Filing Details

IMMUNE BIO INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

45782T105

(CUSIP Number)

February 1, 2019

(Date of Event Which Requires Filing of this Statement)

¨

Rule 13d-1(b)

¨

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 45782T105

1

NAMES OF REPORTING PERSONS

Toucan Capital Fund III, LP(1) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER

OF

SHARES BENEFICIALLY OWNED

BY

EACH REPORTING PERSON

WITH

5

SOLE VOTING POWER

700,000 shares

6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

700,000 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

700,000 shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.19%⁽²⁾

12

TYPE OF REPORTING PERSON (See Instructions)

IN

(1)

Toucan Capital Fund III, LP is managed by Linda F. Powers and holds all voting and dispositive power over the shares of common stock held by Toucan Capital Fund III, LP.

(2)

Based on 9,740,261 shares of INmune Bio Inc. outstanding as of February 1, 2019.

CUSIP No. 45782T105

1

NAMES OF REPORTING PERSONS

Linda F. Powers(1) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions)

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER

OF

SHARES BENEFICIALLY OWNED

BY

EACH REPORTING PERSON

WITH

5

SOLE VOTING POWER

700,000 shares

6

SHARED VOTING POWER

0 shares

7

SOLE DISPOSITIVE POWER

700,000 shares

8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

700,000 shares 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.19%⁽²⁾

12

TYPE OF REPORTING PERSON (See Instructions)

IN

(1)

The shares of common stock owned by Linda F. Powers are held by Toucan Capital Fund III, LP, through which Linda F. Powers holds sole voting and dispositive control over the shares of common stock.

(2)

Based on 9,740,261 shares of INmune Bio Inc. outstanding as of February 1, 2019.

CUSIP No. 45782T105

Item 1(a)

Name of Issuer:

INmune Bio Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

1224 Prospect Street, Suite 150 La Jolla, California 92037

Item 2(a)

Name of Person Filing:

Toucan Capital Fund III, LP

Linda F. Powers

The foregoing named persons are sometimes together referred to herein as the “Reporting Persons.”

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of the Reporting Persons is c/o Toucan Capital 4800 Montgomery Lane, Suite 801, Bethesda, MD 20814

Item 2(c)

Citizenship:

Toucan Capital Fund III – limited partnership formed under the laws of the State of Delaware

Linda F. Powers – natural person being a citizen of the United States

Item 2(d)

Title of Class of Securities:

Common Stock

Item 2(e)

CUSIP No.: 45782T105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

CUSIP No. 45782T105

(g) ¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) ¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ¨

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4.

Ownership:

The following information with respect to the ownership of INmune Bio Inc.’s Common Stock by the Reporting Persons is provided as of February 1, 2018:

(a)

Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

(b)

Percent of class: See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

CUSIP No. 45782T105

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable

Item 8.

Identification and Classification of Members of the Group:

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

Item 10.

Certifications:

Not applicable

CUSIP No. 45782T105

Dated: March 4, 2019

/s/ Linda F. Powers

LINDA F. POWERS (Signature)

TOUCAN CAPITAL

By:

/s/ Linda F. Powers

Linda F. Powers (Signature)

Title:

Authorized Signatory