SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 29, 2020
Date of Report (Date of earliest event reported)
Immune Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||
|2431 Aloma Ave, Suite 124, Winter Park, FL||32792|
|(Address of principal executive offices)||(Zip Code)|
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):
|[ ]||Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of Exchange on which registered|
|Common stock||IMUN||OTC Markets|
Emerging growth company [X]
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 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 29, 2020, Mr. Michael K. Handley, director, president and CEO of Immune Therapeutics, Inc. (“Immune” or the “Company”) tendered his resignation in a letter to the Company’s Board, which was formally accepted on April 30, 2020. Mr. Handley will remain in the leadership of the Company’s non-public affiliates, Cytocom, Inc. and Forte Biotechnology Intl. Corp. The Immune Board appointed director Kevin J. Phelps as interim president and CEO. Concurrently, a mutual release and non-disparagement agreement was executed between Mr. Handley and the Company. While amicable, the resignation was due to disagreements between Mr. Handley and the Board on strategic direction and related milestones. The Board has assembled an experienced management transition team to formulate and execute a strategy for long term viability of the Company to benefit its shareholders.
Director Clifford A. Selsky MD PhD has been unable to participate in recent Board meetings and anticipates this to continue during the current corporate and leadership transition, due to the demands of his pediatric medical practice during the COVID-19 pandemic. Dr. Selsky therefore submitted his resignation to the Board on May 4, 2020. The Board thanked him for his years of valuable service to the shareholders of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
|10.1||Mutual Release and Non-Disparagement Agreement effective April 30, 2020|
|10.2||Board Resolution dated April 30, 2020|
|99.1||Press Release dated May 5, 2020|
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.
|IMMUNE THERAPEUTICS, INC.|
|Date: May 5, 2020||By:||/s/ Roscoe M. Moore|
|Roscoe M. Moore Jr., Chairman|
MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT
[Immune Therapeutics, Inc. and Mr. Michael K. Handley]
This Mutual Release and Non-Disparagement Agreement (the “Agreement”) is entered into on April 26, 2020, by and between Michael K. Handley (“Mr. Handley”), a resident of the State of Colorado, and Immune Therapeutics, Inc. (the “Company”), a Florida Corporation.
The mutual release is intended to affect the termination of any obligations by either party as hereinafter designated. The mutual non-disparagement is intended to affect an enforceable prohibition of disparagement of one party by the other as described herein. The parties are advised to seek independent legal counsel with respect to entering into this Agreement.
WHEREAS, Mr. Handley submitted his resignation to a quorum of the Board of Directors of the Company from all of Mr. Handley’s positions held with the Company, inclusive of President, Chief Executive Officer, and Director, on April 21, 2020, and again on April 24, 2020 at a formal meeting of the Board of Directors held between approximately 4 pm EDT and 4:15 pm EDT on that day, and the Board of Directors duly accepted such resignation effective immediately;
WHEREAS, Mr. Handley and the Members of the Board of Directors expressed a sincere intention to amicably and professionally execute the immediate transition for the benefit of the parties, shareholders, and other stakeholders;
WHEREAS, both parties recognize that such an amicable and professional transition is best achieved through a mutual release of liabilities between the parties and a mutual commitment of non-disparagement of one party in respect of the other party;
WHEREAS, both parties recognize that by the execution of the mutual release contained in this Agreement, they each are agreeing on their own behalf and for any of their heirs and assigns, to expressly release the other party inclusive of any of the other party’s heirs and assigns, from all liability for claims and/or demands which may arise from the employment of Mr. Handley by the Company, the employment contract dated September 20, 2019, whether or not existing prior to the resignation, executed between the parties as evidenced by the signatures of Ms. Noreen Griffin, the Chief Executive Officer of the Company prior to and including some segment of September 20, 2019, and Mr. Handley (for reference, attached hereto or accompanying the Agreement as Annex A), and any follow-on agreements between the parties up to and including April 24, 2020 (all herein referred to as the “Employment and Contract”);
WHEREAS, the parties to this Agreement desire to provide releases under the terms and conditions set forth herein;
WHEREAS, both parties to this Agreement recognize that by the execution of the non-disparagement conditions contained in this agreement, they each are agreeing on their own behalf and for any of their heirs and assigns, from engaging in any disparagement of one party in respect of the other party, under the terms and conditions set forth herein;
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NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Mr. Handley does hereby release, cancel, forgive and forever discharge the Company and each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, divisions, heirs, successors and assigns, and all of their officers, directors, consultants, attorneys, agents, auditors, and employees from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of the Employment and Contract, defined above, from the first day of the world, including this day and each day hereafter, and Mr. Handley does specifically waive any claim or right to assert any cause of action or alleged case of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mutual mistake, been omitted from the release provisions of this Agreement.
2. The Company does hereby release, cancel, forgive and forever discharge Mr. Handley and each of his holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee, representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever related to the Employment and Contract, from the first day of the world, including this day and each day hereafter, and the Company does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from the release provisions of this Agreement.
3. Each of the parties agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the other party, its employees, directors, officers, attorneys, consultants, or agents relating to or arising out of the Employment and Contract. The parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients.
Applicable Law. This Agreement shall be construed under and in accordance with the laws of the State of Florida.
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Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. The provisions of this Agreement must be read as a whole and are not severable and/or separately enforceable by either party hereto.
Attorneys’ Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.
Signatures. This Agreement shall be executed on behalf of Mr. Handley by Michael K. Handley and on behalf of the Company both by Dr. Roscoe M. Moore, Jr., Chairman of the Company’s Board of Directors and Chad S. Johnson, Esq., Independent Outside Counsel to the Company’s Board of Directors. This Agreement may be executed in multiple duplicate counterparts, each of which shall be deemed an original agreement and all of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format or PDF) by either of the parties or any of the signatories, and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile, as if the original had been received.
[Signatures Immediately Follow]
|Michael K. Handley|
|Dr. Roscoe Moore|
|Chairman of the Board|
|Chad S. Johnson, Esq.|
[Annex A Is Attached Hereto or Accompanies this Agreement]
[End of Document]
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WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF IMMUNE THERAPEUTICS, INC.
The undersigned, being all of the Directors (the “Directors”) of Immune Therapeutics, Inc., a Florida corporation (the “Company”), required to enact these resolutions by majority, pursuant to Section 607.0821 of the Florida Business Corporation Act and the Bylaws of the Company, hereby consent to the following actions and hereby adopt and approve the following recitals and resolutions by written consent.
WHEREAS, On April 29, 2020 Mr. Michael K. Handley resigned in a written instrument (the “Resignation Letter”) (“Exhibit A”) from his positions as CEO, President, and Member of the Board of Directors of the Company (the “Board”).
WHEREAS, On April 30, 2020 the Board accepted and ratified Mr. Handley’s written resignation and entered into a mutual release and non-disparagement agreement (the “Agreement”) (“Exhibit B”) with him.
WHEREAS, On April 30, 2020 the Board also appointed Director Kevin J. Phelps to serve as Interim CEO and President and proceeded to engage a five (5) person transition team.
NOW, THEREFORE, BE IT:
RESOLVED, that the resignations as expressed in the Resignation Letter of Mr. Michael Handley as CEO, President, and Director of the Company are hereby accepted by the Board;
RESOLVED, that Director Kevin J. Phelps is appointed to serve as Interim CEO and President and Mr. Phelps has accepted such appointment, with any related compensation to be determined by Mr. Phelps and the Company within thirty (30) days;
RESOLVED, that management of the Company will file the proper paperwork with the SEC and any other regulatory body to notify them of the resignations of Mr. Handley, the entering into of the Agreement, and the appointments of Mr. Phelps within the relevant regulatory time frames.
FURTHER RESOLVED, that the Directors and Officers of the Company be, and each of them hereby is, authorized and directed to take all such further actions and to execute and deliver, in the name of and on behalf of the Company, any and all such further documents, agreements, instruments and undertakings deemed necessary to execute the intent and will of the Directors in these resolutions;
FURTHER RESOLVED, that any and all actions taken by the Directors and Officers of the Company or their designees prior to the date hereof and contemplated by the foregoing resolutions are hereby adopted and approved as the acts and deeds of the Company.
IN WITNESS WHEREOF, the undersigned, do hereby certify that we are members of the Board of Directors of the Company; that the aforementioned resolutions are duly adopted and ratified by the Board of Directors as of April 30, 2020, and held in accordance with its Bylaws and the laws of the State of Florida; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect; and by the undersigned Directors, by their signatures hereunder, waive any requirement of notice required by law or the Company’s Bylaws, and execute this written consent as of the 30h day of April, 2020; the undersigned hereby agree that this written consent may be executed in one or more duplicate counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one action.
|PRINTED: ROSCOE MOORE JR.||PRINTED: KEVIN PHELPS|
|PRINTED: Michael Sander||PRINTED: CLIFFORD SELSKY|
Immune Therapeutics, Inc. Focusing to Drive Shareholder Value
Winter Park, FL, May 5, 2020 — OTC PR WIRE –Immune Therapeutics, Inc. (OTC: IMUN) (IMUN) (“Immune” “IMUN” or the “Company”) is a late-stage biopharmaceutical company focused on the development of T-cell activation immunotherapy to treat life-threatening or chronic diseases announced it has initiated a corporate plan to drive shareholder value.
Recent economic events require that Immune revisit its business model and explore new opportunities to drive shareholder value. The Board of Directors is evaluating its technology portfolio, looking to focus on near-term opportunities, and strengthening its balance sheet by liquidating idle assets and initiating a new round of capital.
A critical success factor is “focus”, noted Director and Interim CEO Kevin Phelps. To that end, Michael K. Handley, formerly CEO and Director, resigned from Immune to take an executive role at Cytocom Inc., a drug development company focused on oncology. Immune will look to align its oncology assets with Cytocom in which it currently holds a significant equity interest.
Furthermore, Immune intends to enter into a license agreement with Forte Biotechnology Intl. Corp. for veterinary applications of its technology. Under the terms of the proposed agreement, Forte will provide Immune an equity stake in the Company and assume certain of Immune’s financial obligations.
And finally, it is with mixed emotions that the Company announces that Dr. Cliff Selsky, a long term Director, has resigned from the Immune Board of Directors to focus on his medical practice during the COVID-19 pandemic. The Company and its shareholders want to express the strongest gratitude to Cliff for his years of dedicated service.
Immune Therapeutics, Inc.
Immune Therapeutics, Inc is a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing therapeutics in the disease areas of immunology, inflammation and oncology. Its goal is to be an industry leader in each of these therapeutic areas and to enhance and extend the lives of patients suffering from such diseases. More information can be found at www.immunetherapeutics.com
FORWARD LOOKING STATEMENTS
This release may contain forward-looking statements. Actual results may differ from those projected due to a number of risks and uncertainties, including, but not limited to, the possibility that some or all the matters and transactions considered by the Company may not proceed as contemplated, and by all other matters specified in the Company’s filings with the Securities and Exchange Commission. These statements are made based upon current expectations that are subject to risk and uncertainty. The Company does not undertake to update forward-looking statements in this news release to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information. Assumptions and other information that could cause results to differ from those set forth in the forward-looking information can be found in the Company’s filings with the Securities and Exchange Commission (www.sec.gov), including its recent periodic reports.
Kevin J. Phelps, Director, Interim Chief Executive Officer & President