Immune Therapeutics, Inc. (OTCMKTS:IMUN) Files An 8-K Entry into a Material Definitive Agreement
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 Companys 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
Companys 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 to another transaction) 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 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 Companys 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 Companys debt to St.
George Investments, LLC.
The Companys subsidiary, TNI Biotech Intl., 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 Intl. 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 FDAs 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.
to its agreement with TNI Biotech Intl., Acromax Dominicana SE
has received approval from the Dominican Republics 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.
About Immune Therapeutics, Inc. (OTCMKTS:IMUN)
Immune Therapeutics, Inc. is a biotechnology company. The Company is involved in the manufacturing, distribution and marketing of therapies to combat chronic, life-threatening diseases through the activation and modulation of the body’s immune system using its patented immunotherapy. The Company’s products and immunotherapy technologies are designed to improve the treatment of cancer, infections, such as human immunodeficiency virus (HIV)/acquired immuno deficiency syndrome (AIDS), chronic inflammatory diseases and autoimmune diseases. Its technology platform is built on various immunotherapies, such as Low Dose Naltrexone (LDN) and Methionine-Enkephalin (MENK). Its technology offers treatment for a range of cancers. The Company’s clinical programs involve immunotherapy with Methionine-Enkephalin (MENK) (sometimes referred to as opioid growth factor) and its Low Dose Naltrexone (LDN) product or LodonalTM, which stimulates the immune system even in patients with advanced cancer. Immune Therapeutics, Inc. (OTCMKTS:IMUN) Recent Trading Information
Immune Therapeutics, Inc. (OTCMKTS:IMUN) closed its last trading session up +0.0150 at 0.0550 with 1,498,436 shares trading hands.