Item
1.01. Entry into a Material Definitive Agreement.
The
12/5 Agreement
On
December 5, 2017, Immune Therapeutics, Inc. (the “Company”) entered into an Independent Corporate Development and
Consulting Agreement (the “12/5 Agreement”) with CSJ Group, LLC, a Delaware limited liability company (“CSJ”)
and Advanced BioStrategies, Inc. (“ABS”). Pursuant to the 12/5 Agreement, CSJ and ABS (collectively, “Consultant”)
agreed to provide consulting services to the Company in exchange for (i) a monthly salary to ABS for $2,500.00, beginning November
1, 2017, until February 1, 2018, and $5,000.00 from February, 2018 until the end of the 12/5 Agreement’s term, (ii) 1,500,000
non-qualified stock options (the “Options”), to be issued upon approval of a revised stock option plan by the Company,
and (iii) 10,000,000 warrants (the “Warrants”). The Effective Date of the 12/5 Agreement is July 15, 2017 and the
initial term of the 12/5 Agreement is for 36 months. It is the intention of the parties that the 12/5 Agreement should be extended
for an additional 12 months term unless earlier terminated by the parties prior to the end of the initial term.
Of
the Options to be issued, 35% of the Options at each strike price (identified below) shall vest on the execution of the 12/6 Agreement
and 2.83% of the Options at each strike price shall vest on each successive 15th day of a month thereafter. The Options may be
exercised for a period of two years from their issuance.
Number of Options
|
|
Strike Price
|
|
125,000
|
|
$
|
0.10
|
|
125,000
|
|
$
|
0.20
|
|
125,000
|
|
$
|
0.30
|
|
125,000
|
|
$
|
0.50
|
|
125,000
|
|
$
|
0.75
|
|
125,000
|
|
$
|
1.00
|
|
125,000
|
|
$
|
2.00
|
|
125,000
|
|
$
|
4.00
|
|
125,000
|
|
$
|
6.00
|
|
125,000
|
|
$
|
8.00
|
|
125,000
|
|
$
|
10.00
|
|
125,000
|
|
$
|
12.00
|
|
Further,
of the Warrants to be issued, 35% of the Warrants shall vest and may be exercised on execution of the Warrant Agreement and 996,500
total Warrants shall vest and may be exercised on each successive 15th day of a month thereafter. The Warrants have an exercise
price of $0.05 and a term of five years.
Both
the Warrants and Options contain a cashless exercise feature as below detailed. The 12/5Agreement otherwise contains standard
representations and warranties. The Company has agreed to use best efforts to register the Warrants and Options by February 1,
2018.
The
Options and the Warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the holder shall be entitled to receive a number of shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:
(A)
= the VWAP on the trading day immediately preceding the date on which the holder elects to exercise the Option or Warrant by means
of a “cashless exercise,” as set forth in the applicable notice of exercise;
(B)
= the Exercise Price of the Option or Warrant, as adjusted; and
(X)
= the number of shares that would be issuable upon exercise of the Option or Warrant in accordance with the terms of the Option
or Warrant if such exercise were by means of a cash exercise rather than a cashless exercise
The
12/6 Agreement
On
December 6, 2017, the Company entered into an Independent Corporate Development and Legal Advising Agreement (the “12/6
Agreement”) with CSJ and August Strategic & Legal Advisors, Inc. (“August Strategic”). Pursuant to the 12/6
Agreement, CSJ and August Strategic (collectively, “Advisor”) agreed to perform legal consulting services for the
Company in exchange for (i) a monthly salary of $5,000 per month to Austin Strategic, beginning with October’s period and
payable in November for $5,000.00, beginning on November 1, 2017, (ii) 3,000,000 free-trading common shares issued pursuant to
an S-8 registration statement to be filed by the Company, which shares are to be held in Escrow and dispensed upon the completion
of certain milestones, (iii) 5,000,000 restricted shares of the Company’s common stock, to be held in escrow; 1,750,000
of which vested upon execution of the Agreement and 498,250 of which vest each month thereafter, (iv) 1,500,000 non-qualified
stock Options, to be issued upon approval of a revised stock option plan by the Company, and (v) 10,000,000 Warrants. The Effective
Date of the 12/6 Agreement is July 15, 2017 and the initial term of the 12/6 Agreement is for 36 months. It is the intention of
the parties that the 12/6 Agreement should be extended for an additional 12 months term unless earlier terminated by the parties
prior to the end of the initial term.
Of
the Options to be issued, 35% of the Options at each strike price (identified below) shall vest on the execution of the 12/6 Agreement
and 2.83% of the Options at each strike price shall vest on each successive 15th day of a month thereafter. The Options may be
exercised for a period of two years from their issuance.
Number of Options
|
|
Strike Price
|
|
125,000
|
|
$
|
0.10
|
|
125,000
|
|
$
|
0.20
|
|
125,000
|
|
$
|
0.30
|
|
125,000
|
|
$
|
0.50
|
|
125,000
|
|
$
|
0.75
|
|
125,000
|
|
$
|
1.00
|
|
125,000
|
|
$
|
2.00
|
|
125,000
|
|
$
|
4.00
|
|
125,000
|
|
$
|
6.00
|
|
125,000
|
|
$
|
8.00
|
|
125,000
|
|
$
|
10.00
|
|
125,000
|
|
$
|
12.00
|
|
Further,
of the Warrants to be issued, 35% of the Warrants shall vest and may be exercised on execution of the Warrant Agreement and 996,500
total Warrants shall vest and may be exercised on each successive 15th day of a month thereafter. The Warrants have an exercise
price of $0.05 and a term of five years.
Both
the Warrants and Options contain a cashless exercise feature similar to above detailed. The 12/6Agreement otherwise contains standard
representations and warranties. The Company has agreed to use best efforts to register the Warrants and Options by February 1,
2018.