Current Report Filing (8-k)
December 23 2016 - 2:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
December
21, 2016
Date
of Report (Date of earliest event reported)
Immune
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Florida
|
|
000-54933
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59-3226705
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.
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37
North Orange Ave, Suite 607, Orlando, FL
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32801
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
888-613-8802
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
December 21, 2016, Immune Therapeutics, Inc. (the “Company”) entered into an exchange agreement (the “Agreement”)
with St. George Investments, LLC (“St. George”), whereby the Company agreed to exchange that certain promissory note
issued by the Company to St. George on May 5, 2016 (the “Note”) for a substantially similar promissory note (the “Exchange
Note”) and 700,000 free-trading shares of the Company’s common stock pursuant to 3(a)(9) of the Securities Act of
1933.
The
terms of the Note and the Exchange Note are substantially similar except that, pursuant to the Exchange Note, interest is 25%
per annum without a default rate and St. George may not convert into common shares of the Company until February 10, 2017, whereas
it was previously entitled to convert the entire Note in accordance with its terms. The unadjusted conversion rate under the Exchange
Note remains unchanged at $0.20. The principal amount of the Exchange Note is $311,081.81, the amount of principal, accrued interest
and fees due under the Note, less amounts previously converted by St. George. Pursuant to the Exchange Agreement, St. George may
not own more than 4.9% of the Company’s voting stock at any time, unless waived by St. George with 61 days’ notice.
The Exchange Agreement otherwise contains standard representations and warranties.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See
disclosures in Item 1.01, which are incorporated by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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IMMUNE
THERAPEUTICS, INC.
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Date:
December 23, 2016
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By:
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/s/
Noreen Griffin
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Noreen
Griffin, CEO
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