Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of report: December 6, 2024

Commission File Number: 001-39084

Innate Pharma S.A.

(Translation of registrant's name into English)

Innate Pharma S.A.

117 Avenue de Luminy—BP 30191

13009 Marseille, France

+ 33 (0) 4 30 30 30

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ]    Form 40-F [ ]

INCORPORATION BY REFERENCE

This Report on Form 6-K, Exhibits 99.1 (other than the quote from Dr Sonia Quaratino, Chief Medical Officer of Innate Pharma S.A., the quote from Dr. Michel Azoulay, Chief Medical Officer of the Institute for Follicular Lymphoma, the text “About The Institute for Follicular Lymphoma” and the related hyperlink, and the Company contact details and hyperlinks for additional information) and 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-276164) and registration statement on Form S-8 (File No.333-282031) of Innate Pharma S.A. (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBIT INDEX

Exhibit    Description

99.1     Press Release dated December 6, 2024

99.2     Additional information on the transaction

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SIGNATURES

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

INNATE PHARMA S.A.

Date: December 6, 2024    By:    /s/ JONATHAN DICKINSON     Name:    Jonathan Dickinson

Title:    Chairman of the Executive Board and Chief Executive Officer

EXHIBIT 99.1

Innate Pharma and the Institute for Follicular Lymphoma Innovation (IFLI) announce up to $7.9m investment

from IFLI to support IPH6501 development in Follicular Lymphoma

Marseille, France, December 6, 2024, 7:00 A.M. CET

•Innate will receive 3m USD upfront plus up to 4.9m USD in conditional tranched investments from The Institute for Follicular Lymphoma Innovation (IFLI)

•Patients with R/R Follicular Lymphoma will be included in the ongoing Phase 1/2 trial investigating IPH6501 in patients with R/R CD20+ Non-Hodgkin Lymphoma

Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) (“Innate” or the “Company”), together with the Institute for Follicular Lymphoma (IFLI) today announced that they have entered into an agreement to clinically study the potential of IPH6501, Innate's anti-CD20 ANKET® in follicular lymphoma (FL).

Innate’s ongoing Phase 1/2, open-label, multicenter trial investigating the safety, tolerability, and preliminary antineoplastic activity of IPH6501 in patients with relapsed and/or refractory CD20-expressing Non-Hodgkin Lymphoma will also include patients with relapsed / refractory (R/R) FL.

To support the Phase 1/2 trial and inclusion of FL patients, IFLI will initially invest 3m USD into new shares of Innate, issued through a capital increase reserved to IFLI at a price of €1.56 per share and representing 2.26% of the share capital of Innate.

IFLI may also invest up to an additional 4.9m USD into new shares of Innate, depending on the completion of certain milestones, at a price to be determined at the time of the said investments.

“At Innate Pharma, we are deeply committed to advancing innovative research and development to improve outcomes for patients with non-Hodgkin lymphoma and this agreement with the Institute for Follicular Lymphoma Innovation will contribute to our mission to bring forward therapeutic options that address critical needs and enhance the quality of life for those affected by this challenging disease,” said Dr Sonia Quaratino, Chief Medical Officer of Innate Pharma.

“IFLI believes IPH6501 holds great promise for improving patient outcomes in non-Hodgkin lymphomas including follicular lymphoma,” said Dr Michel Azoulay, Chief Medical Officer of IFLI. “We are delighted to support Innate and the investigation of IPH6501 in FL patients and, upon milestone achievement, to continue to support future clinical development of IPH6501 in FL. This collaboration provides a model for how IFLI’s philanthropic investments can catalyze FL development.”

You can find more details on the transaction in the attached PDF.

About The Institute for Follicular Lymphoma Innovation

The Institute for Follicular Lymphoma Innovation (IFLI) is a global, non-profit, private foundation dedicated to accelerating the development of innovative treatment options for patients with follicular lymphoma (FL). IFLI supports cutting-edge research and technology to lead to the development and commercialization of novel therapeutics and/or biomarkers for the treatment of FL, and to understand the biology of FL. The foundation deploys its budget across grants, project-based partnerships, and venture philanthropic investments to achieve its innovation goals. IFLI promotes collaboration and works to enable data sharing and the exchange of knowledge and expertise among researchers and institutions advancing FL research. Learn more at www.i-fli.org.

About Innate Pharma:

Innate Pharma S.A. is a global, clinical-stage biotechnology company developing immunotherapies for cancer patients. Its innovative approach aims to harness the innate immune system through three therapeutic approaches: monoclonal antibodies, multi-specific NK Cell Engagers via its ANKET® (Antibody-based NK cell Engager Therapeutics) proprietary platform and Antibody Drug Conjugates (ADC).

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Innate’s portfolio includes lead proprietary program lacutamab, developed in advanced form of cutaneous T cell lymphomas and peripheral T cell lymphomas, monalizumab developed with AstraZeneca in non-small cell lung cancer, several ANKET® drug candidates to address multiple tumor types as well as IPH4502 a differentiated ADC in development in solid tumors.

Innate Pharma is a trusted partner to biopharmaceutical companies such as Sanofi and AstraZeneca, as well as leading research institutions, to accelerate innovation, research and development for the benefit of patients.

Headquartered in Marseille, France with a US office in Rockville, MD, Innate Pharma is listed on Euronext Paris and Nasdaq in the US.

Learn more about Innate Pharma at www.innate-pharma.com

Information about Innate Pharma shares:

ISIN code : FR0010331421

Ticker code : Euronext: IPH Nasdaq: IPHA

LEI : 9695002Y8420ZB8HJE29

Disclaimer on forward-looking information and risk factors:

This press release contains certain forward-looking statements, including those within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. The use of certain words, including “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “may,” “might,” “potential,” “expect” “should,” “will,” or the negative of these and similar expressions, is intended to identify forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks and uncertainties include, among other things, the uncertainties inherent in research and development, including related to safety, progression of and results from its ongoing and planned clinical trials and preclinical studies, review and approvals by regulatory authorities of its product candidates, the Company’s reliance on third parties to manufacture its product candidates, the Company’s commercialization efforts and the Company’s continued ability to raise capital to fund its development. For an additional discussion of risks and uncertainties, which could cause the Company's actual results, financial condition, performance or achievements to differ from those contained in the forward-looking statements, please refer to the Risk Factors (“Facteurs de Risque") section of the Universal Registration Document filed with the French Financial Markets Authority (“AMF”), which is available on the AMF website http://www.amf-france.org or on Innate Pharma’s website, and public filings and reports filed with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, and subsequent filings and reports filed with the AMF or SEC, or otherwise made public by the Company. References to the Company’s website and the AMF website are included for information only and the content contained therein, or that can be accessed through them, are not incorporated by reference into, and do not constitute a part of, this press release.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified time frame or at all. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This press release and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy or subscribe to shares in Innate Pharma in any country.

For additional information, please contact:

    

Investors    

Innate Pharma     

Henry Wheeler     

Tel.: +33 (0)4 84 90 32 88    

[e-mail]    

Media Relations

For Innate:

NewCap

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Arthur Rouille

Tel. : [phone]

[e-mail]

For IFLI:

Laura DiCaprio

McDougall Communications

[e-mail]

[phone]

EXHIBIT 99.2

Additional information on the transaction

Marseille, France, December 6, 2024, 7:00 A.M. CET

Reserved Capital Increase

The capital increase reserved to the Institute for Follicular Lymphoma Innovation (IFLI) (the "Reserved Capital Increase") is effected pursuant to and in accordance with the terms and conditions of the delegation granted in the 22nd resolution of the combined general meeting of shareholders (assemblée générale mixte des actionnaires) held on 23 May 2024, following the approval of the supervisory board (conseil de surveillance) dated 11 September 2024. It will result in the issue of 1 832 899 new ordinary shares of Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) ("Innate" or the "Company") (the "New Shares"), fungible with Innate's ordinary shares, and which will be admitted to trading on Euronext Paris on the same listing line as the existing ordinary shares. The New Shares represent less than 20% of the total number of the Innate's ordinary shares already admitted to trading on Euronext Paris. The admission to trading of the New Shares on Euronext Paris is therefore exempted from the obligation to prepare a prospectus.

The New Shares will be issued on December 9th, 2024 at a price of €1.56 per new share (i.e. €0.05 par value and €1.51 issue premium), corresponding to the arithmetic average of the daily volume-weighted averages (in the central order book and excluding off-market block trades) of the Issuer's share price on Euronext Paris over the last full thirty trading days prior to the setting of the issue price.

IFLI entered into a lock-up undertaking with Innate lasting until termination or expiry of the agreement entered between Innate and IFLI to explore the potential of IPH6501, its anti-CD20 ANKET® in Follicular Lymphoma.

Following the Reserved Capital Increase, the number of shares constituting the share capital of Innate will be the following:

Total number of shares outstanding: 82,802,256 ordinary shares

6,494 Preferred Shares 2016

7,581 Preferred Shares 2017

Total number of theoretical voting rights (1): 82,802,256

Total number of exercisable voting rights (2): 82,783,681    

(1) The total number of theoretical voting rights (or “gross” voting rights) is used as the basis for calculating the crossing of shareholding thresholds. In accordance with Article 223-11 of the AMF General Regulation, this number is calculated on the basis of all shares to which voting rights are attached, including shares whose voting rights have been suspended. The total number of theoretical voting rights includes voting rights attached to AGAP 2016, i.e. 130 voting rights for the AGAP 2016-1 and 111 voting rights for the AGAP 2016-2. No voting rights attached to AGAP 2017.

The total number of theoretical voting rights (or “gross” voting rights) is used as the basis for calculating the crossing of shareholding thresholds. In accordance with Article 223-11 of the AMF General Regulation, this number is calculated on the basis of all shares to which voting rights are attached, including shares whose voting rights have been suspended. The total number of theoretical voting rights includes voting rights attached to AGAP 2016, i.e. 130 voting rights for the AGAP 2016-1 and 111 voting rights for the AGAP 2016-2. No voting rights attached to AGAP 2017.

(2) The total number of exercisable voting rights (or “net” voting rights) is calculated without taking into account the shares held in treasury by the Company, with suspended voting rights. It is released so as to ensure that the market is adequately informed, in accordance with the recommendation made by the AMF on July 17, 2007.

Innate's other shareholders will therefore suffer capital dilution as a result of the issue of the New Shares (thus, a shareholder holding 1% of the capital before the Reserved Capital Increase would hold 0.98% of the capital after its completion).

Disclaimer

This fact sheet contains certain forward-looking statements, including those within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. The use of certain words, including “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “may,” “might,” “potential,” “expect” “should,” “will,” or the negative of these and

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similar expressions, is intended to identify forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks and uncertainties include, among other things, the uncertainties inherent in research and development, including related to safety, progression of and results from its ongoing and planned clinical trials and preclinical studies, review and approvals by regulatory authorities of its product candidates, the Company’s reliance on third parties to manufacture its product candidates, the Company’s commercialization efforts and the Company’s continued ability to raise capital to fund its development. For an additional discussion of risks and uncertainties, which could cause the Company's actual results, financial condition, performance or achievements to differ from those contained in the forward-looking statements, please refer to the Risk Factors (“Facteurs de Risque") section of the Universal Registration Document filed with the French Financial Markets Authority (“AMF”), which is available on the AMF website http://www.amf-france.org or on Innate Pharma’s website, and public filings and reports filed with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, and subsequent filings and reports filed with the AMF or SEC, or otherwise made public by the Company. References to the Company’s website and the AMF website are included for information only and the content contained therein, or that can be accessed through them, are not incorporated by reference into, and do not constitute a part of, this fact sheet.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified time frame or at all. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This fact sheet and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy or subscribe to shares in Innate Pharma in any country.

The Innate shares to be purchased by IFLI have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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