or other applicable regulatory
authorities.

 Such
clinical trial arrangements will provide us with information rights with respect to the clinical data, including access to and the ability
to use and reference the data, including for our own regulatory filings, resulting from the clinical trials. If investigators or institutions
breach their obligations with respect to the clinical trials of our product candidate, or if the data proves to be inadequate, then our
ability to design and conduct any future clinical trials may be adversely affected.

 Our
reliance on these third parties for research and development activities will reduce our control over these activities but will not relieve
us of our responsibilities. For example, we will design our clinical trials and will remain responsible for ensuring that each of our
clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Moreover, the FDA requires
us to comply with standards, commonly referred to as good clinical practices, or GCPs, for conducting, recording and reporting the results
of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality
of trial participants are protected. Our reliance on third parties that we do not control will not relieve us of these responsibilities
and requirements. We also are required to register ongoing clinical trials and post the results of completed clinical trials on a government-sponsored
database, ClinicalTrials.gov, within specified timeframes. Failure to do so can result in fines, adverse publicity and civil and criminal
sanctions.

 Furthermore,
these third parties may also have relationships with other entities, some of which may be our competitors. If these third parties do
not successfully carry out their contractual duties, meet expected deadlines or conduct our clinical trials in accordance with regulatory
requirements or our stated protocols, we will not be able to obtain, or may be delayed in obtaining, marketing approvals for our product
candidate and will not be able to, or may be delayed in our efforts to, successfully commercialize our product candidate.

 We
also expect to rely on other third parties to store and distribute drug supplies for our clinical trials. Any performance failure on
the part of our distributors could delay clinical development or marketing approval of our product candidate or commercialization of
our products, producing additional losses and depriving us of potential product revenue.

 Recent
legislative and regulatory activity may exert downward pressure on potential pricing and reimbursement for our products, if approved,
could materially affect our opportunity to commercialize such products.

 The
United States and several other jurisdictions are considering, or have already enacted, a number of legislative and regulatory proposals
to change the healthcare system in ways that could affect our ability to sell any of our products profitably, if approved. Among policy-makers
and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated
goals of containing healthcare costs, improving quality and/or expanding access to healthcare. In the United States, the pharmaceutical
industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. There have
been, and likely will continue to be, legislative and regulatory proposals at the federal and state levels directed at broadening the
availability of healthcare and containing or lowering the cost of healthcare. We cannot predict the initiatives that may be adopted in
the future. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare
services to contain or reduce costs of healthcare may adversely affect:

 the
 demand for any of our products, if approved;

 our
 ability to set a price that we believe is fair for any of our products, if approved;

 our
 ability to generate revenues and achieve or maintain profitability;

 the
 level of taxes that we are required to pay; and

 the
 availability of capital.

 In
March 2010, the Affordable Care Act, or the ACA, became law in the United States (see "Business — Government Regulation").
The goal of ACA is to reduce the cost of healthcare, broaden access to health insurance, constrain healthcare spending, enhance remedies
against fraud and abuse, add transparency requirements for the healthcare and health insurance industries, impose taxes and fees on the
health industry, impose additional health policy reforms, and substantially change the way healthcare is financed by both governmental
and private insurers. While we cannot predict what impact on federal reimbursement policies this legislation will have in general or
on our business specifically, ACA may result in downward pressure on pharmaceutical reimbursement, which could negatively affect market
acceptance of any of our products, if they are approved.

 We
cannot predict what healthcare reform initiatives may be adopted in the future. Further federal, state and foreign legislative and regulatory
developments are likely, and we expect ongoing initiatives to increase pressure on drug pricing. Such reforms could have an adverse effect
on anticipated revenues from product candidates that we may successfully develop and for which we may obtain regulatory approval and
may affect our overall financial condition and ability to develop product candidates.

 Changes
in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

 As
is the case with other pharmaceutical companies, our success is heavily dependent on intellectual property, particularly on obtaining
and enforcing patents. Obtaining and enforcing patents in the pharmaceutical industry involves both technological and legal complexity,
and therefore, is costly, time-consuming and inherently uncertain. In addition, the United States has recently enacted and is currently
implementing wide-ranging patent reform legislation. Further, recent U.S. Supreme Court rulings have either narrowed the scope of patent
protection available in certain circumstances or weakened the rights of patent owners in certain situations. In addition to increasing
uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect
to the value of patents, once obtained.

 In
September 2011, the Leahy-Smith America Invents Act, or the American Invents Act, or AIA, was signed into law. The AIA includes a number
of significant changes to U.S. patent law, including provisions that affect the way patent applications will be prosecuted and may also
affect patent litigation. The USPTO is currently developing regulations and procedures to govern the administration of the AIA, and many
of the substantive changes to patent law associated with the AIA. It is not clear what other, if any, impact the AIA will have on the
operation of our business. Moreover, the AIA and its implementation could increase the uncertainties and costs surrounding the prosecution
of our patent application, which could have a material adverse effect on our business and financial condition.

 An
important change introduced by the AIA is that, as of March 16, 2013, the United States transitioned to a "first-to-file"
system for deciding which party should be granted a patent when two or more patent applications are filed by different parties claiming
the same invention. A third party that files a patent application in the USPTO after that date but before us could therefore be awarded
a patent covering an invention of ours even if we had made the invention before it was made by the third party. This will require us
to be cognizant going forward of the time from invention to filing of a patent application. Furthermore, our ability to obtain and maintain
valid and enforceable patents depends on whether the differences between our technology and the prior art allow our technology to be
patentable over the prior art. Since patent applications in the United States and most other countries are confidential for a period
of time after filing, we cannot be certain that we were the first to either (1) file any patent application related to our product candidates
or (2) invent any of the inventions claimed in our patents or patent applications.

 Among
some of the other changes introduced by the AIA are changes that limit where a patentee may file a patent infringement suit and provide
opportunities for third parties to challenge any issued patent in the USPTO. This applies to all of our U.S. patents, even those issued
before March 16, 2013. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States
federal court necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient
for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented
in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would
not have been invalidated if first challenged by the third party as a defendant in a district court action.

 Government
regulations could impact our ability to price our products

 U.S.
and international governmental regulations that mandate price controls or limitations on patient access to our drugs under development,
create coverage criteria or establish prices paid by government entities or programs for our potential products could impact our business,
and our future results could be adversely affected by changes in such regulations or policies. In addition to the recent expansion of
price controls in the U.S. in the IRA, the adoption of restrictive coverage policies and price controls in new jurisdictions, more restrictive
controls in existing jurisdictions or the failure to obtain or maintain timely or adequate coverage and pricing could also adversely
impact future revenue. We expect pricing pressures and other cost containment measures for drugs and vaccines will continue globally.

 In
the U.S., pharmaceutical product pricing is subject to government and public scrutiny and calls for reform, and many of our products
are subject to increasing pricing pressures as a result. We expect to see continued focus by the U.S. Congress and the Biden Administration
on regulating pricing and access to medicine. For example, in August 2022, the drug pricing provisions of the IRA were signed into law,
which, among other things, require manufacturers of certain drugs to engage in price negotiations with Medicare which will permit the
CMS to set a maximum fair price for selected drugs, impose rebates under Medicare Part B and Medicare Part D to penalize price increases
that outpace inflation, and replace the Part D coverage gap discount program with a new discounting program. The drug pricing provisions
of the IRA began to be implemented in 2022 and implementation efforts are expected to continue over the next several years. In August
2023, the Biden Administration unveiled the first round of medicines subject to the Medicare Drug Pricing Negotiation Program. Health
plans may also require rebates in addition to the maximum fair price for preferred placement on a Medicare plan formulary. The Medicare
Drug Price Negotiation Program is currently subject to legal challenges and therefore, the outcome of the 340B Program remains uncertain.

 Payors
may promote generic drugs and biosimilars more aggressively to generate savings and attempt to stimulate additional price competition.
In addition, we expect that consolidation and integration among pharmacy chains, wholesalers and PBMs will increase pricing pressures
in the industry. Some states have implemented, and others are considering, patient access constraints or cost cutting under state regulated
programs including the Medicaid program. State legislatures also have continued to focus on addressing drug costs, generally by increasing
price transparency or attempting to limit drug price increases for state regulated insurance. Measures to regulate prices or payment
for pharmaceutical products, including legislation on drug importation, such as Florida's drug importation program which was recently
approved by the FDA, could adversely affect our business.

 We
may encounter similar regulatory and legislative issues in other countries in which we may operate. In certain markets, such as in EU
member states, the U.K., Japan, China, Canada and South Korea, governments have significant power as large single payors to regulate
prices, access criteria, or impose other means of cost control, particularly as a result of recent global financing pressures.

 Deterioration
in general economic conditions in the United States, Canada and globally, including the effect of prolonged periods of inflation on
our suppliers, third-party service providers and potential partners, could harm our business and results of operations.

 Our
business and results of operations could be adversely affected by changes in national or global economic conditions. These conditions
include but are not limited to inflation, rising interest rates, availability of capital markets, energy availability and costs,
the negative impacts caused by pandemics and public health crises, negative impacts resulting from the military conflict between Russia
and the Ukraine, and the effects of governmental initiatives to manage economic conditions. Impacts of such conditions could be passed
on to our business in the form of higher costs for labor and materials, higher investigator fees, possible reductions in pharmaceutical
industry-wide spending on research and development and acquisitions and higher costs of capital.

 Public
health threats could have an adverse effect on our operations and financial results.

 Public
health threats, such as the novel coronavirus (COVID-19), influenza and other highly communicable diseases or viruses could adversely
impact our operations and disrupt our ongoing or planned research and development activities. We cannot presently predict the scope and
severity of any potential future business shutdowns or disruptions, but if we or any of the third parties with whom we engage, including
the suppliers, clinical trial sites, regulators and other third parties with whom we conduct business, were to experience shutdowns or
other business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially
and negatively impacted.

 We
are exposed to risks related to currency exchange rates.

 We
conduct a significant portion of our operations outside of the United States. Because our financial statements are presented in U.S.
dollars, changes in currency exchange rates have had and could have in the future a significant effect on our operating results when
our operating results are translated into U.S. dollars.

 Our
employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including
noncompliance with regulatory standards and requirements and insider trading, which could cause significant liability for us and harm
our reputation.

 We
are exposed to the risk of fraud or other misconduct by our employees, principal investigators, consultants and collaborators, including
intentional failures to comply with FDA or Office of Inspector General regulations or similar regulations of comparable non-U.S. regulatory
authorities, provide accurate information to the FDA or comparable non-U.S. regulatory authorities, comply with manufacturing standards
we have established, comply with federal and state healthcare fraud and abuse laws and regulations and similar laws and regulations established
and enforced by comparable non-U.S. regulatory authorities, report financial information or data accurately or disclose unauthorized
activities to us. Misconduct by these parties could also involve the improper use of information obtained in the course of clinical trials,
which could result in regulatory sanctions and serious harm to our reputation. It is not always possible to identify and deter misconduct,
and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses
or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such
laws, standards or regulations. Such actions could have a significant impact on our business and results of operations, including the
imposition of significant fines or other sanctions.

 A
cybersecurity incident and other technological disruptions could negatively affect our business and our relationships with customers.

 We
use technology in substantially all aspects of our business operations. The widespread use of technology, including mobile devices, cloud
computing, and the internet, gives rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent
release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information
and intellectual property, including information relating to suppliers, private information about employees, and financial and strategic
information about us and our business partners. If we fail to effectively assess and identify cybersecurity risks associated with the
use of technology in our business operations, we may become increasingly vulnerable to such risks. Additionally, while we have implemented
measures to prevent security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely
effective. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property,
or interference with our information technology systems or the technology systems of third parties on which we rely, could result in
business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive
disadvantage.

 Use
of social media platforms presents new risks.

 We
believe that our potential patient population is active on social media. Social media practices in the pharmaceutical and biotechnology
industries are evolving, which creates uncertainty and risk of noncompliance with regulations applicable to our business. For example,
patients may use social media platforms to comment on the effectiveness of, or adverse experiences with, a product candidate, which could
result in reporting obligations. In addition, there is a risk of inappropriate disclosure of sensitive information or negative or inaccurate
posts or comments about us or our product candidates on any social networking website. In addition, our employees or third parties with
whom we contract, such as our CROs or CMOs, may knowingly or inadvertently make use of social media in a manner that may give rise to
liability, lead to the loss of trade secrets or other intellectual property or result in public exposure of personal information of our
employees, clinical trial patients, customers and others or information regarding our product candidates or clinical trials. Any of these
events could have a material adverse effect on our business, prospects, operating results and financial condition and could adversely
affect the price of our common shares.

 Certain
shares previously sold under our Sales Agreement with BTIG LLC with respect to our At-the-Market Offering may have been sold in violation
of federal and state securities laws and may be subject to rescission rights and other penalties, requiring us to repurchase shares sold
thereunder.

 In
connection with our Sales Agreement, we became aware that our shelf registration statement on Form S-3 (file number 333-237368) (the
"Prior Registration Statement") expired on April 2, 2023. Prior to becoming aware of the expiration, we sold an aggregate
of 75,697 shares of our common stock following the expiration of the Prior Registration Statement and through July 17, 2023 at an average
price of approximately $10.56 per share for an aggregate of approximately $799,212 under the Prior Registration Statement pursuant to
the Sales Agreement (the "Sales"). Because the Prior Registration Statement had already expired, the Sales could be determined
to be unregistered sales of securities and, in accordance with Section 5 of the Securities Act, direct purchasers in the Sales may have
rescission rights pursuant to which they may be entitled to recover the amount paid for such shares, plus statutory interest, upon returning
the shares to us within one year from the transaction date. In addition, we could be subject to enforcement actions or penalties and
fines by federal and/or state regulatory authorities. We cannot predict the likelihood of any claims or actions being brought against
us or the amount of any penalties or fines in connection with the Sales.

 Risks
Related to our Common Stock

 We
do not intend to pay dividends for the foreseeable future.

 We
have paid no dividends on our common stock to date, and we do not anticipate paying any dividends to holders of our common stock in the
foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, we anticipate
that we will retain any earnings to finance our future expansion and for the implementation of our business plan. As an investor, you
should take note of the fact that a lack of a dividend can further affect the market value of our common stock and could significantly
affect the value of any investment in our Company.

 We
are subject to the reporting requirements of federal securities laws, which can be expensive and may divert resources from other projects,
thus impairing our ability grow.

 We
are a public reporting company and, accordingly, subject to the information and reporting requirements of the Exchange Act and other
federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The costs of
preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports
to stockholders would cause our expenses to be higher than they would be if we remained privately held.

 It
may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by
the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to
develop and implement appropriate internal controls and reporting procedures.

 We
are an "emerging growth company" within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and
if we decide to take advantage of certain exemptions from various reporting requirements applicable to emerging growth companies, our
common stock could be less attractive to investors.

 We
will remain an emerging growth company until the earliest of (1) the last day of the fiscal year during which we have total annual gross
revenues of $1.235 billion or more, (2) December 31, 2024 (the last day of the fiscal year following the fifth anniversary of the completion
of our initial public offering), (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion
in non-convertible debt, and (4) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange
Act of 1934, as amended, or the Exchange Act (i.e., the first day of the fiscal year after we have (a) more than $700.0 million in outstanding
common equity held by our non-affiliates, measured each year on the last day of our second fiscal quarter, and (b) been public for
at least 12 months).

 Even
after we no longer qualify as an emerging growth company, we may still qualify as a "smaller reporting company," which would
allow us to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may
rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market
for our common stock and our stock price may be more volatile.

 Our
stock price may be volatile.

 The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:

 changes
 in our industry;

 competitive
 pricing pressures;

 our ability to obtain working
 capital financing;

 additions or departures
 of key personnel;

 limited "public float"
 in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the
 market price for our common stock;

 sales of our common stock;

 our ability to execute
 our business plan;

 operating results that
 fall below expectations;

 loss of any strategic relationship;

 regulatory developments;

 economic and other external
 factors;

 period-to-period fluctuations
 in our financial results; and

 inability to develop or
 acquire new or needed technology or products.

 In
addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
our Common Stock.

 You
may have difficulty trading and obtaining quotations for our common stock.

 Our
securities are not actively traded, and the bid and asked prices for our common stock may fluctuate widely. As a result, investors may
find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity
of the common stock and would likely reduce the market price of our common stock and hamper our ability to raise additional capital.
There is a limited market for our securities. Accordingly, investors may therefore bear the economic risk of an investment in our securities
for an indefinite period of time.

 Additional
stock offerings in the future may dilute your percentage ownership of our company.

 Given
our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock
or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock
options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.

 Anti-takeover
provisions in our stockholder rights plan could make a third-party acquisition of us difficult.

 We
have a stockholder rights plan that may have the effect of discouraging unsolicited takeover proposals. Specifically, the rights issued
under the stockholder rights plan could cause significant dilution to a person or group that attempts to acquire us on terms not approved
in advance by our board of directors. The rights plan is not intended to prevent a takeover, and we believe it will enable all our stockholders
to realize the full potential value of their investment in the Company and protect the Company and its stockholders from efforts to obtain
control of the Company that are inconsistent with the best interests of the Company and its stockholders. The rights under the plan will
expire on December 30, 2024, subject to a possible earlier expiration to the extent provided in the stockholder rights plan, unless extended.

 Sales
of our common shares by our employees, including our executive officers, could cause the trading price of our common shares to fall or
prevent it from increasing for numerous reasons, and sales by such persons could be viewed negatively by other investors.

 In
accordance with the guidelines specified under Rule 10b5-1 under the Exchange Act, as amended, equivalent legislation in applicable jurisdictions,
and our policies regarding equity transactions, a number of our employees, including executive officers, may adopt share trading plans
pursuant to which they have arranged to sell common shares from time to time in the future. Generally, sales of common shares, including
sales under such plans, by our executive officers and directors require public filings. Sales of our common shares by such persons could
cause the price of our common shares to fall or prevent it from increasing. If sales by employees, executive officers, or directors cause
a substantial number of our common shares to become available for purchase in the public market, the price of our common shares could
fall or may not increase. Also, sales by such personnel could be viewed negatively by holders and potential purchasers of our common
shares.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 Risk Management and Strategy

 We
have processes for assessing, identifying and managing cybersecurity risks, which are built into our information technology function
and are designed to help protect our Company from cyber threats as well as secure our networks and systems. Such processes include safeguards,
response plan, and review of our policies and procedures to identify risks. We engage an external party to enhance our cybersecurity
oversight.

 Governance

 Our
Audit Committee of the Board of Directors, or the Audit Committee, is responsible for overseeing cybersecurity risk and periodically
updates our Board of Directors on such matters. The Audit Committee receives periodic updates from management regarding cybersecurity
matters, and is notified between such updates regarding any significant new cybersecurity threats or incidents. We do not believe that
there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy,
results of operations or financial condition.

 Our Chief Financial Officer
is responsible for the operational oversight of company-wide cybersecurity strategy, policy, and standards across relevant departments
to assess and help prepare us to address cybersecurity risks.

 ITEM
2. PROPERTIES

 The Company leases approximately
5,000 square feet of office space in Boca Raton, Florida from a third-party, which serves as the headquarters of the Company. We currently
pay approximately $16,000 per month for this lease which expires in March 2027.

 We
believe our current facilities are suitable and adequate to meet our current needs.

 ITEM
3. LEGAL PROCEEDINGS

 We
currently are not a party to any material litigation or other material legal proceedings. We may, from time to time, be subject to legal
proceedings and claims arising in the normal course of business.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Common
Stock

 Our common stock trades under
the symbol "INMB" on the Nasdaq and has been publicly traded since February 4, 2019. Prior to this time, there was no public
market for our common stock.

 As
of December 31, 2023, there were 26 holders of record of our common stock. Because shares of our common stock are held by depositories,
brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of record holders.

 Dividend
Policy

 We
have not declared any cash dividends on our common stock since inception and do not anticipate paying such dividends in the foreseeable
future. We plan to retain any future earnings for use in our business operations. Any decisions as to future payment of cash dividends
will depend on our earnings and financial position and such other factors as the Board of Directors deems relevant.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial
statements and notes thereto appearing elsewhere in this Annual Report. In addition to historical financial information, the following
discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results could
differ materially from those anticipated by these forward-looking statements as a result of many factors. We discuss factors that we
believe could cause or contribute to these differences below and elsewhere in this Form 10-K, including those set forth under "Risk
Factors" and "Forward-Looking Statements."

 Overview

 We
are a clinical-stage immunology company focused on developing drugs that may reprogram the patient's innate immune system to treat
disease. We believe this may be done by targeting cells of the innate immune system that cause acute and chronic inflammation and are
involved in immune dysfunction associated with chronic diseases such as cancer and neurodegenerative diseases. The Company's drugs
are in clinical trials and have not been approved by a regulatory authority. The Company has two therapeutic platforms – a dominant-negative
TNF platform ("DN-TNF", "XPro ", "XPro1595 " or " pegipanermin") and
a Natural Killer ("NK", or "INKmune ") platform. The DN-TNF platform neutralizes soluble TNF ("sTNF")
without affecting trans-membrane TNF ("tmTNF") or TNF receptors -TNFR1 and TNFR2. This unique biologic mechanism differentiates
the DN-TNF drugs from currently approved non-selective TNF inhibitors that inhibit both sTNF and tmTNF. Protecting the function of tmTNF
and TNF receptors while neutralizing the function of sTNF is a potent anti-inflammatory strategy that does not cause immunosuppression
or demyelination which occur in the currently approved non-selective TNF inhibitors. Currently approved non-selective TNF inhibitors
treat autoimmune disease, but are contraindicated in patients with infection, cancer and neurologic diseases because they increase the
risk of infection, cancer and demyelinating neurologic diseases, respectively; these safety problems are due to off-target effects on
inhibiting tmTNF. The NK platform targets the dysfunctional natural killer cells in patients with cancer. NK cells are part of the normal
immunologic response to cancer with important roles in immunosurveillance to prevent cancer and in preventing relapse by eliminating
residual disease. Residual disease is the cancer left behind after therapy is finished. Residual disease can grow to cause relapse. The
mechanism by which INKmune improves the ability of the patient's NK cells to kill their cancer is complex. The NK cells of cancer
patients lose the ability to bind and kill cancer cells. A measure of NK cell binding to cancer cells is avidity. The higher the avidity,
the greater the bond between the NK cell to cancer cell and thus the greater NK killing of cancer cells. INKmune increases NK avidity
and further improves mitochondrial function and upregulates nutrient receptors. These metabolic changes may help the INKmune primed NK
cell to function in the hostile tumor microenvironment and persist much longer. These mechanisms improve the ability of INKmune primed
NK cells to overcome the immune evasion of the patient's cancer cells. We believe INKmune is best used to eliminate residual disease
after the patient has completed other cancer therapies. Both the DN-TNF platform and the INKmune platform can be used to treat multiple
diseases. The DN-TNF platform will be used as an immunotherapy for the treatment of cancer and neurodegenerative disease. INKmune is
being developed to treat NK sensitive hematologic malignancies and solid tumors.

 We believe our DN-TNF platform
can be used as a CNS ("central nervous system") therapy to target glial activation to prevent progression of Alzheimer's
disease ("AD"); to target neuroinflammation in treatment resistant depression ("TRD"); as a drug to prevent muscle
degeneration, prevent fibrosis and promote muscle regeneration in Duchene muscular dystrophy ("DMD"); and as a cancer therapy
to reduce resistance in immunotherapy. The primary focus of the company's development efforts for XPro is AD. The next indication
to be developed with XPro will be TRD. Treatment of DMD and cancer will occur when partners for the programs are found. The drug is named
differently for the oncology and CNS indications; INB03 or XPro, respectively, but it is the same drug product. For DMD, the company
is exploring DN-TNF compounds that is optimized for the treatment of DMD. This novel compound has the same mechanism of action but has
novel IP protection. In each case, we believe neutralizing sTNF is a cornerstone to the treatment of these diseases. As an immunotherapy
for cancer, we are using INB03 to neutralize sTNF produced by HER2+ trastuzumab resistant breast cancers to reverse resistance to targeted
therapy. sTNF produced by the tumor causes an up-regulation of MUC4 express causing steric hindrance of trastuzumab binding to the HER
receptor on HER2+ breast cancer cells. Without binding, trastuzumab based therapies are not effective. Neutralizing sTNF reverses MUC4
expression converting a trastuzumab resistant breast cancer cell into a trastuzumab sensitive breast cancer cell. In addition, INB03 may
change the immunobiology of the tumor microenvironment by decreasing the number of immunosuppressive myeloid cells, both myeloid derived
suppressor cells and tumor active macrophages, and increasing the number of cytotoxic lymphocytes and phagocytic macrophages in the TME.
The Company has completed an open label dose escalation trial in cancer patients with metastatic solid tumors that have failed multiple
lines of therapy. The pre-clinical data in MUC4+ expressing tumors and the clinical trial informs the design of a future Phase II trial
by demonstrating that INB03 was safe and well tolerated, defined the dose of INB03 to carry into Phase II trials, and demonstrated a pharmacodynamic
end-point. The company does not plan to commence a Phase II trial in patients with advanced MUC4+ expressing cancer until a partner can
be found.

 Likewise, we believe the DN-TNF
platform can be used to treat selected neurodegenerative diseases by modifying the brain microenvironment ("BME"). The Company
believes the core pathology of cognitive decline is a combination of neurodegeneration and synaptic dysfunction. Neurodegeneration is
nerve cell death that may include demyelination. Synaptic dysfunction means the connections between nerve cells stop working efficiently
and may decrease in number. The combination of neurodegeneration and synaptic dysfunction causes cognitive decline and behavioral changes
associated with Alzheimer's disease ("AD"). XPro completed a Phase I trial treating patients with Alzheimer's
disease that was partially funded by a Part-the-Clouds Award from the Alzheimer's Association. We believe XPro targets activated
microglia and astrocytes of the brain that produce sTNF that promotes nerve cell loss, synaptic dysfunction and prevents myelin repair
- key elements in the development of dementia. In animal models, elimination of sTNF prevents nerve cell dysfunction, reverses synaptic
pruning and promotes myelin repair. The Phase I trial in patients with biomarkers of inflammation with AD has been completed. The open
label, dose escalation trial was designed to demonstrate that XPro can safely decrease neuroinflammation in patients with ADi. ADi is
the term used to delineate patients with AD with biomarkers of inflammation. The endpoints of the trial were measures of neuroinflammation
and neurodegeneration in blood and cerebral spinal fluid by measuring changes in inflammatory cytokine levels in the CNS and using MRI-DTI
to measure brain microstructural changes. XPro, at the 1mg/kg/week dose, decreased inflammatory cytokines in the CSF in the brain demonstrating
that XPro can decrease neuroinflammation in patients with AD. We also studied downstream benefits of decreasing neuroinflammation by measuring
changes in the CSF proteome and quantifying changes in novel white matter MRI biomarkers. XPro significantly decreases biomarkers of neurodegeneration as
measured by changes in the CSF proteome including neurofilament light chain, phospho Tau 217 and VILIP-1; decreases of 84%, 46% and 91%
respectively after 3 months of therapy. Three months of XPro therapy improved measures of synaptic function, as measured in the CSF proteome
including a 222% increase in Contactin 2 and a 56% decrease neurogranin, changes that contribute to improved synaptic function.

 The successful completion
of the Phase I trial in AD has informed the design of a blinded randomized, placebo-controlled Phase II trial in patients with early ADi.
Early ADi includes patients with AD and MCI who have at least one biomarker of inflammation (ADi and MCI 2 respectively). The
early ADi trial is a blinded randomized trial to test if treatment of early AD patients with neuroinflammation with XPro will affect cognitive
decline. The Phase II trial in early ADi has six important elements. Two hundred and one patients are being enrolled in a 2:1 ratio (XPro
vs placebo). The patients will receive 1mg/kg/week as a subcutaneous injection for six months. An enrichment strategy identical to the
successful strategy used in the Phase I trial will be used to ensure patients have neuroinflammation. Patients will need to have one or
more enrichment criteria: elevated blood level of at least one of C-reactive protein, hemoglobin A1c, erythrocyte sedimentation and at
least one allele of ApoE4. The primary end-point will be Early/mild Alzheimer's Cognitive Composite ("EMACC"), a validated
cognitive measure that is more sensitive than traditional end-points used in many studies of patients with early AD. The AD program is
open in the United States, Australia, Canada, the United Kingdom, France, Germany, Spain, Czech Republic and Slovakia. All patients will
be offered to stay on therapy for at least 12 months in an extension trial. Clinical and biomarker data will be collected during the extension
trial.

 There are at least 4 clinical
milestones associated with the Phase II trial in AD. Enrollment of 201 patients in the Phase II AD trial should be complete by mid-year.
Six months after the last patient is enrolled, top line cognition data with EMACC will be available. Secondary end-points which include
blood biomarker, neuroimaging and additional neuropsychiatric end-points will be available after data base lock 2-3 months after top line
data. Finally, several months after all the data are analyzed, the Company plans an end-of-phase II meeting with the FDA to finalize plans
for the pivotal Phase III trial. The Company plans to apply for an accelerated pathway during 2024. XPro for treatment of AD may be eligible
for one or both accelerated approval pathways. The Company plans to submit of Fast Track status in 2024. We expect to be eligible for
Break Through status after completion of the Phase II in 2025.

 Effective therapy for TRD
is a large unmet need. Twenty percent of patients with a Major Depressive Disorder have TRD. Once third of TRD patients have peripheral
biomarkers to inflammation (elevated CRP). This is a large patient population. The role of TNF and anti-TNF therapeutics was explored
in a small open label clinical trial by Prof. Andrew Miller, MD of Emory University demonstrated the patients have elevated TNF levels
and treatment with infliximab treated their depression (Miller, 2011). The Company received a $2.9M USD award from the National Institute
of Mental Health ("NIMH") to treat TRD with XPro. The blinded, randomized Phase II trial will use biomarkers of peripheral
inflammation to select patients with TRD for enrollment. Patients will be treated for 6 weeks. Primary end-points include both clinical
and neuroimaging measures. The final trial design is ongoing and discussions with the FDA are not complete. The Company received authorization
to initiate a clinical trial in AD in the US during January 2024. The TRD trial is expected to start enrollment after the AD Phase II
trial finishes patient enrollment.

 We believe that INKmune improves
the ability of the patient's own NK cells to attack their tumor. INKmune interacts with the patient's NK cells to convert
them from inert resting NK cells into memory-like NK cells that kill the patient's cancer cells. INKmune is a replication incompetent
proprietary cell line that is given to the patient after determining that i) the patient has adequate NK cells in their circulation and
ii) those NK cells are functional when exposed to INKmune in vitro. INKmune is designed to be given to patients after their immune system
has recovered after cytotoxic chemotherapy to target the residual disease that remains after treatment with cytotoxic therapy. We believe
INKmune can be used to treat numerous hematologic malignancies and solid tumors including leukemia, multiple myeloma, lymphoma, lung,
ovary, breast, renal and prostate cancer. The Company had a Phase I trial using INKmune to treat patients with high risk MDS/AML, a form
of leukemia. Two patients were treated in the Phase I trial for MDS, three patients have been treated compassionately in AML and another
MDS patient is expected to be treated shortly. During March 2024, the Company decided to terminate further enrollment in the MDS/AML trial.
In the patients, INKmune therapy is safe, produces memory-like NK cells that kill cancer in vitro, and promotes development of cancer
killing memory-like NK cells that can be found in the patient's circulation of 4 months. The Company initiated a separate Phase
I/2 trial of INKmune in a metastatic castrate resistant prostate cancer. The open label trial enrolled the first patient in December 2023.

 The Phase I/II trial using
INKmune to treat patients with metastatic castrate resistant prostate cancer (mCPRC) is an open label trial. Biomarker data from the patients
will be visible as patients are treated. The Company will report data from each cohort as it becomes available. In addition to clinical
data, the Company will communicate when the Phase I portion of the trial has completely enrolled. This is expected in September 2024.
Because of the modified Bayesian design, the Company estimates the trial will be completely enrolled 1H25 with top-line data available
6 months later. Topline data is divided into immunologic and tumor response variables. The most important immunologic response variable
is related to memory like NK cell persistence. This is how long are the number of mlNK cells in patients blood compared to baseline. There
are 3 important variables to tumor response: i) blood PSA changes; ii) change in PMSA scan and iii) change in circulating tumor DNA (ctDNA).
Ideally, the levels of all three variables decrease with treatment. We do not expect this 6 month trial to provide survival data.

 We continue to incur significant
development and other expenses related to our ongoing operations. As a result, we are not and have never been profitable and have incurred
losses in each period since our inception, resulting in substantial doubt in our ability to continue as a going concern. We reported a
net loss of $30.0 million and $27.3 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and
2022, we had cash and cash equivalents of $35.8 million and $52.2 million, respectively. We expect to continue to incur significant losses
for the foreseeable future, and we expect these losses to increase as we continue our research and development of, and seek regulatory
approvals for, our product candidates. The size of our future net losses will depend, in part, on the rate of future growth of our expenses
and our ability to generate revenues, if any.

 Our recurring net losses
and negative cash flows from operations raised substantial doubt regarding our ability to continue as a going concern within one year
after the issuance of our consolidated financial statements for the year ended December 31, 2023. Until we can generate sufficient revenue
from the commercialization of our product candidates, we expect to finance our operations through the public or private sale of equity,
debt financings or other capital sources, such as government funding, collaborations, strategic alliances, divestment of non-core assets,
or licensing arrangements with third parties. To date, the Company has relied on equity and debt financing to fund its operations.

 As
a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company"
under the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that
are otherwise applicable generally to public companies. These provisions include:

 only two years of audited
 financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's
 Discussion and Analysis of Financial Condition and Results of Operations" disclosure;

 reduced disclosure about
 our executive compensation arrangements;

 no non-binding advisory
 votes on executive compensation or golden parachute arrangements;

 exemption from the auditor
 attestation requirement in the assessment of our internal control over financial reporting; and

 delaying the adoption of
 new or revised accounting standards that have different effective dates for public and private companies until those standards apply
 to private companies.

 We
have elected to take advantage of the above-referenced exemptions and we may take advantage of these exemptions for up to five years
or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more
than $1.235 billion in annual revenues, we have more than $700 million in market value of our stock held by non-affiliates, or we issue
more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced
burdens.

 Components
of Operating Results

 Operating
Expenses

and Development

and development expense consists of expenses incurred while performing research and development activities to discover and develop our
product candidates. This includes conducting preclinical studies and clinical trials, manufacturing development efforts and activities
related to regulatory filings for product candidates. We recognize research and development expenses as they are incurred. Our research
and development expense primarily consist of:

 clinical
 trial and regulatory-related costs;

 expenses
 incurred under agreements with investigative sites and consultants that conduct our clinical trials;

 manufacturing
 and testing costs and related supplies and materials; and

 employee-related
 expenses, including salaries, benefits, travel and stock-based compensation

 The
following table summarizes our research and development expenses by product candidate for the periods indicated (in thousands):

 2023

 2022

 External Costs

 DN-TNF – Alzheimer's disease

 $
 13,817

 $
 12,573

 INKmune – High Risk MDS/AML & Prostate Cancer

 3,296

 1,495

 Preclinical and other programs

 1,903

 Accrued research and development rebate

 (3,040
)

 (3,531
)

 Total external costs

 14,994

 12,440

 Internal Costs

 5,279

 4,627

 $
 20,273

 $
 17,067

 We
typically use our employee resources across our development programs. We track outsourced development costs by product candidate or development
program, but we do not allocate internal costs personnel costs including salaries and stock-based compensation to specific product candidates
or development programs.

 We
participate, through our wholly owned subsidiary in Australia, in the Australian research and development tax incentive program, such
that a percentage of our qualifying research and development expenditures are reimbursed by the Australian government, and such incentives
are reflected as a reduction of research and development expense. The Australian research and development tax incentive is recognized
when there is reasonable assurance that the incentive will be received, the relevant expenditure has been incurred and the amount of
the consideration can be reliably measured.

 Substantially
all of our research and development expenses to date have been incurred in connection with our current and future product candidates.
We expect our research and development expenses to increase significantly for the foreseeable future as we advance an increased number
of our product candidates through clinical development, including the conduct of our planned clinical trials and manufacturing drug to
be used in those clinical trials. The process of conducting clinical trials necessary to obtain regulatory approval is costly and time
consuming. The successful development of product candidates is highly uncertain. At this time, we cannot reasonably estimate the nature,
timing or costs required to complete the remaining development of any product candidates. This is due to the numerous risks and uncertainties
associated with the development of product candidates.

 The
costs of clinical trials may vary significantly over the life of a project owing to, but not limited to, the following:

 per
 patient trial costs;

 the
 number of sites included in the clinical trials;

 the
 countries in which the clinical trials are conducted;

 the
 length of time required to enroll eligible patients;

 the
 number of patients that participate in the clinical trials;

 the
 number of doses that patients receive;

 the
 cost of comparative agents used in clinical trials;

 the
 drop-out or discontinuation rates of patients;

 potential
 additional safety monitoring or other studies requested by regulatory agencies;

 the
 duration of patient follow-up;

 the
 efficacy and safety profile of the product candidate; and

 the
 cost of manufacturing, finishing, labeling and storage drug used in the clinical trial

 We
do not expect any of our product candidates to be commercially available for at least the next several years, if ever. We expect to continue
to incur significant expenses and increasing operating losses for the foreseeable future, which may fluctuate significantly from quarter-to-quarter
and year-to-year. We anticipate that our expenses will increase substantially as we:

 continue
 research and development, including preclinical and clinical development of our existing product candidates;

 potentially
 seek regulatory approval for our product candidates;

 seek
 to discover and develop additional product candidates;

 establish
 a commercialization infrastructure and scale up our manufacturing and distribution capabilities to commercialize any of our product
 candidates for which we may obtain regulatory approval;

 seek
 to comply with regulatory standards and laws;

 maintain,
 leverage and expand our intellectual property portfolio;

 hire
 clinical, manufacturing, scientific and other personnel to support our product candidate's development and future commercialization
 efforts;

 add
 operational, financial and management information systems and personnel; and

 incur
 additional legal, accounting and other expenses in operating as a public company.

and Administrative Expenses

and administrative expenses consist principally of payroll and personnel expenses, including stock-based compensation; professional fees
for legal, consulting, accounting and tax services; insurance, overhead, including rent and utilities; and other general operating expenses
not otherwise classified as research and development expenses.

 Other
income, net

 Other
expense consists primarily of interest expense incurred on debt, partially offset by interest income from a money market investment.

 Critical
Accounting Policies and Significant Judgments and Estimates

 This
management's discussion and analysis of our financial condition and results of operations is based on our financial statements,
which we have prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial
statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of our financial statements, as well as the reported revenues and expenses during the
reported periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on
various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

 In-Process
Research and Development

 The
Company evaluates the carrying value of indefinite-lived intangible assets, which consists of in-process research and development ("IPR&D"),
on an annual basis or more frequently when indicators of impairment exist. An impairment of indefinite-lived intangible assets would
occur if the fair value of the intangible asset is less than the carrying value. Intangible assets with finite lives are tested for impairment
when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If these facts and circumstances
exist, the Company assesses for recovery by comparing the carrying values of the assets with their future undiscounted net cash flows.
Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected
undiscounted cash flows.

 IPR&D
assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects.
During the period the assets are considered indefinite-lived, they are tested for impairment. If the related project is terminated or
abandoned, the Company may have a full or partial impairment related to the IPR&D assets, calculated as the excess of their carrying
value over fair value. The valuation process is very complex and requires significant input and judgment using internal and external
sources with respect to the Company's future revenue and expense growth rates, changes in working capital use, the selection of
an appropriate discount rate, and other assumptions and estimates.

and Development ("R&D")

 R&D
expenses consist primarily of costs related to clinical studies and outside services, personnel expenses, and other R&D expenses.
Clinical studies and outside services costs relate primarily to services performed by clinical research organizations and related clinical
or development manufacturing costs, materials and supplies, filing fees, regulatory support, and other third-party fees. Personnel expenses
relate primarily to salaries, benefits and share-based compensation. R&D expenditures are charged to operations as incurred.

 We
recognize R&D tax credits receivable from the Australian government for spending on R&D as a reduction of R&D expenses.

 Stock-Based
Compensation

 We
measure and recognize compensation expense for all stock-based awards granted to service providers, employees, and directors based on
the estimated fair value of the award on the grant date. We calculate the estimated fair value of stock options on the date of grant
using the Black-Scholes option-pricing model, which is impacted by the fair value of our common stock, as well as changes in assumptions
regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the market value of common
stock on the grant date, the expected dividend yield, the expected term of the awards, the risk-free interest rates and the expected
common stock price volatility over the term of the option awards. The expected volatility is based on the historical volatility of a
few unrelated public companies within our industry over the most recent period commensurate with the estimated expected term of our stock
options as we have insufficient historical information regarding the volatility of the share price of our common stock. We use the simplified
approach to determine the expected term as we do not have sufficient data related to stock option exercises. The risk-free interest rate
for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. We have
never declared or paid dividends and have no plans to do so in the foreseeable future.

 We
recognize the fair value of stock options on a straight-line basis over the period during which a service provider is required to provide
services in exchange for the award (generally the vesting period). We account for forfeitures as they occur.

 Off-Balance
Sheet Arrangements

the periods presented, we did not have any off-balance sheet arrangements as defined under SEC rules.

 Licensing
and Collaboration Agreements

 We
anticipate that in-licensing, out-licensing and strategic collaborations will become an integral part of our operations, providing the
company with opportunities to leverage our partners' expertise and capabilities to further expand the potential of our technologies,
product candidates and revenue streams.

 Xencor

 In October 2017, we licensed
INB03 (also known as XPro) from Xencor. This exclusive, global, unrestricted license came with considerable know-how, intellectual property,
pre-clinical data, regulatory documentation and product stocks. Currently, we are focused on using this asset in a neurological indication.
In the future, we may develop the asset in a wide variety of therapeutic areas, with a variety of delivery techniques by ourselves or
in conjunction with partners.

 Results
of Operations

 Comparison
of the Years Ended December 31, 2023 and December 31, 2022

 2023

 2022

 Change

 Revenues

 $
 (155
)

 $
 (374
)

 $

 General and Administrative

 9,623

 9,258

 Research and Development

 20,273

 17,067

 3,206

 Other Expense, net

 1,348

 (1,081
)

 $
 30,008

 $
 27,299

 $
 2,709

 Revenues

2023 and 2022, the Company sold MSC's to one customer and recognized $155,000 and $374,000 of revenues, respectively.

and Administrative

and administrative expenses were $9.6 million for the year ended December 31, 2023, compared to $9.3 million for the year ended December
31, 2022. The increase in general and administrative expenses is due to higher stock-based compensation ($0.1 million higher during the
year ended December 31, 2023), higher travel expense ($0.1 million higher during the year ended December 31, 2023) and higher professional
fees ($0.1 million higher during the year ended December 31, 2023).

and Development

 Research and development expenses increased to $20.3 million for the
year ended December 31, 2023 from $17.1 million for the year ended December 31, 2022. The increase in research and development expenses
during the year ended December 31, 2023 compared to 2022 is mainly due to the Company incurring $1.8 million of higher costs in connection
with our INKmune clinical trials, $1.2 million higher costs with our Alzheimer's clinical trial, $0.7 million higher internal costs
and $0.5 million lower accrued R&D rebate, partially offset by $1.0 million lower of preclinical and other expenses.

 Other
Expense, net

 Other
expense, net decreased to $0.3 million during the year ending December 31, 2023, compared to $1.3 million during the year ending December
31, 2022. The decrease in other expense is due to the Company earning higher interest income from money market investments in 2023 ($1.3
million higher) partially offset by higher interest expense on the Company's debt in 2023 ($0.3 million higher).

 Liquidity
and Capital Resources

 Liquidity
is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate
on an ongoing basis.

 We incurred a net loss of $30,008,000 and $27,299,000 for the years
ended December 31, 2023 and 2022, respectively. Net cash used in operating activities was $11,980,000 and $22,686,000 for the years ended
December 31, 2023 and 2022, respectively. Since inception, we have funded our operations primarily with proceeds from the sales of our
common stock. As of December 31, 2023, we had cash and cash equivalents of $35,848,000. We anticipate that operating losses and net cash
used in operating activities will increase over the next few years as we advance our products under development.

 Our
primary uses of capital are, and we expect will continue to be, third-party clinical and preclinical research and development services,
costs incurred to manufacture our drugs under development, compensation and related expenses, legal, patent and other regulatory expenses
and general overhead costs. We believe our use of CROs provides us with flexibility in managing our spending.

 The Company incurs significant
research and development expenses in Australia and the United Kingdom. Fluctuations in the rate of exchange between the United States
dollar and the pound sterling as well as the Australian dollar could adversely affect our financial results, including our expenses
as well as assets and liabilities. We currently do not hedge foreign currencies but will continue to assess whether that strategy is appropriate.
As of December 31, 2023, the cash balance held by our foreign subsidiaries with currencies other than the United States dollar was approximately
$0.5 million.

 Our recurring net losses and
negative cash flows from operations, as well as forecast of continued losses and negative cash flows from operations, raised substantial
doubt regarding our ability to continue as a going concern within one year after the issuance of our consolidated financial statements
for the year ended December 31, 2023. Until we can generate sufficient revenue from the commercialization of our product candidates,
we expect to finance our operations through the public or private sale of equity, debt financing or other capital sources, such as government
funding, collaborations, strategic alliances, divestment of non-core assets, or licensing arrangements with third parties. Our cash and
cash equivalents were $35.8 million and total current assets were $21.5 million at December 31, 2023, which the Company is projecting
will be insufficient to sustain its operations through one year following the date that the financial statements are issued.

 Additional capital may not
be available on reasonable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable
to us, we may have to significantly delay, scale back or discontinue the development of one or more of our product candidates or cease
operations. If we raise additional funds through the issuance of additional debt or equity securities it could result in dilution to our
existing stockholders, increased fixed payment obligations and these securities may have rights senior to those of our common stock and
could contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability
to incur additional debt, limitations on our ability to acquire, sell or license our intellectual property rights and other operating
restrictions that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business,
financial condition and prospects.

 Financing strategies we
may pursue include, but are not limited to, the public or private sale of equity, debt financing or funds from other capital sources,
such as government or grant funding, collaborations, strategic alliances, divestment of non-core assets, or licensing arrangements with
third parties. There can be no assurances additional capital will be available to secure additional financing, or if available, that it
will be sufficient to meet our needs on favorable terms. If we are unable to raise additional capital in sufficient amounts or on terms
acceptable to us, we may have to significantly delay, scale back or discontinue the development of one or more of our product candidates.
If we raise additional funds through the public or private sale of equity or debt financings, it could result in dilution to our existing
stockholders or increased fixed payment obligations and these securities may have rights senior to those of our common stock and could
contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to
incur additional debt, limitations on our ability to acquire, sell or license our intellectual property rights and other operating restrictions
that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business, financial
condition and prospects.

 ATM
Sales Agreement

July 2023, the Company sold 75,697 shares
of its common stock at an average price of $ 10.56 per share under the ATM program.
The aggregate net proceeds were approximately $ 775,000 after offering expenses.

 Term
Loan

 On
June 10, 2021, we entered into a Loan and Security Agreement with SVB and an affiliate of SVB, providing for a $15.0 million term loan.
The Term Loan provides for an annual interest rate equal to the greater of (i) the prime rate then in effect as reported in The Wall
Street Journal plus 4.50% and (ii) 7.75% and also includes a final payment fee equal to 6.5% of the original principal
amount borrowed payable on the earlier of the repayment of the loan in full and the maturity date. The Term loan is payable in 2024.

 Cash
Flows

 The
following table provides information regarding our cash flows for the years ended December 31, 2023 and 2022:

 2023

 2022

 Net cash used in operating activities

 $
 (11,980
)

 $
 (22,686
)

 Net cash provided by financing activities

 (4,225
)

 Impact on cash from foreign currency translation

 (100
)

 (700
)

 Net decrease in cash and cash equivalents

 $
 (16,305
)

 $
 (22,657
)

 Net
Cash Used in Operating Activities

 Our
cash used in operating activities was primarily driven by our net loss.

 Operating activities used $12.0 million of cash for the year ended
December 31, 2023, primarily resulting from our net loss of $30.0 million, partially offset by a net cash inflow of $10.4 million for
changes in our net operating assets and liabilities, and non-cash stock-based compensation charges of $7.4 million. The change in our
net operating assets and liabilities was primarily due to a decrease in research and development tax credit receivable of $6.2 million,
a decrease in prepaid expenses and other current assets of $2.5 million and an increase in accounts payable and accrued liabilities of
$2.7 million, partially offset by a decrease in accrued liability – long term of $0.6 million.

 Operating
activities used $22.7 million of cash for the year ended December 31, 2022, primarily resulting from our net loss of $27.3 million, a
net cash outflow of $2.9 million for changes in our net operating assets and liabilities, and non-cash stock-based compensation charges
of $7.1 million. The change in our net operating assets and liabilities was primarily due to an increase in research and development
tax credit receivable of $3.2 million and an increase in prepaid expenses and other current assets of $1.7 million, partially offset
by an increase in accounts payable and accrued liabilities of $1.5 million.

 Net
Cash Provided by Financing Activities

the year ended December 31, 2023, the Company sold 75,697 shares of its common stock for net proceeds of $0.8 million under the Company's
ATM program with BTIG.

the year ended December 31, 2023, the Company repaid $5 million of its debt.

the year ended December 31, 2022, the Company sold 82,900 shares of its common stock to certain officers and directors for approximately
$0.7 million.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 We
are exposed to market risk from changes in foreign currency rates.

 Item
8. Financial Statements and Supplementary Data

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 AUDITED FINANCIAL STATEMENTS:

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID Number 688)

 CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2022

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 INmune
Bio Inc.

 Boca
Raton, Florida

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance sheets of INmune
Bio Inc. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive
loss, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2023, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America

 Explanatory Paragraph – Going Concern

 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more
fully described in Note 2, the Company has incurred significant net losses, negative cash flows from its operating activities and requires
additional funds to sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
 Marcum llp

 Marcum
 llp

 We
have served as the Company's auditor since 2017.

 Houston,
Texas

 March

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 (In
thousands, except share and per share amounts)

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 35,848

 $
 52,153

 Research and development tax credit receivable

 1,905

 8,099

 Other tax receivable

 Prepaid expenses and other current assets

 1,510

 4,027

 Prepaid expenses – related party

 TOTAL CURRENT ASSETS

 39,942

 64,675

 Operating lease – right of use asset

 Other assets

 Acquired in-process research and development intangible assets

 16,514

 16,514

 TOTAL ASSETS

 $
 57,001

 $
 81,795

 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable and accrued liabilities

 $
 7,901

 $
 5,206

 Accounts payable and accrued liabilities – related parties

 Deferred liabilities

 Current portion of long-term debt, net

 9,921

 5,000

 Operating lease, current liability

 TOTAL CURRENT LIABILITIES

 18,465

 10,918

 Long-term debt, net

 -

 9,697

 Long-term operating lease liability

 Accrued liability – long-term

 -

 TOTAL LIABILITIES

 18,862

 21,691

 COMMITMENTS AND CONTINGENCIES

 Redeemable common stock, $ 0.001 par value; 75,697 and 0 shares issued and outstanding, respectively (Note 9)

 -

 STOCKHOLDERS' EQUITY

 Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding

 -

 -

 Common stock, $ 0.001 par value, 200,000,000 shares authorized, 17,950,776 and 17,945,995 shares issued and outstanding, respectively

 Additional paid-in capital

 159,143

 151,799

 Accumulated other comprehensive loss

 ( 799
)

 ( 699
)

 Accumulated deficit

 ( 121,022
)

 ( 91,014
)

 TOTAL STOCKHOLDERS' EQUITY

 37,340

 60,104

 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY

 $
 57,001

 $
 81,795

 See
accompanying notes to these consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 ( In
thousands, except share and per share amounts)

 2023

 2022

 REVENUE

 $

 $

 OPERATING EXPENSES

 General and administrative

 9,623

 9,258

 Research and development

 20,273

 17,067

 Total operating expenses

 29,896

 26,325

 LOSS FROM OPERATIONS

 ( 29,741
)

 ( 25,951
)

 OTHER EXPENSE, NET

 Other expense, net

 ( 267
)

 ( 1,348
)

 Total other expense, net

 ( 267
)

 ( 1,348
)

 NET LOSS

 $
)

 $
)

 Net loss per common share – basic and diluted

 $
 ( 1.67
)

 $
 ( 1.52
)

 Weighted average number of common shares outstanding – basic and diluted

 17,980,791

 17,927,327

 COMPREHENSIVE LOSS

 $
)

 $
)

 Other comprehensive loss – foreign currency translation

 ( 100
)

 ( 700
)

 Total comprehensive loss

 $
 ( 30,108
)

 $
 ( 27,999
)

 See
accompanying notes to these consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 (In
thousands, except share amounts)

 Common Stock

 Additional
 Paid-In

 Accumulated
 Other
 Comprehensive

 Accumulated

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Income (loss)

 Deficit

 Equity

 Balance as of January 1, 2022

 17,843,303

 $

 $
 143,921

 $

 $
 ( 63,715
)

 $
 80,225

 Issuance of common stock for cash, net

 82,900

 -

 -

 -

 Exercise of warrants for cash

 19,792

 -

 -

 -

 -

 -

 7,149

 -

 -

 7,149

 Loss on foreign currency translation

 -

 -

 -

 ( 700
)

 -

 ( 700
)

 -

 -

 -

 -

)

)

 Balance as of December 31, 2022

 17,945,995

 151,799

 ( 699
)

 ( 91,014
)

 60,104

 Issuance of common stock for cash

 75,697

 -

 -

 -

 Reclassification to redeemable common stock

 ( 75,697
)

 -

 ( 799
)

 -

 -

 ( 799
)

 Cashless exercise of warrants

 4,781

 -

 -

 -

 -

 -

 -

 -

 7,368

 -

 -

 7,368

 Loss on foreign currency translation

 -

 -

 -

 ( 100
)

 -

 ( 100
)

 -

 -

 -

 -

)

)

 Balance as of December 31, 2023

 17,950,776

 $

 $
 159,143

 $
 ( 799
)

 $
 ( 121,022
)

 $
 37,340

 See
accompanying notes to these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 (In
thousands)

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 7,368

 7,149

 Impairment of right of use asset

 -

 Accretion of debt discount

 Changes in operating assets and liabilities:

 Research and development tax credit receivable

 6,194

 ( 3,186
)

 Other tax receivable

 ( 175
)

 Prepaid expenses and other current assets

 2,517

 ( 1,749
)

 Prepaid expenses – related party

 ( 108
)

 ( 20
)

 Other assets

 ( 32
)

 -

 Accounts payable and accrued liabilities

 2,695

 1,473

 Accounts payable and accrued liabilities – related parties

 ( 71
)

 Deferred liabilities

 ( 127
)

 Accrued liability – long-term

 ( 550
)

 Operating lease liability

 ( 4
)

 ( 33
)

 Net cash used in operating activities

 ( 11,980
)

 ( 22,686
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Net proceeds from sale of common stock

 Repayment of debt

 ( 5,000
)

 -

 Net proceeds from the exercise of warrants

 -

 Net cash (used in) provided by financing activities

 ( 4,225
)

 Impact on cash from foreign currency translation

 ( 100
)

 ( 700
)

 NET DECREASE IN CASH

 ( 16,305
)

 ( 22,657
)

 CASH AT BEGINNING OF YEAR

 52,153

 74,810

 CASH AT END OF YEAR

 $
 35,848

 $
 52,153

 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

 Cash paid for income taxes

 $
 -

 $
 -

 Cash paid for interest expense

 $
 1,778

 $
 1,372

 See
accompanying notes to these consolidated financial statements.

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – ORGANIZATION AND BASIS OF PRESENTATION

 Organization
and Business Overview

 INmune Bio Inc. (the "Company" or
"INmune Bio") was organized in the State of Nevada on September 25, 2015 and is a clinical stage biotechnology pharmaceutical
company focused on developing and commercializing its product candidates to treat diseases where the innate immune system is not functioning
normally and contributing to the patient's disease. INmune Bio has two product platforms. The DN-TNF product platform utilizes
dominant-negative technology to selectively neutralize soluble TNF, a key driver of innate immune dysfunction and mechanistic target of
many diseases. DN-TNF is currently being developed for Alzheimer's and treatment resistant depression ("XPro") and cancer
("INB03") and an out-licensing strategy. The Natural Killer Cell Priming Platform includes INKmune aimed at priming the patient's
NK cells to eliminate minimal residual disease in patients with cancer. INmune Bio's product platforms utilize a precision medicine
approach for the treatment of a wide variety of hematologic malignancies, solid tumors and chronic inflammation.

 Basis
of Presentation and Principles of Consolidation

 The
accompanying consolidated financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles
("US GAAP") in the United States of America and the rules of the Securities and Exchange Commission ("SEC").

 The
consolidated financial statements herein have been prepared in accordance with US GAAP and include the accounts of INmune Bio, its wholly-owned
UK subsidiary, and its wholly-owned Australia subsidiary (collectively, the "Company"). All significant intercompany accounts
and transactions have been eliminated.

 NOTE
2 – GOING CONCERN

 These consolidated financial statements have been
prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.

 The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses
until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had net losses
of approximately $ 30.0 million and $ 27.3 million and negative cash flows from operating activities of approximately $ 12.0 million and
$ 22.7 million for the years ended December 31, 2023 and 2022, respectively, and an accumulated deficit of approximately $ 121.0 million
and $ 91.0 million as of December 31, 2023 and 2022, respectively. Given the Company's projected operating requirements and its existing
cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations through one year following the date
that the financial statements are issued. These conditions and events raise substantial doubt about the Company's ability to continue
as a going concern.

 In response to these conditions, management is
currently evaluating different strategies to obtain the required funding of future operations. Financing strategies may include, but are
not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as government funding,
collaborations, strategic alliances, divestment of non-core assets, or licensing arrangements with third parties. There can be no assurances
that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable
terms. Because management's plans have not yet been finalized and are not within the Company's control, the implementation
of such plans cannot be considered probable. As a result, the Company has concluded that management's plans do not alleviate substantial
doubt about the Company's ability to continue as a going concern.

 The consolidated financial statements do not include
any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities
that might result from the outcome of this uncertainty.

 F- 7

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Use
of Estimates

 Preparing
financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions.

 Fair Value of Financial Instruments

 The Company measures certain assets and liabilities
in accordance with authoritative guidance which requires fair value measurements to be classified and disclosed in one of the following
three categories:

 Level 1: Quoted prices (unadjusted)
in active markets that are accessible at the measurement date for assets or liabilities.

 Level 2: Observable prices that
are based on inputs not quoted on active markets but corroborated by market data.

 Level 3: Unobservable inputs are
used when little or no market data is available.

 Assets and liabilities are classified based on
the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification
on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets
or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of
the fair value measurement hierarchy during the years presented.

 The carrying amounts of financial instruments
such as cash and cash equivalents, research and development tax credit receivable, other receivable, prepaid expenses, and accounts payable
and accrued liabilities approximate the related fair values due to the short-term maturities of these instruments.

 Risks
and Uncertainties

 The
Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited
to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance
with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development
will require significant additional research and development efforts, including extensive preclinical studies, clinical trials and regulatory
approval prior to commercialization. These efforts require significant amounts of additional resources, adequate personnel, infrastructure
and extensive compliance and reporting.

 The
Company's product candidates are still in development and, to date, none of the Company's product candidates have been approved
for sale.

 There
can be no assurance that the Company's research and development will be successfully completed, that adequate protection for the
Company's intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory
approval or that any approved products will be commercially viable. Even if the Company's product development efforts are successful,
it is uncertain when, if ever, the Company will generate any revenue from any of its products. The Company operates in an environment
of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies.

 The
Company relies and expects to continue to rely on a small number of vendors to manufacture supplies and materials for its use in the
clinical trial programs. These programs could be adversely affected by a significant interruption in these manufacturing services.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The
Company holds cash in banks in excess of Federal Deposit Insurance Corporation insurance limits. However, the Company believes risk of
loss is minimal as the cash is held by large, highly-rated financial institutions.

 F- 8

and Development Tax Incentive Receivable

 The
Company, through its wholly-owned subsidiary in Australia, participates in the Australian research and development tax incentive program,
such that a percentage of our qualifying research and development expenditures are reimbursed by the Australian government, and such
incentives are reflected as a reduction of research and development expense. The Australian research and development tax incentive is
recognized when there is reasonable assurance that the incentive will be received, the relevant expenditure has been incurred and the
amount of the consideration can be reliably measured. At each period end, management estimates the reimbursement available to the Company
based on available information at the time.

 The
Company, through its wholly-owned subsidiary in the United Kingdom, participates in the research and development program provided by
the United Kingdom tax relief program, such that a percentage of our qualifying research and development expenditures are reimbursed
by the United Kingdom government, and such incentives are reflected as a reduction of research and development expense. The United Kingdom
research and development tax incentive is recognized when there is reasonable assurance that the incentive will be received, the relevant
expenditure has been incurred and the amount of the consideration can be reliably measured. At each period end, management estimates
the reimbursement available to the Company based on available information at the time.

 Intangible
Assets

 The
Company capitalizes costs incurred in connection with in-process research and development purchased from others if the asset has alternative
uses and such uses are not restricted under applicable license agreements; patent applications (principally legal fees), patent purchases,
and trademarks related to its cell line as intangible assets. Acquired in-process research and development costs that do not have alternative
uses are expensed as incurred. When the assets are determined to have a finite life (upon completion of the development of the in-process
research and development for its DN-TNF platform), the useful life will be determined, and the in-process research and development intangible
assets will be amortized.

the fourth quarter and if business factors indicate more frequently, the Company performs an assessment of the qualitative factors affecting
the fair value of our in-process research and development. If the qualitative assessment suggests that impairment is more likely than
not, a quantitative analysis is performed. The quantitative analysis involves a comparison of the fair value of the in-process research
and development with the carrying amount. If the carrying amount of the in-process research and development exceeds its fair value, an
impairment loss is recognized in an amount equal to that excess. During the years ended December 31, 2023 and 2022, the Company performed
a qualitative assessment of its in-process research and development and determined that there were no indicators of impairment.

 Basic
and Diluted Loss per Share

 Basic
loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common
shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.
Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For all periods presented, there is no
difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company's net loss position.

 At
December 31, 2023, the Company had 5,496,000 potentially issuable shares of common stock upon the exercise of stock options and 45,386
potentially issuable shares of common stock upon the exercise of warrants.

 At
December 31, 2022, the Company had 4,841,417 potentially issuable shares of common stock upon the exercise of stock options and 74,074
potentially issuable shares of common stock upon the exercise of warrants.

 F- 9

 Revenue
Recognition

 The
Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration
the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model
prescribed under ASC Topic 606: (1) identify contract(s) with a customer; (2) identify the performance obligations in the contract; (3)
determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize
revenues when (or as) the Company satisfies the performance obligations. The Company records the expenses related to revenue in research
and development expense, in the periods such expenses were incurred.

 The
Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable.

 The
Company's 2023 and 2022 revenue was from the sale of MSC's to one customer and was recognized when the MSC's were delivered
to the customers.

 Stock-Based
Compensation

 The
Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock option awards at the date of grant, which
requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions
can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally
require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined
from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate
weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances. The Company accounts for
forfeitures of stock options as they occur.

and Development

and development ("R&D") costs are expensed as incurred. Research and development credits are recorded by the Company
as a reduction of research and development costs. Major components of research and development costs include cash compensation, stock-based
compensation, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities
cost, overhead costs, costs of pre-clinical trials, regulatory and compliance costs, and fees paid to consultants and other entities
that conduct certain research and development activities on the Company's behalf.

 The
Company recognizes grants as contra research and development expense in the consolidated statement of operations on a systematic basis
over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate.

 Income
Taxes

 The
Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are
recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective
income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.

 Foreign
Currency Translation

 The
Company's financial statements are presented in the U.S. dollar ("$"), which is the Company's reporting currency,
while its functional currencies are the U.S. Dollar for its U.S. based operations, British Pound ("GBP") for its United Kingdom-based
operations and Australian Dollars ("AUD") for its Australian-based operations. All assets and liabilities are translated
at the exchange rate on the balance sheet date, stockholders' equity is translated at historical rates and statement of operations
items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other
comprehensive income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in
the statement of operations and comprehensive loss.

 Recent
Accounting Pronouncements

 In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU
2023-09"). The guidance in ASU 2023-09 improves the transparency of income tax disclosures by greater disaggregation of information
in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard is effective for public companies for fiscal
years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption
of ASU 2023-09 may have on its consolidated financial statements.

 F- 10

 Subsequent
Events

 The
Company has evaluated all transactions through the financial statement issuance date for subsequent disclosure consideration.

 NOTE
4 – RESEARCH AND DEVELOPMENT ACTIVITY

 According
to UK tax law, the Company is allowed an R&D tax credit that reduces a company's tax bill in the UK for expenses incurred in
R&D subject to certain requirements. The Company's UK subsidiary submits R&D tax credit requests annually for research
and development expenses incurred. At December 31, 2023 and 2022, the Company had a research and development tax credit receivable of
$ 0 and $ 2,690,000, respectively for R&D expenses incurred in the UK. During the years ended December 31, 2023 and 2022, the Company
received $ 2,710,000 and $ 0 of R&D tax credit reimbursements, respectively from the UK.

 According to AUS tax law, the Company is allowed an R&D tax credit
that reduces a company's tax bill in AUS for expenses incurred in R&D subject to certain requirements. The Company's Australian
subsidiary submits R&D tax credit requests annually for research and development expenses incurred. At December 31, 2023 and 2022,
the Company had a research and development tax credit receivable of $ 1,905,000 and $ 5,409,000, respectively, for R&D expenses incurred
in Australia. During the years ended December 31, 2023 and 2022, the Company received $ 6,557,000 and $ 0 of R&D tax credit reimbursements,
respectively from Australia.

 Xencor,
Inc. License Agreement

 On
October 3, 2017, the Company entered into a license agreement ("Xencor License Agreement") with Xencor, Inc. ("Xencor"),
which discovered and developed a proprietary biological molecule that inhibits soluble tumor necrosis factor. On June 10, 2021, the Company
and Xencor entered into a First Amendment to License Agreement pursuant to which, among other things, Section 3.2 of the Xencor License
Agreement was amended to change the due diligence milestones. Pursuant to the Xencor License Agreement, Xencor granted the Company an
exclusive worldwide, royalty-bearing license in licensed patent rights, licensed know-how and licensed materials (as defined in the license
agreement) to make, develop, use, sell and import any pharmaceutical product that comprises, contains, or incorporates Xencor's
proprietary protein known as "XPro" that inhibits soluble tumor necrosis factor (or all modifications, formulations and variants
of the licensed protein that specifically bind soluble tumor necrosis factor) alone or in combination with one or more active ingredients,
in any dosage or formulation ("Licensed Products"). The Company believes the protein has numerous medical applications. Such
additional alternative applications of the technology are available under the Xencor License Agreement.

 The
Company also agreed to pay Xencor a 5 %
royalty on Net Sales of all Licensed Products in a given calendar year, which are payable on a country-by- country and licensed product
by licensed product basis until the date that is the later of (a) the expiration of the last to expire valid claim covering such Licensed
Product in such country or (b) ten years following the first sale to a third party of the licensed product in such country.

 F- 11

License Agreement

 On
October 29, 2015, the Company entered into an exclusive license agreement (the "INKmune License Agreement") with Immune Ventures,
LLC ("Immune Ventures"). Pursuant to the INKmune License Agreement, the Company was granted exclusive worldwide rights to
the patents, including rights to incorporate any improvements or additions to the patents that may be developed in the future. In consideration
for the patent rights, the Company agreed to the following milestone payments:

 Each Phase I initiation

 $

 Each Phase II initiation

 $

 Each Phase III initiation

 $

 Each NDA/EMA filing

 $
 1,000

 Each NDA/EMA awarded

 $
 9,000

 In
addition, the Company agreed to pay the licensor a royalty of 1 % of net sales during the life of each patent granted to the Company.
The License is owned by Immune Ventures. RJ Tesi, the Company's President and a member of our Board of Directors, David Moss, its
Chief Financial Officer and Treasurer and Mark Lowdell, its Chief Scientific Officer, are the owners of Immune Ventures. No sales have
occurred under this license. During December 2023, the Company initiated a Phase I trial with INKmune in patients with metastatic castration-resistant
prostate cancer and has recorded a $ 25,000 payable to Immune Ventures as of December 31, 2023.

 The
term of the agreement began on October 29, 2015 and ends on a country-by-country basis on the date of the expiration of the last to expire
patent rights where patent rights exists, unless terminated earlier in accordance with the agreement. Upon the termination of the agreement,
we shall have a fully paid up, perpetual, royalty-free license without further obligation to Immune Ventures. The agreement can be terminated
by Immune Ventures if, after 60 days from the Company's receipt of notice that the Company has not made a payment under the agreement,
and the Company still does not make this payment. On July 20, 2018 and October 30, 2020, the parties amended the agreement under
which the Company was required achieve milestones pursuant to the agreement.

 On
April 17, 2023, the parties executed an additional amendment to the agreement under which the Company removed the due diligence requirements
to achieve reasonable commercial efforts to bring INKmune to market. This removed all requirements of clinical trial timelines and the
filing timelines of an NDA or equivalent. All other provisions in the INKmune License Agreement shall continue in full force and effect.

 University
of Pittsburg License Agreement

 On
October 3, 2017, the Company entered into an Assignment and Assumption Agreement with Immune Ventures related to intellectual property
licensed from the University of Pittsburgh. Pursuant to the Assignment and Assumption Agreement ("Assignment Agreement"),
Immune Ventures assigned all of its rights, obligations and liabilities under an Exclusive License Agreement between the University of
Pittsburgh – Of the Commonwealth System of Higher Education ("Licensor") and Immune Ventures to INmune Bio ("Licensee"),
(the "PITT Agreement").

 F- 12

 Consideration
under the PITT Agreement includes: (i) annual maintenance fees, (ii) royalty payments based on the sale of products making use of the
licensed technology, and (iii) milestone payments.

 Annual
maintenance fees under the PITT Agreement include: $ 10,000 due on June 26 of each year 2023-2024; and $ 25,000 due on June 26 of each
year 2025 and annually thereafter until first commercial sale. The Company had no amounts owed pursuant to the PITT Agreement as of December
31, 2023.

 Upon
first commercial sale of a product making use of the licensed technology under the PITT Agreement, the Licensee is required to pay royalties
equal to 2.5 % of Net Sales each calendar quarter. As of December 31, 2023, there have been no commercial sales of product making use
of the licensed technology under the PITT Agreement.

 Moreover,
under the PITT Agreement the Licensee is required to make milestone payments as follows:

 Each Phase I initiation

 $

 Each Phase III initiation

 $

 First commercial sale of product making use of licensed technology

 $
 1,250

 The
PITT Agreement expires upon the earlier of: (i) expiration of the last claim of the Patent Rights forming the subject matter of the PITT
Agreement; or (ii) the date that is 20 years from the effective date of the agreement (June 26, 2037).

 The
Licensee may terminate the PITT Agreement upon 3 months prior written notice provided all payments under the license are current. The
Licensor may terminate the PITT Agreement upon written notice if: (i) Licensee defaults as to performance of material obligations which
have not been cured within 60 days after receiving written notice; or (ii) Licensee ceases to carry out its business, becomes bankrupt
or insolvent, applies for or consents to the appointment of a trustee, receiver or liquidator of its assets or seeks relief under any
law for the aid of debtors.

 NOTE
5 – FAIR VALUE MEASUREMENTS

 The
following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis:

 Total

 Quoted
 Price in
 Active Market
 (Level 1)

 Significant
 Other
 Observable Inputs
 (Level 2)

 Significant
 Unobservable
 Inputs
 (Level 3)

 December 31, 2023:

 Cash equivalents

 Money market fund

 $
 35,162

 $
 35,162

 $
 -

 $
 -

 Total cash equivalents

 $
 35,162

 $
 35,162

 $
 -

 $
 -

 Total

 Quoted
 Price in
 Active Market
 (Level 1)

 Significant
 Other
 Observable Inputs
 (Level 2)

 Significant
 Unobservable
 Inputs
 (Level 3)

 December 31, 2022:

 Cash equivalents

 Money market fund

 $
 51,058

 $
 51,058

 $
 -

 $
 -

 Total cash equivalents

 $
 51,058

 $
 51,058

 $
 -

 $
 -

 F- 13

 NOTE
6 – LEASE

 In
September 2021, the Company signed a lease with a third party for office space in Boca Raton, Florida. The lease agreement has a 64-month
term and commenced during the fourth quarter of 2021.

 Below
is a summary of the Company's right-of-use assets and liabilities:

 (in thousands, except years and rate)

 2023

 2022

 Right-of-use asset

 $

 $

 Operating lease, current liability

 Long-term operating lease liability

 Total lease liability

 $

 $

 Weighted-average remaining lease term

 3.3 years

 4.3 years

 Weighted-average discount rate

 12.0
 %

 12.0
 %

 NOTE
7 – RELATED PARTY TRANSACTIONS

 UCL

 During the years ended December 31, 2023 and 2022,
the Company paid UCL $ 573,000 and $ 586,000, respectively, for medical research performed on behalf of the Company. UCL is a wholly owned
subsidiary of the University of London. The Company's Chief Scientific and Manufacturing Officer is a professor at the University
of London.

 CTI

2022, the Company paid CTI $ 153,000 pursuant to its former sublease agreement with CTI and $ 5,000 for research and development performed
on behalf of the Company. The Company had no transactions with CTI in 2023.

 AmplifyBio

the years ended December 31, 2023 and 2022, the Company paid AmplifyBio $ 77,000 and $ 230,000, respectively, to perform certain research
and development on behalf of the Company. The CEO of AmplifyBio is on the Board of Directors of the Company.

 NOTE
8 – DEBT

 On
June 10, 2021, the Company entered into a Loan and Security Agreement (the "Term Loan") with Silicon Valley Bank and SVB
Innovation Credit Fund VIII, L.P., together (the "Lenders"). The Term Loan provides for a $ 15.0 million term loan,
of which the Company borrowed the entire amount on June 10, 2021 and is secured by the Company's assets. The Term Loan also
provides for the Company to request an additional $ 5.0 million term loan from the Lenders, which may be granted or denied at the
sole discretion of the Lenders.

 F- 14

 The
term loan and debt discount are as follows as of December 31, 2023:

 Current portion
 of debt

 $

 10,000

 Less: debt discount

 ( 79

)

 Current portion of debt,
 net

 $

 9,921

 For
the years ended December 31, 2023 and 2022, the Company recognized interest expense of $ 2,278,000 and $ 2,014,000, respectively, related
to the Term Loan.

 The
Term Loan provides for an annual interest rate equal to the greater of (i) the prime rate then in effect as reported in The Wall Street
Journal plus 4.50 % and (ii) 7.75 %. At December 31, 2023, the interest rate was 13.0 %.

 The
Term Loan includes a final payment fee equal to 6.5 % of the original principal amount borrowed payable on the earlier of the repayment
of the loan in full and the maturity date. The Company has the option to prepay the outstanding balance of the term loan in full, subject
to a prepayment premium of 1 % of the original principal amount borrowed for any prepayment before the maturity date.

 Upon
the occurrence of certain events, including but not limited to the Company's failure to satisfy its payment obligations under the
Term Loan, the breach of certain of its other covenants under the Term Loan, or the occurrence of a material adverse change, the Lenders
will have the right, among other remedies, to declare all principal and interest immediately due and payable, and will have the right
to receive the final payment fee and, if the payment of principal and interest is due prior to maturity, the applicable prepayment fee.

 NOTE
9 – STOCKHOLDERS' EQUITY

 Common
Stock – At the Market Offering

March 2021, the Company entered into a sales agreement ("Sales Agreement") with BTIG, LLC ("BTIG"), as sales
agent, to establish an At-The-Market ("ATM") offering program of up to $ 45 million of common stock, subject to certain
limitations on the amount of common stock that may be offered and sold by the Company set forth in the sales agreement. During August
2023, the Company and BTIG entered into Amendment No. 1 to the Sales Agreement. The Company is required to pay BTIG a commission of 3 %
of the gross proceeds from the sale of shares.

July 2023, the Company sold 75,697 shares of its common stock at an average price of $ 10.56 per share under the ATM program.
The aggregate net proceeds were approximately $ 775,000 after offering expenses. These shares were inadvertently sold under a registration
statement filed with the SEC that had in fact expired prior to the time the shares were sold. Consequently, the Company may
be subject to claims for rescission by purchasers who purchased shares of common stock under the ATM program. Under Section
12(a)(1) of the Securities Act, a purchaser of security in a transaction made in violation of Section 5 of the Securities Act may obtain
recovery of the consideration paid in connection with its purchase, plus statutory interest, or, if it had already sold the shares, recover
damages resulting from its purchase. While the Company believes, it is unlikely that a successful claim will be asserted against the
Company by any purchasers who purchased shares of common stock under the ATM Agreement in July 2023, the Company cannot guarantee that
no such legal claims will be asserted against the Company by any purchasers. In addition, the Company could become subject to enforcement
actions and/or penalties and fines by federal authorities, and the Company is unable to predict the likelihood of any such enforcement
actions being brought, or the amount of any such potential penalties or fines. As of December 31, 2023, there have been no claims or
demands to exercise such rights. As a result of these potential rescission rights, the Company reclassified 75,697 shares,
with an aggregate purchase price of $ 799,000 of its common stock as temporary equity presented outside stockholders' equity.
The reclassification of these shares shall remain for a period of one year from transaction date. These shares have been treated as issued
and outstanding for financial reporting purposes.

 At
December 31, 2023, the Company has $ 28.7 million of common stock available under the ATM program.

 F- 15

 Common
Stock – Issuance to Directors and Officers

the year ended December 31, 2022, directors and officers of the Company purchased 82,900 shares of the Company's common
stock from the Company at $ 8.43 per share (which was the closing price of the Company's common stock on March 22, 2022) for
gross proceeds of $ 699,000.

 Stock
options

 On
June 1, 2023, the Company's shareholders approved an amendment to the 2021 Incentive Stock Plan ("2021 Amended and Restated
Incentive Stock Plan") to increase the shares of the Company's common stock available for issuance thereunder to 4,000,000 shares.

2023, the Company granted certain employees and directors options to purchase 665,000 shares of its common stock pursuant to
the 2017 and 2019 Incentive Stock Plans and 2021 Amended and Restated Incentive Stock Plan. The stock options had a fair value of approximately
$ 4.9 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing
model include: (1) discount rate of 3.84 % – 3.99 % based on the applicable US Treasury bill rate (2) expected life of 6.0 – 6.25 years,
(3) expected volatility of approximately 91 % based on the trading history of similar companies, and (4) zero expected dividends.

 During 2022,
the Company granted certain employees and directors options to purchase 819,000 shares of its common stock pursuant to the 2021
Incentive Stock Plan. The stock options had a fair value of approximately $ 5.5 million that was calculated using the Black-Scholes
option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.60 % - 3.06 % based
on the applicable US Treasury bill rate (2) expected life of 6.0 – 10.0 years, (3) expected volatility of approximately 105 %
- 108 % based on the trading history of similar companies, and (4) zero expected dividends.

 At
December 31, 2023, the Company had 1,952,525 shares reserved for issuance pursuant to the 2021 Amended and Restated Incentive Stock Plan.

 The
following table summarizes stock option activity:

 (in thousands, except share and per share amounts)

 Number of
 Shares

 Weighted-
 average
 Exercise
 Price

 Weighted-
 average
 Remaining
 Contractual
 Term
 (years)

 Aggregate
 Intrinsic
 Value

 Outstanding at December 31, 2021

 4,097,000

 $
 8.67

 7.21

 -

 Options granted

 819,000

 $
 8.01

 10.0

 -

 Options exercised

 -

 $
 -

 -

 -

 Options cancelled

 ( 74,583
)

 $
 11.68

 -

 -

 Outstanding at December 31, 2022

 4,841,417

 $
 8.60

 6.28

 -

 Options granted

 665,000

 $
 9.69

 10.0

 -

 Options cancelled

 ( 10,417
)

 $
 12.44

 -

 -

 Outstanding at December 31, 2023

 5,496,000

 $
 8.73

 6.18

 $
 21,509

 Exercisable at December 31, 2023

 4,319,605

 $
 8.16

 5.67

 $
 19,354

 F- 16

the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense of $ 7,368,000 and $ 7,149,000, respectively,
related to stock options. As of December 31, 2023, there was $ 8,592,000 of total unrecognized compensation cost related to non-vested
stock options which is expected to be recognized over a weighted-average period of 2.05 years.

 Warrants

 The Company issued warrants to the Company's
lenders upon obtaining its loan in June 2021. The warrants have a 10 -year term and an exercise price of $ 14.05. At December 31, 2023
and 2022, respectively, 45,386 of these warrants are outstanding and the intrinsic value of these warrants is $ 0.

the year ended December 31, 2023, a third party exercised 28,688 warrants on a cashless basis in exchange for 4,781 shares of common
stock.

the year ended December 31, 2022, a third party exercised 19,792 warrants in exchange for 19,792 shares of common stock for
cash proceeds of approximately $ 30,000.

 Stock-based
Compensation by Class of Expense

 The following summarizes the components of stock-based compensation
expense in the consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively:

 2023

 2022

 Research and development

 $
 2,743,000

 $
 2,645,000

 General and administrative

 4,625,000

 4,504,000

 Total

 $
 7,368,000

 $
 7,149,000

 Shareholder
Rights Agreement

 On
December 30, 2020, the Board of Directors (the "Board") of the Company approved and adopted a Rights Agreement, dated as
of December 30, 2020, by and between the Company and VStock Transfer, LLC, as rights agent, pursuant to which the Board declared a dividend
of one preferred share purchase right (each, a "Right") for each outstanding share of the Company's common stock held
by stockholders as of the close of business on January 11, 2021. When exercisable, each right initially would represent the right to
purchase from the Company one one-thousandth of a share of a newly designated series of preferred stock, Series A Junior Participating
Preferred Stock, par value $ 0.001 per share, of the Company, at an exercise price of $ 300.00 per one one-thousandth of a Series A Junior
Participating Preferred Share, subject to adjustment. Subject to various exceptions, the Rights become exercisable in the event any person
(excluding certain exempted or grandfathered persons) becomes the beneficial owner of twenty percent or more of the Company's
common stock without the approval of the Board. The Rights Agreement was amended in 2021, 2022 and 2023 to extend the expiration date
and shall expire on December 30, 2024.

 F- 17

 Preferred
Stock

 In 2020, the Company designated 45,000 shares
of its preferred stock with par value of $ 0.001 per share as Series A Junior Participating Preferred Stock. The remaining 9,955,000 shares
of preferred stock with par value of $ 0.001 remain undesignated. None of the preferred shares were issued and outstanding at December 31,
2023 and 2022.

 NOTE
10 – INCOME TAXES

 The
provision for income taxes consists of the following components:

2023

2022

 Current expense (benefit)

 $

 -

 $

 -

 Federal

 -

 -

 State

 -

 -

 Foreign

 -

 -

 Current income tax expense

 -

 -

 Deferred expense (benefit)

 -

 -

 Federal

 -

 -

 State

 -

 -

 Foreign

 -

 -

 Deferred income tax

 -

 -

 Net deferred taxes

 $

 -

 $

 -

 A
reconciliation of income tax benefit computed using the federal statutory income tax rate to the Company's tax expense is as follows:

 (in thousands, except percentage)

 2023

 2022

 Federal tax benefit at statutory rate (21%)

 $
 ( 6,302
)

 $
 ( 5,733
)

 1,143

 1,049

 State income tax benefit, net of federal tax effect

 ( 222
)

 ( 269
)

 Foreign tax differential

 ( 241
)

 ( 237
)

 Research credits

 Other

 Return to provision adjustment

 ( 1,774
)

 Change in valuation allowance

 5,018

 6,943

 Income tax benefit

 $
 -

 $
 -

 F- 18

 The
principal components of deferred tax assets and liabilities consist of the following at December 31, 2023 and 2022, respectively:

 2023

 2022

 Deferred tax assets

 $
 2,208

 $
 1,386

 Research and development

 2,900

 1,114

 Federal NOL carryforwards

 6,849

 5,441

 State NOL carryforwards

 1,685

 1,487

 Foreign NOL carryforwards

 5,965

 4,307

 Total deferred tax assets

 19,607

 13,735

 Less valuation allowance

 ( 19,607
)

 ( 13,735
)

 Net deferred tax assets

 $
 -

 $
 -

 At December 31, 2023, the Company had a federal
net operating loss carryforward of approximately $ 32.6 million. The net operating loss carryforwards for 2017 will begin to expire in
the year ending December 31, 2037. The net operating loss carryforwards starting in 2018 have no expiration.

 The
Company's gross deferred tax assets of $ 19.6 million and $ 13.7 million at December 31, 2023 and 2022, respectively, primarily consist
of net operating loss carryforwards for income tax purposes. A valuation allowance is required to be recorded when it is not more likely
than not that some portion or all of the net deferred tax assets will be realized. Since the Company cannot be assured of generating
taxable income and thereby realizing the net deferred tax assets, a full valuation allowance has been recorded. The change in the
valuation allowance was $ 5,872,000 during the year ended December 31, 2023.

 The
Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that
the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more-likely-than not recognition
threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement.
As of December 31, 2023, and 2022, the Company has no significant uncertain tax positions. There are no unrecognized tax benefits included
on the balance sheet that would, if recognized, impact the effective tax rate. The Company does not anticipate there will be a significant
change in unrecognized tax benefits within the next 12 months.

 NOTE
11 – COLLABORATIVE AGREEMENTS

September 2020, the Company was awarded a grant of up to $ 2.9 million from the National Institutes of Health ("NIH"). The
grant will support a Phase 2 study of XPro in patients with treatment resistant depression. As of December 31, 2023, the Company has
not received any proceeds pursuant to this grant.

 F- 19

 NOTE
12 – COMMITMENTS AND CONTINGENCIES

 Lease

September 2021, the Company signed a lease agreement with a third party for office space in Boca Raton, Florida. The operating lease
has a 64-month term and commenced during the fourth quarter of 2021.

 Future
minimum payments pursuant to the leases are as follows:

 (in thousands, except years)

 2024

 $

 2025

 2026

 2027

 Total lease payments

 Less: imputed interest

 ( 112
)

 Present value of future lease payments

 Less: operating lease, current liabilities

 ( 119
)

 Long-term operating lease liabilities

 $

the years ended December 31, 2023 and 2022, the Company recognized $ 163,000 and $ 209,000, respectively, in operating lease expense, which
is included in general and administrative expenses in the Company's consolidated statement of operations.

 Litigation

 The
Company is subject to claims and suits that arise from time to time in the ordinary course of our business. Although management currently
believes that resolving claims against the Company, individually or in aggregate, will not have a material adverse impact in the Company's
consolidated financial statements, these matters are subject to inherent uncertainties and management's view of these matters may
change in the future.

 F- 20

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Disclosure
Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of December 31, 2023. The term "disclosure controls and procedures," as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures
of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's
management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required
disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.

 Attestation
Report of the Registered Public Accounting Firm

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit smaller reporting companies to provide only management's report in this annual report.

 Management's
Report on Internal Control Over Financial Reporting

 Our
CEO and our CFO are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rules 13a-15(f). Management conducted an assessment of the effectiveness of our internal control over financial
reporting as of December 31, 2023. In making this assessment, management used the criteria described in Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Our management concluded
that our internal controls over financial reporting were effective based on those criteria, as of December 31, 2023.

 Changes
in Internal Control over Financial Reporting

 None.

 Item 9B.
Other Information

 (b)
Director and Officer Trading Arrangements

 None
of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading
arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2023.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Certain
information required by Part III is omitted from this report because the Company will file a definitive proxy statement within 120 days
after the end of its fiscal year pursuant to Regulation 14A (the Proxy Statement) for its annual meeting of stockholders, and certain
information included in the Proxy Statement is incorporated herein by reference.

 Item
10. Directors, Executive Officers and Corporate Governance

 The
information required by this Item 10 will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
11. Executive Compensation

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Equity
Compensation Plan Information

 The
following table provides certain information with respect to all of our compensation plans in effect as of December 31, 2023:

 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

 5,496,000

 (1)

 $

 8.73

 1,952,525

 (2)

 Equity Compensation Plans not approved by stockholders

 —

 —

 —

 Total

 5,496,000

 $

 8.73

 1,952,525

 (1)

 Consists of shares subject
 to outstanding stock options, under the Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan (the "2021 Plan"),
 the 2019 Stock Incentive Plan (the "2019 Plan") and INmune Bio Inc. 2017 Stock Incentive Plan (the "2017
 Plan) some of which are vested and some of which remain subject to the vesting of the respective equity award.

 (2)

 Consists of shares available
 for future issuance under the 2021 Plan.

 Other

 The
other information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 Item
14. Principal Accounting Fees and Services

 The
information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

 PART
IV

 Item
15. Exhibits.

 Exhibit No.

 Description of Exhibit

 1.1

 Form of Placement Agent Agreement (Incorporated by reference to Exhibit 1.1 to the Registration Statement on Form S-1/A filed with the SEC on November 20, 2018).

 1.2

 Underwriting Agreement dated July 16, 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on July 16, 2020).

 3.1

 Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 3.2

 Bylaws (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 3.3

 Certificate of Designations of Series A Junior Participating Preferred Stock of INmune Bio Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K Filed with the SEC on December 30, 2020).

 4.1

 Description of Securities of INmune Bio Inc. (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K filed with the SEC on March 3, 2022).

 4.2

 Form of Registrant's common stock certificate (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

 4.3

 Form of Placement Agent Common Stock Warrant (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

 4.4

 Rights Agreement, dated as of December 30, 2020 (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 30, 2020).

 4.5

 Amendment No. 1 to the Rights Agreement between INmune Bio Inc. and VStock Transfer, LLC (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2021).

 4.6

 Amendment No. 2 to the Rights Agreement between INmune Bio Inc. and VStock Transfer, LLC (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 12, 2022).

 4.7

 Amendment No. 3 to the Rights Agreement between INmune Bio Inc. and VStock Transfer, LLC (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 18, 2023).

 10.1

 Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.2

 License Agreement between INmune Bio Inc. and Immune Ventures LLC (Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.3

 Assignment and Assumption Agreement with Immune Ventures LLC (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.4

 Exclusive License Agreement by the University of Pittsburgh of the Common Wealth system of Higher Education and Immune Ventures LLC (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.5

 First Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher Education and Immune Ventures, LLC (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.6

 Material Transfer and License Agreement between Anthony Nolan Cord Blood Bank and Immune Bio International LTD. (Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.7

 Employment Agreement between INmune Bio Inc. and Raymond Tesi (Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.8

 Employment Agreement between INmune Bio Inc. and David Moss (Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.9

 Consulting Agreement between INmune Bio Inc. and Mark Lowdell (Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.10

 INmune Bio Inc. 2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.11

 Form of Incentive Option Agreement with employees (Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.12

 Form of Incentive Option Agreement with non-employee directors (Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.13

 License Agreement between INmune Bio Inc. and Xencor, Inc. (Incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.14

 Amendment to the Consultancy Agreement between INmune Bio Inc. and Mark Lowdell (Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.15

 First Amendment to Stock Issuance Agreement (Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

 10.16

 Form of Waiver of Registration Rights. (Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

 10.17

 Form of Subscription Agreement to be used in connection with the Best Efforts Offering (Incorporated by reference to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

 10.18

 Purchase Agreement between INmune Bio Inc. and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

 10.19

 Registration Rights Agreement between INmune Bio Inc. and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

 10.20

 Amendment to Securities Purchase Agreement between INmune Bio Inc. and Raymond J. Tesi (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 17, 2019).

 10.21

 Amendment to Securities Purchase Agreement between INmune Bio Inc. and David J. Moss (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 17, 2019).

 10.22

 Sublease between INmune Bio Inc. and CTI-Clinical Trial Services, Inc. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on May 24, 2019).

 10.23

 Amendment No. 2 to Securities Purchase Agreement between INmune Bio Inc. and Raymond J. Tesi (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 24, 2019).

 10.24

 INmune Bio Inc. 2019 Stock Incentive Plan (Incorporated by reference to Exhibit 10.29 to the Form 10-K filed with the SEC on March 11, 2020).

 10.25

 At-the-Market Sales Agreement, dated April 16, 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on April 17, 2020).

 10.26

 Amendment No. 1 to At-the-Market Sales Agreement 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on August 19, 2020).

 10.27

 Employment Agreement effective as of January 1, 2021 between INmune Bio Inc. and Raymond J. Tesi (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

 10.28

 Employment Agreement effective as of January 1, 2021 between INmune Bio Inc. and David Moss (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

 10.29

 Form of Securities Purchase Agreement (incorporated by reference to the Current Report on 8-K filed with the SEC on July 15, 2021).

 10.30

 Form of Placement Agency Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

 10.31

 Lease Agreement dated September 13, 2021 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 15, 2021).

 10.32

 At-the-Market Sales Agreement, dated March 10, 2021 between the Company and BTIG, LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 11, 2021).

 10.33

 Financial Advisory Agreement dated March 29, 2021 between the Company and National Securities Corp. (incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 29, 2021).

 10.34

 INmune Bio Inc. 2021 Stock Incentive Plan (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 3, 2021).

 10.35

 Option Cancellation Agreement between the Company and Xencor, Inc. (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

 10.36

 First
 Amendment to License Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

 10.37

 Loan
 and Security Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

 10.38

 Warrant to purchase common stock issued to SVB Innovation Credit Fund VIII, L.P. (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

 10.39

 Warrant to purchase common stock issued to Silicon Valley Bank (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

 10.40

 Form of nonqualified stock option agreement option agreement between the Company and non-employee directors (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

 10.41

 Form of incentive stock option agreement between the Company and employees (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

 10.42

 Securities Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

 10.43

 Placement Agency Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

 10.44

 Lease Agreement dated September 13, 2021 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 15, 2021).

 10.45

 Form of Securities Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 24, 2022).

 10.46

 Amended and Restated INmune Bio Inc. 2021 Stock Incentive Plan (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 1, 2023).

 10.47

 Amendment No. 1 to At-the-Market Sales Agreement, dated August 16, 2023, between INmune Bio Inc., and BTIG, LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 16, 2023).

 10.48

 First Amendment to Exclusive License Agreement between INmune Bio Inc. and Immune Ventures LLC dated April 17, 2023 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 20, 2023).

 10.49

 Second Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher Education and Immune Ventures, LLC dated April 17, 2023 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 20, 2023).

 21.1

 Subsidiaries.*

 23.1

 Consent of Marcum LLP, independent registered public accounting firm.*

 31.1

 Certification of principal executive officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 97.1

 INmune Bio Policy for recovery of erroneously awarded compensation*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed herewith.

 **
 Furnished herewith.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 INMUNE BIO
 INC.

 /s/ Raymond J. Tesi

 Dated: March 28, 2024

 Raymond J. Tesi, M.D.

 Chief Executive Officer

 (Principal Executive Officer)

 /s/ David J. Moss

 Dated: March 28, 2024

 David J. Moss

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Raymond
 J. Tesi

 Raymond
 J. Tesi, M.D.

 President,
 Chief Executive Officer and Director

 (Principal Executive Officer)

 March

 /s/
David
 J. Moss

 David
 J. Moss

 Chief Financial Officer,
 Treasurer, Secretary

 (Principal Financial and Accounting Officer)

 March

 /s/
 Timothy
 Schroeder

 Timothy
 Schroeder

 March

 /s/
J.
 Kelly Ganjei

 J.
 Kelly Ganjei

 March

 /s/
Scott
 Juda

 Scott
 Juda, JD

 March

 /s/ Edgardo
 Baracchini

 Edgardo
 Baracchini

 March

 /s/ Marcia
 Allen

 Marcia
 Allen

 March

 1.52 1.67 17927327 17980791

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