Securities Registration: Employee Benefit Plan (s-8)
October 15 2018 - 9:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
IMMUNE
THERAPEUTICS, INC.
(Exact
name of registrant as specified in charter)
Florida
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59-3226705
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
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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Independent
Corporate Development and Legal Advising Agreement executed December 6, 2017
(Full
title of plan)
Noreen
Griffin
Chief Executive Officer of Immune Therapeutics, Inc.
37
North Orange Ave, Suite 607, Orlando, FL 32801
(Name
and address of agent for service)
888-613-8802
(Telephone
number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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Emerging
growth company [X]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of securities to be registered
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Amount to be registered
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of registration fee(2)
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Common Stock, par value $0.0001 per share (1)
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3,000,000 shares
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$
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0.0108
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$
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32,400.00
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$
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3.93
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(1)
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The
aggregate amount of securities registered hereunder is 3,000,000 shares of Common Stock of Immune Therapeutics, Inc., a Florida
corporation (the “Registrant”, “Company”, “us”, “our” or “we”)
to be issued upon the grant of awards pursuant to the Independent Corporate Development and Legal Advising Agreement executed
on December 6, 2017 (the “Advising Agreement”). In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration
Statement”) filed by the Company, shall also cover additional shares of common stock which may become issuable by reason
of any stock split, stock dividend, recapitalization or other similar transactions effected without consideration which results
in an increase in the number of the Registrant’s shares of outstanding common stock.
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(2)
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The
fee is calculated by multiplying the aggregate offering amount by .0001212.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
This
Registration Statement relates to the issuance of up to 3,000,000 shares of the Company’s common stock to an individual
independent contractor of the Company (the “Participant”) pursuant to an Independent Corporate Development and Legal
Advising Agreement, dated December 6, 2017, between,
inter alia
, the Company and Participant.
Item
1 Plan Information.*
Item
2 Registrant Information and Employee Plan Annual Information.*
*The
information specified in Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the
provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Registration Statement on Form S-8.
The documents containing the information specified in Part I will be delivered to the participants covered by this Registration
Statement as required by Rule 428(b)(1).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be
part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby
incorporate by reference into this Registration Statement the following documents previously filed with the SEC:
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a.
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The
Registrant’s Annual Report on Form 10-K for the annual period ended December 31, 2017;
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b.
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The
Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2018;
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c.
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The
Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2018;
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d.
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The
Registrant’s Current Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished
and not filed) filed on March 28, 2018, April 27, 2018, May 55, 2018, and June 11, 2018, respectively; and
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e.
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The
description of the Registrant’s Common Stock is contained in our Form S-1, filed on October 14, 2016, and its amendments
filed on November 10, 2016 and December 1, 2016, respectively.
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Except
to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities
offered hereby have been sold or deregistering all securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Under
our Articles of Incorporation and Bylaws, we will indemnify, to the extent allowed under Florida Statutes, an officer or director
who is made a party to any proceeding, including a lawsuit, because of their position. We must advance expenses incurred in defending
a proceeding. The person to be indemnified must have acted in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful.
Section
607.0850 of the 2017 Florida Statutes provides that our officers and directors will not be liable to us or our stockholders for
monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers
to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions of Florida law, the Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
The
Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Item
9. Undertakings.
(a)
The Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on October 15, 2018.
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Immune
Therapeutics, Inc.
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By:
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/s/
Noreen Griffin
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Noreen Griffin, Director and Chief Executive Officer
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By:
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/s/
Peter Aronstam
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Peter Aronstam, Principal Accounting Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Noreen Griffin
and Peter Aronstam, and each of them, with full power of substitution, his or her true and lawful attorney-in-fact to act for
him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes,
as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
October
15, 2018
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/s/
Noreen Griffin
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Date
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Noreen
Griffin, Director and Chief Executive Officer/ Principal Executive Officer
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October
15, 2018
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/s/
Edward Teraskiewicz
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Date
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Edward
Teraskiewicz, Director
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October
15, 2018
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/s/
Jack Brewer
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Date
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Jack
Brewer, Director
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October
15, 2018
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/s/
Clifford Selsky
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Date
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Clifford
Selsky, Director
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