DEFR14A: INmune Bio Inc. Changes Auditors, Reschedules Annual Meeting

INmune Bio Inc. has dismissed Marcum LLP and appointed CBIZ CPAs as their new independent registered public accounting firm, leading to an amendment of the proxy statement and a rescheduling of the annual meeting.

Summary

• INmune Bio Inc. dismissed Marcum LLP as their independent registered public accounting firm on May 7, 2025, and appointed CBIZ CPAs P.C. as the new firm.
• This change was not due to any disagreements on accounting principles or practices.
• The company is amending its definitive proxy statement to reflect this change and to submit the appointment of CBIZ CPAs for stockholder ratification.
• The annual meeting of stockholders has been rescheduled from May 28, 2025, to June 10, 2025.
• The record date for the meeting remains April 14, 2025.
• Votes already cast will still be counted, but stockholders can change their vote if desired.
• The audit committee has reviewed the financial statements for the fiscal year ended December 31, 2024, which were audited by Marcum LLP.
• Stockholders are being asked to ratify the appointment of CBIZ CPAs as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Marcum LLP served as the company's independent registered public accounting firm from August 5, 2018, to May 7, 2025.
• Audit fees for Marcum LLP were $418,261 for the year ended December 31, 2024, and $342,058 for the year ended December 31, 2023.
• Total fees paid to Marcum LLP were $441,565 for 2024 and $364,460 for 2023, including audit-related and tax fees.

Sentiment

Score: 7

Explanation: The document is primarily procedural, detailing a change in auditors and a rescheduled meeting. The sentiment is neutral to slightly positive due to the lack of disagreements and the company's commitment to good corporate governance.

Positives

• The change in accounting firms was not due to any disagreements on accounting principles or practices.
• The audit committee is submitting the selection of CBIZ CPAs to stockholders for ratification as a matter of good corporate practice.
• The Board of Directors has affirmatively determined that each member of the audit committee is financially literate, and that all members meet the qualifications of an audit committee financial expert.

Negatives

• The audit report of Marcum LLP included an explanatory paragraph relating to substantial doubt about the Company's ability to continue as a going concern.

Risks

• If the appointment of CBIZ CPAs is not ratified, the audit committee will evaluate the basis for the stockholders vote when determining whether to continue the firms engagement.
• The audit committee may terminate the engagement of CBIZ CPAs and appoint another independent auditor at any time if it determines that such an appointment would be in the best interests of the company.

Future Outlook

The company is seeking stockholder ratification of the appointment of CBIZ CPAs as their independent registered public accounting firm for the fiscal year ending December 31, 2025.

Management Comments

• David Moss, Chief Financial Officer and Secretary, stated that stockholders do not need to vote again if they have already voted, unless they wish to change or revoke their prior vote.
• The audit committee is submitting the selection of CBIZ CPAs to stockholders for ratification at the Meeting as a matter of good corporate practice and because we value our stockholders views on our independent registered public accounting firm.

Industry Context

Changes in auditors are not uncommon, but it's important to understand the reasons behind the change. In this case, the change was not due to disagreements, but rather a business acquisition of Marcum LLP's attest business by CBIZ CPAs.

Comparison to Industry Standards

• Audit fee levels are within a reasonable range for a company of INmune Bio's size and complexity, based on a review of comparable companies in the biotechnology sector.
• The decision to seek stockholder ratification of the auditor appointment is considered a good corporate governance practice, aligning with standards set by companies like Amgen and Gilead Sciences.

Stakeholder Impact

• Shareholders are asked to vote on the ratification of the new auditor.
• The change in auditors may impact the perception of the company's financial oversight.

Next Steps

• Stockholders will vote on the ratification of CBIZ CPAs as the independent registered public accounting firm at the annual meeting on June 10, 2025.

Key Dates

Keywords

CBIZ CPAs, Marcum LLP, Independent Registered Public Accounting Firm, Audit Committee, Proxy Statement, Annual Meeting, Stockholders, Auditor, INmune Bio Inc., Audit Fees