Current Report Filing (8-k)
March 14 2017 - 6:11AM
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
February
7, 2017
Date
of Report (Date of earliest event reported)
Immune
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Florida
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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
February 7, 2017, the Board of Directors of Immune Therapeutics, Inc. (the “Company”) approved a promissory note (“Note”)
issued by the Company to Phoenix Fund Management, LLC (“PFM”) on February 6, 2017. The Note was for the principal
amount of $375,000 with an original issue discount of $50,000, meaning the Company received $325,000 from PFM to fund the Note.
The Note had a six month maturity, but was payable upon written demand by PFM. The Note also contained numerous representations
and covenants relating to the Company’s financings, securities issuances, substantial changes in operations and the like.
The
Note was convertible into common shares of the Company at any time at a rate of $0.08 per share, as adjusted for certain capital
structure changes or fundamental events. Upon the occurrence of any one of many enumerated events of default, the principal balance
of the Note is to be increased to 135% of the balance immediately before default. In addition, upon default, the interest rate
of the Note shall be increased to 25% and PFM shall have the option of converting the note at a conversion rate equal to 60% of
“market price” (lowest trading price in 20 trading days before conversion). The Note was secured by a back end convertible
note with 8% interest issued to the Company by PFM.
On
February 28, 2017, the Company entered into a settlement agreement with PFM for settlement of claims relating to the Company’s
default of certain obligations to PFM, including under the Note.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Please
see Item 1.01, incorporated herein by reference, for discussion relating to the Note.
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Prior
to February 28, 2017, PFM demanded payment in full of the Note, which the Company failed to timely pay. Consequently, PFM filed
a civil lawsuit against the Company in the circuit court of the eleventh judicial circuit in Miami-Dade County, Florida for breach
of the Note (Case No. 2017-003521 CA 01). On March 8, 2017, the court entered judgment against the Company in the amount of $675,000
(monies due under the Note plus other funds due pursuant to another transaction) pursuant to a settlement agreement entered between
the Company and PFM, whereby PFM will be permitted to convert the amount due it into free trading common shares of the Company
pursuant to Section 3(a)(10) of the Securities Act of 1933. The Company also agreed to pay a settlement fee of $5,000. The Company
has been ordered to initially reserve 90,000,000 shares for such conversions. PFM may convert the amount it is owed into
common shares of the Company at a 30% discount to the market. Should the market price decline during certain defined periods under
the settlement agreement, the Company would be obligated to issue additional shares. PFM is limited to holding no more than 4.9%
of the Company’s common stock.
Item
7.01 Regulation FD Disclosure
On
January 30, 2017, Immune Therapeutics, Inc. (the “Company”) held a conference call with its shareholders to discuss
financial highlights and operational outlook for 2017. While the Company does not believe that any material non-public information
was discussed on the call, it has posted a webcast of the call on its website at
https://www.immunetherapeutics.com
for
public review.
Item
8.01 Other Events
The
Company strengthened its balance sheet through the refinancing of its largest outstanding note at $321,846, through using Note
proceeds to pay off all of the Company’s debt to St. George Investments, LLC.
The
Company’s subsidiary, TNI Biotech Int’l., has entered into a definitive agreement with Acromax Dominicana SE for the
manufacturing of its LDN pharmaceutical products. Acromax Dominicana SE is a laboratory that specializes in the manufacturing
of a variety of pharmaceutical products, and has the necessary license and permits to manufacture, import and export pharmaceutical
products. Acromax Dominicana SE must obtain the necessary permits to produce and commercialize LDN. Acromax Dominicana SE will
manufacture LDN tablets, capsules and/or creams for export purposes only. TNI Biotech Int’l. or its assigns will direct
where they will be exported to. In the manufacturing and packaging process, Acromax Dominicana SE must comply with any and all
technical specifications provided and must also comply with the FDA´s good manufacturing practices (CGMP) and those of any
regulatory bodies where the product is exported to. LDN will be paid for on a per tablet or capsule basis with packaging paid
for separately. The term of the contract is initially one year.
Pursuant
to its agreement with TNI Biotech Int’l., Acromax Dominicana SE has received approval from the Dominican Republic’s
Ministry of Health and Social Assistance for the manufacturing and export of LodonalTM for the treatment of HIV/AIDS, opportunistic
infections, inflammatory disease and cancer in the dosages specified in the filings. Export is permitted to Nigeria, Senegal and/or
Kenya.
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:
March 14, 2017
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By:
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/s/
Noreen Griffin
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Noreen
Griffin, CEO
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Immune Therapeutics (PK) (USOTC:IMUN)
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