Item
8.01 Other Events.
On
March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order under Section 36 (Release No.
34-88318) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), granting exemptions from specified
provisions of the Exchange Act and certain rules thereunder. On March 25, 2020, the order was modified and superseded by a new
SEC order (Release No. 34-88465), which provides conditional relief to public companies that are unable to timely comply with
their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak (the “SEC Order”).
The SEC Order provides that a registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any
person required to make any filings with respect to such registrant, is exempt from any requirement to file or furnish materials
with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation
13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and
Exchange Act Rules 13f-1, and 14f-1, as applicable, if certain conditions are satisfied.
Immune
Therapeutics, Inc. (the “Company”) will be relying on the SEC Order to delay the filing of its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020 (the “Report”) due to the circumstances related to COVID-19. In particular,
COVID-19 has caused severe disruptions in access to support from the Company’s employees and support contractors. This has,
in turn, delayed the Company’s ability to complete its quarterly review and prepare the Report. Notwithstanding the foregoing,
the Company expects to file the Report no later than June 29, 2020 (which is 45 days from the Report’s original filing deadline
of May 14, 2020).
In
addition, the Company is supplementing the risk factors to be disclosed in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019 and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, with the following
risk factor:
A
pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business and
operations.
We
intend to conduct a number of clinical trials for product candidates in the fields of cancer and other indications in geographies
which are affected by the coronavirus pandemic. We believe that the coronavirus pandemic will have an impact on various aspects
of our clinical trials. For example, investigators may not want to take the risk of exposing cancer patients to COVID-19 since
the dosing of patients is conducted within an in-patient setting. Other potential impacts of the coronavirus pandemic on our various
clinical trials include patient dosing and study monitoring, which may be paused or delayed due to changes in policies at various
clinical sites, federal, state, local or foreign laws, rules and regulations, including quarantines or other travel restrictions,
prioritization of healthcare resources toward pandemic efforts, including diminished attention of physicians serving as our clinical
trial investigators and reduced availability of site staff supporting the conduct of our clinical trials, interruption or delays
in the operations of the government regulators, or other reasons related to the coronavirus pandemic. If the coronavirus pandemic
continues, other aspects of our clinical trials may be adversely affected, delayed or interrupted, including, for example, site
initiation, patient recruitment and enrollment, availability of clinical trial materials, and data analysis. Some patients and
clinical investigators may not be able to comply with clinical trial protocols and patients may choose to withdraw from our studies
or we may have to pause enrollment or we may choose to or be required to pause enrollment and or patient dosing in our ongoing
clinical trials in order to preserve health resources and protect trial participants. It is unknown how long these pauses or disruptions
could continue.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including,
without limitation, our future financial or business performance or strategies, results of operations or financial condition.
These statements may be preceded by, followed by or include the words “may,” “might,” “should,”
“estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions.
These forward-looking statements are based on information available to us as of the date they were made and involve a number of
risks and uncertainties which may cause them to turn out to be wrong. Accordingly, forward-looking statements should not be relied
upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties,
including the unprecedented impact of COVID-19 pandemic on our business, employees, consultants, service providers, stockholders,
investors and other stakeholders, our actual results or performance may be materially different from those expressed or implied
by these forward-looking statements. Please refer to our Form 10-K to be filed with the SEC as well as any subsequent filings
made by us pursuant to the Exchange Act, each of which is available on the SEC’s website (www.sec.gov), for a full discussion
of the risks and other factors that may impact any forward-looking statements in this presentation.