Current Report Filing (8-k)
April 18 2016 - 3:34PM
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
April
12, 2016
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
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Entry
Into A Material Definitive Agreement
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
April 12, 2016, Immune Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”)
and nine month Promissory Note (the “Note”) with JMJ Financial (“JMJ”) in the principal amount of $656,250.The
principal sum of the Note has a 25% original issue discount.The SPA provides for a Warrant to purchase 3,515,621 shares of the
Company’s common stock with an aggregate exercise price of $492,187 as well as $75,000 of Origination Shares based upon
the lowest daily closing price of the Company’s common stock during the ten days prior to delivery of the Origination Shares.The
Note contains a default provision stating that if the Note is repaid within its nine-month term, JMJ will have the ability to
covert the Note into shares of the Company’s common stock at a price that is the lesser of $0.15 or 60% of the lowest trade
price in the 25 trading days prior to the conversion.
The
Company is required to use $225,000 of the funds received from JMJ to immediately pay-off a prior note held by St. George Investments
LLC.
The
Company agreed to include the shares of common stock underlying the Warrant and the Origination Shares in the next registration
statement the Company may file with the Securities and Exchange Commission.
So
long as the Note and Warrant are outstanding, if the Company should issue any security with terms more favorable to the holder,
or with a term not similarly provided to JMJ in the Note and Warrant, the Company is obligated to notify JMJ and, at JMJ’s
option, it may become a part of the successive transaction.
The
Note was offered and sold to the investors in a private placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(a)(2) under the Securities Act of 1933 JMJ is an accredited investors as defined in Rule 501 of Regulation
D promulgated under the Securities Act of 1933.
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:
April 18, 2016
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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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