8-K

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

Date of Report (Date of earliest event reported): November 3, 2022 (November 9, 2022)

IMMUNE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Florida	000-54933	59-3226705
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2431 Aloma Ave., Suite 124, Winter Park, Florida	32792
(Address of principal executive offices)	(Zip Code)

888-391-9355

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the 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))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

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 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this report regarding the appointment of Kelly Wilson as Interim President and Interim Chief Executive Officer of the Company is incorporated by reference herein.

Wilson Consulting Agreement

In connection with Kelly O. Wilson’s appointment as Interim President and Interim Chief Executive Officer, on November 8, 2022, Immune Therapeutics, Inc. (the “Company”) and Ms. Wilson entered into a consulting agreement (the “Wilson Consulting Agreement”).

Pursuant to the Wilson Consulting Agreement, Ms. Wilson agreed to provide a minimum of 40 hours of service to the Company per week as an independent consultant in connection with her duties as the Interim Chief Executive Officer, Interim President, Chief Operating Officer.

Ms. Wilson will be paid an initial fee of $31,500, a monthly fee of $21,000, and a medical insurance stipend of up to $2,800 per month. Ms. Wilson may alternatively elect to receive an amount of restricted shares of the Company’s common stock equal to such cash compensation as valued at the lower of (a) 25% below any current offering price, or the most recent offering price of the common stock, or (b) 50% below the Company’s current common stock value, determined by the average of the previous 30 days’ closing market prices, in lieu of cash compensation. The election to receive shares may be made from 30 days before and up to 60 days after the date that such cash compensation would have been payable to Ms. Wilson.

The initial term of the Wilson Consulting Agreement will be 12 months beginning November 1, 2022 and will renew automatically for up to three additional one-year terms unless notice is given in writing 30 days prior to the end of each term. The Wilson Consulting Agreement may be terminated without cause by either party with 30 days’ written notice. The Wilson Consulting Agreement contains customary non-disclosure and non-disparagement provisions.

Farmer Consulting Agreement

On November 8, 2022, the Company and Glen Farmer, Chief Financial Officer of the Company, entered into a consulting agreement (the “Farmer Consulting Agreement”). Under the Farmer Consulting Agreement, Mr. Farmer agreed to provide a minimum of 20 hours of service to the Company per week as an independent consultant in connection with his duties as the Chief Financial Officer of the Company.

Mr. Farmer will be paid an initial fee of $31,500, a monthly fee of $10,500 and a medical insurance stipend of up to $2,800 per month. Mr. Farmer may alternatively elect to receive an amount of restricted shares of the Company’s common stock equal to such cash compensation as valued at the lower of (a) 25% below any current offering price, or the most recent offering price of the common stock, or (b) 50% below the Company’s current common stock value, determined by the average of the previous 30 days’ closing market prices, in lieu of cash compensation. The election to receive shares may be made from 30 days before and up to 60 days after the date that such cash compensation would have been payable to Mr. Farmer.

The initial term of the Farmer Consulting Agreement will be 12 months beginning November 1, 2022 and will renew automatically for up to three additional one-year terms unless notice is given in writing 30 days prior to the end of each term. The Farmer Consulting Agreement may be terminated without cause by either party with 30 days’ written notice. The Farmer Consulting Agreement contains customary non-disclosure and non-disparagement provisions.

The foregoing description of the Wilson Consulting Agreement and Farmer Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Wilson Consulting Agreement and the Farmer Consulting Agreement filed as Exhibit 10.1 and Exhibit 10.2, to this report, respectively, which are incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Stephen Wilson as President, Chief Executive Officer, and Director

On November 3, 2022, Stephen Wilson, President, Chief Executive Officer, and a director of the Company, delivered a letter of resignation to the Company, pursuant to which Dr. Wilson resigned from all positions with the Company, effective immediately. As indicated in the letter, Dr. Wilson resigned due to a lack of director and officer liability insurance. A copy of the letter of resignation of Dr. Wilson is attached hereto as Exhibit 17.1.

Resignation of Dr. Clifford Selsky as Director

On November 4, 2022, Dr. Clifford Selsky, a director of the Company, delivered a letter of resignation to the Company, pursuant to which Dr. Selsky resigned from his position with the Company, effective immediately. Dr. Selsky’s resignation was not the result of any material dispute or disagreement with the Company, the Company’s management, or the Company’s Board on any matter relating to the operations, policies or practices of the Company. A copy of the letter of resignation of Dr. Selsky is attached hereto as Exhibit 17.2.

Appointment of Kelly Wilson as Interim President and Interim Chief Executive Officer

On November 3, 2022, the Board of the Company appointed Kelly O. Wilson, the Chief Operating Officer, as Interim President and Interim Chief Executive Officer. Ms. Wilson was elected until her successor is duly elected and qualified. Ms. Wilson, age 52, has served as the Chief Operating Officer of the Company since August 2022. From 2013 to April 2020, Ms. Wilson was the Company’s Chief Technology Officer. From September 2014 to April 2020, Ms. Wilson also served as the Chief Technology and Information Officer of Cytocom Inc., a clinical-stage biopharmaceutical company and former subsidiary of the Company. From August 2016 to August 2019, Ms. Wilson was the Director of Program and Project Management of Cytocom from April 2020-April 2022; during that time Cytocom merged with Cleveland Biolabs Inc. and became Statera Biopharma Inc. (Nasdaq: STAB). From May 2022 to July 2022, Ms. Wilson was the Chief Operating Officer of Biostax, Inc., an immunotherapy startup. Ms. Wilson graduated with honors from the University of Central Florida with a master’s degree in systems design and a bachelor’s degree in English.

As compensation for services to be rendered to the Company by Ms. Wilson, the Board approved the Wilson Consulting Agreement. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

There are no arrangements or understandings between Ms. Wilson and any other persons pursuant to which she was selected as Interim Chief Executive Officer and Interim President. Ms. Wilson is married to Robert Wilson, a director of the Company. Ms. Wilson is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Wilson Consulting Agreement and Farmer Consulting Agreement is incorporated by reference herein.

Item 8.01 Other Events.

On November 9, 2022, the Company issued a press release announcing the appointment of Kelly O. Wilson as the Company’s Interim Chief Executive Officer and Interim President, Dr. Stephen Wilson’s resignation as the Company’s Chief Executive Officer, President and director, and Dr. Clifford Selsky’s resignation as a director of the Company. A copy of the press release is attached to this report as Exhibit 99.1. The press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Consulting Agreement, dated November 1, 2022, between Immune Therapeutics, Inc. and Kelly O. Wilson
10.2	Consulting Agreement, dated November 1, 2022, between Immune Therapeutics, Inc. and Glen Farmer
17.1	Resignation Letter of Dr. Stephen Wilson, dated November 3, 2022
17.2	Resignation Letter of Dr. Clifford Selsky, dated November 4, 2022
99.1	Press release dated November 9, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: November 9, 2022	IMMUNE THERAPEUTICES, INC.
	/s/ Kelly O. Wilson
	Name: Kelly O. Wilson
	Title: Interim Chief Executive Officer, Interim President, and Chief Operating Officer

EX-10.1

Exhibit 10.1

EXECUTIVE CONSULTING AGREEMENT

IMMUNE THERAPEUTICS, INC.

AND

KELLY WILSON

November 1, 2022

This Executive Consulting Agreement (this “Agreement”) is made and entered into as of November 1, 2022 by and between Ms. Kelly O. Wilson (“Executive”), and Immune Therapeutics, Inc. a Florida corporation (the “Company’’), who are hereinafter sometimes collectively referred to as “the parties.”

WITNESSETH

WHEREAS, the Company desires to engage the Executive as a consultant to perform the services hereinafter described, and Executive desires to perform such services upon the terms and conditions set forth in this Agreement;

WHEREAS, the Executive was appointed Chief Operating Officer on August 2, 2022 and has been working full time, for the Company since that appointment and the Company desires to compensate the Executive for her work.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein, the parties agree as follows:

1.

Term. The term of this Agreement shall be for a twelve (12)-month period commencing on November 1, 2022 and ending on September 30, 2023 (the initial “Term”), unless sooner terminated in writing by mutual consent or pursuant to the provision of Section 6 below. Unless notice of intention to terminate this Agreement at the end of the Initial Term is given, in writing by Executive to Company at least thirty (30) days prior to the end of the initial term, or any extension period, and provided that Executive has not breached in any material fashion any of the terms of conditions of their Agreement, then this Agreement shall automatically be renewed and extended for up to three (3) consecutive one (1) year periods upon the terms and conditions set forth herein, unless different terms are agreed to between the parties in writing.

2.

Position and Duties

The Executive shall serve full time as Chief Operating Officer (“COO”) and interim Chief Executive Officer (“CEO”) & President, and shall have the duties and privileges customarily associated with an executive occupying such roles. She shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance the interests of the Company. Executive shall report to the Company’s Board of Directors (the “BOD”).The Executive agrees to perform to the best of their ability, experience and talent those acts and duties, consistent with the position of COO and Interim CEO & Presidents the BOD shall from time to time lawfully direct. During the Term, the Executive also shall serve in such other executive-level positions or capacities as may, from time to time, be reasonably requested by the BOD, including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of a governing body of any of the Company’s subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Company’s subsidiaries or other Affiliates, and/or (c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, “Affiliate” of any individual or entity means any other individual or entity that directly or individual controls, is controlled by, or is under common control with, the individual or entity.

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EXECUTIVE CONSULTING AGREEMENT	K. Wilson

3.

Extent and Nature of Services. Executive shall devote approximately forty (40) to fifty (50) hours a week the Company’s business as may be required to properly perform their duties.

4.

Relationship of Parties. It is the express intention of the parties that Executive is an independent Executive, and not an employee or agent of the Company and that nothing in this Agreement shall create or establish any joint venture, partnership, or any relationship of employer and employee between the Company and Executive, or any principal and agent or any similar relationship. Executive will not enter into any contract or commitment on behalf of the Company. The Company will not be liable for any debts or other liabilities of Executive. Both parties acknowledge that Executive is not an employee for state or federal tax purposes and as such Executive is responsible for paying all required local, state and federal taxes. During the Term, the Executive may engage in other activities; provided, however, that Executive will not engage in any activity, paid or otherwise, for a competitor of the Company so long as this Agreement is in effect.

The Executive will perform all duties in a professional, ethical and businesslike manner.

5. Compensation.

5.1	Previous Compensation. As compensation for the Executive’s previous work for the Company, the Company agrees to pay the Executive $31,500 upon executive of this Agreement.
5.2	Base Compensation. As compensation for Executive performing the services under this Agreement, the Company agrees to pay Executive a monthly fee of $21,000 a month. The fee will be divided into two (2) payments on the 15th and last day of the month. This first payment will be prorated based on the start date.
5.3	Stock in Lieu of Cash Compensation. In lieu of cash for any payments due to the Executive including all payments due upon termination of this Agreement, the Executive may elect to receive restricted shares of the Company’s Common stock valued at whichever is lower: (a)25% below any current offering price (or the most recent offering price if the Company is not engaged in the offering) or (b) 50% below the Company’s current common stock value as determined by the average of the previous 30 days’ closing market prices. The election can be made from 30 days before and up to 90 days after the date such cash should have been paid to the Executive.
5.4	Medical Insurance Reimbursement. During the term of this Agreement, the Company agrees to pay Executive a monthly stipend of up to $2800 per month (“Medical Insurance Reimbursement”) in addition to their annual salary to cover medical insurance premiums and HSA contributions for the Executive and the Executive’s dependents until such time that the Company can make available an alternative medical insurance plan. Nothing herein shall be deemed to impose any other or further obligation or liability on the part of the Company with respect to any medical costs incurred by Executive during the term of his employment.
5.5	Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures; provided that any expense above $5,000 shall be first approved by the Chief Financial Officer.

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EXECUTIVE CONSULTING AGREEMENT	K. Wilson

5.6 Indemnification. In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s service hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, Executive, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees).

6.

Termination. This Contract may be terminated by either party upon no less than thirty (30) calendar days written notice, without cause, unless a lesser time is mutually agreed upon by both parties. Whether the Executive’s service is terminated upon the expiration of the Consulting Term or under the terms of this Section 6, the Executive shall be entitled to receive with two (2) weeks following the date of termination: (i) any accrued but unpaid Base Compensation; (ii) reimbursement for unreimbursed expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy.

7.

Non-Disclosure. Executive acknowledges that, in order for Executive to effectively perform its duties hereunder, the Company will disclose to Executive certain valuable trade secrets and Confidential Information (defined below) that have been created, discovered or developed by, or that otherwise have become known to the Company as a result of substantial effort, expense and time incurred by the Company or which have been assigned or otherwise conveyed. In light of such acknowledgement, Executive hereby agrees as follows:

7.1	Trade Secrets. Executive hereby acknowledges that certain processes, formulas and mechanisms used by the Company in its operation of its business are not generally known to the public or to other persons engaged in businesses similar to its business and, as such constitute its trade secrets. Executive hereby agrees never to directly or indirectly disclose or use, or assist anyone else in disclosing or using such trade secrets to any person or entity other than as authorized in the regular course of the performance of this Agreement.
7.2	Confidential Information. Executive will not divulge, disclose or make accessible to any person or entity any information (in written, oral or electronic form) that the Company or its affiliates (as that term is defined under the Securities Act of 1933) may provide to Executive or of which Executive may become aware including, without limitation, the following confidential business information of the Company: (i) marketing plans, strategies and forecasts; (ii) financial statements, budgets, prices, costs and financial projections; (iii)customer names, addresses and contact persons; and (iv)suppliers and the details of their business agreements (collectively, “Confidential Information”).
	Confidential Information does not include information that is in the public domain other than through a breach of a duty of confidentiality by Executive or a third party.

Executive will keep the Confidential Information confidential, will not use it for any purpose other than to perform the services under the Scope of Work. If disclosure of any Confidential Information is required by law while in the possession of Executive, Executive will promptly notify the Company, provide the Company with copies of all documents seeking such disclosure, together with copies of all material sought, and will not disclose any information voluntarily.

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EXECUTIVE CONSULTING AGREEMENT	K. Wilson

Executive agrees that no remedy at law is adequate to compensate the Company for a breach of this Section 7 and that the Company therefore will be entitled to temporary and permanent injunctive relief against any such breach, or the threat of any such breach, without having to prove actual damages or the adequacy of money damages, in addition to any other remedy which may be available to the Company.

The terms and conditions of this Section 7 will survive the expiration or termination of this Agreement for any reason.

8. Property of the Company. Executive agrees that upon termination of this Agreement, it will promptly deliver to the Company all written and other materials in its possession or control which contain any of the trade secrets and confidential business information described in Section 9 hereof and all other property of the Company in its possession or control at such time, which was obtained from the Company or compiled or produced for the Company during the Term, including, but not limited to, records, data, plans, programs, program listings, flow charts, record layouts, computer printouts, magnetic tapes, diskettes, disks, card decks, letters and customer lists with exception of personal diaries.

9. Relations with Third Parties and Representations of the Parties.

Executive agrees that the Company may make known to others, either during or subsequent to the Term, the existence of this Agreement and the provisions of all or any part hereof.

Executive represents and warrants that: (i) Executive is not in violation of any term of any contract, patent or other proprietary information disclosure agreement of any other contract, agreement or any judgment, decree or order of any court or administrative agency relating to or affecting its right to be retained by the Company because of the nature of this business conducted or proposed to be conducted by the Company or for any other reasons; (ii) No such term, judgment, decree or order conflicts with Executive’s obligation to use its best efforts to promote the interests of the Company nor does the execution and delivery of this Agreement, nor the carrying on of the Company business conflict with any such term, judgment, decrees or order; and (iii) Neither Executive nor any of its affiliates (as that term is defined under the Securities Act of 1933) are a party to any transaction, agreement or understanding to which the Company is also a party except this Agreement or any agreement executed hereunder, nor does it or any of its affiliates have any interest in any person or entity with whom the Company does or intends to do business.

The Company hereby makes the following representations in connection with this Agreement: (i)The Company is a corporation duly organized and validly existing by virtue of the laws of the state of Florida and is in good standing under the laws thereof. (ii) The execution of this Agreement by the Company and the performance by it of the covenants and undertakings hereunder have been duly authorized by all requisite corporate action, and approved by the Board of Directors and the Company has the corporate power and authority to enter into this Agreement and perform the covenants and undertakings to be performed by it hereunder and is under no other impediment which would adversely affect its ability to consummate or prohibit it from meeting its obligation hereunder. (iii)This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms.

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EXECUTIVE CONSULTING AGREEMENT	K. Wilson

10. Non-Disparagement. The Executive and Company mutually agree and covenants that they will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Group or its businesses, or any of its Executives, officers, and existing and prospective customers, suppliers, investors and other associated third parties.

This Section 10 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board.

11. Remedies, Survival, and Severability.

The Company and Executive agree that in the event of breach of any of the covenants, agreements or obligations under Sections 7, 8, 9 and 10 thereof, remedies at law would be inadequate and either party may seek injunctive relief as well as damages.

The covenants, agreements, representations, warranties and obligations contained Sections 7, 8, 9 and 10 hereof shall survive the termination of this Agreement for the periods herein set forth.

Each of the covenants, agreements and obligations contained in Sections 7, 8, 9 and 10 hereof shall be independent and severable from the others and should any be for any reason held illegal, invalid or unenforceable in whole or in part, said illegality, invalidity or unenforceability shall not affect the other covenants, agreements and obligations in said Sections.

In the enforcement of their rights hereunder, the Company and Executive shall return all of their rights under law or in equity to enforce the obligations of the other party hereunder or otherwise, and to seek relief for the acts of the other party subject to the terms of this Agreement.

12. Miscellaneous.

This Agreement embodies the entire agreement of the parties hereto relating to the subject matter hereof. No amendment, modification, waiver or attempted waiver of this Agreement or any part hereof shall be valid or binding unless made in writing and signed by the party to be bound.

The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of Florida.

This Agreement may only be modified in writing duly executed by both parties.

Any notice required or permitted to be given pursuant to this Agreement shall be sufficiently given when delivered or if sent by Certified mail postage prepaid, return receipt requested, on the third day after such mailing, to the following address:

If to Company:

IMMUNE THERAPEUTICS, INC.

2431 Aloma Ave #124

Winter Park, FL 32792

If to Executive:

Kelly Wilson

or, as to each party, at such other address as shall be designated by such party in a written notice to the other party pursuant to the terms of this section.

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EXECUTIVE CONSULTING AGREEMENT	K. Wilson

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be original, but all of which together shall constitute one and the same instrument.

The headings of the sections and subsections hereof have been inserted as a matter of convenience and shall not be used in the interpretation of any provisions of this Agreement.

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.

The failure of either party hereto in any one or more instances to insist upon the performance of any of the terms or conditions of this Agreement, or to exercise any rights or privileges conferred in this Agreement or the waiver by either party of any breach of any of the terms, covenants or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions, rights, privileges or covenants, and the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

The Company:	Executive:
By:	By:
Name:	Name:
Title:

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EXECUTIVE CONSULTING AGREEMENT	K. Wilson

EX-10.2

Exhibit 10.2

EXECUTIVE CONSULTING AGREEMENT

IMMUNE THERAPETICS, INC.

AND

GLEN FARMER

November 1, 2022

This Executive Consulting Agreement (this “Agreement”) is made and entered into as of November 1, 2022 by and between Mr. Glen Farmer (“Executive”), and Immune Therapeutics, Inc. a Florida corporation (the “Company’’), who are hereinafter sometimes collectively referred to as “the parties.”

WITNESSETH

WHEREAS, the Company desires to engage the Executive as a consultant to perform the services hereinafter described, and Executive desires to perform such services upon the terms and conditions set forth in this Agreement;

WHERAS, the Executive was appointed Chief Financial Officer on August 2, 2022 and has been working full time for the Company since that appointment and the Company desires to compensate the Executive for his work.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein, the parties agree as follows:

1.	Term. The term of this Agreement shall be for a twelve (12)-month period commencing on November 1, 2022 and ending on September 30, 2023 (the initial “Term”), unless sooner terminated in writing by mutual consent or pursuant to the provision of Section 6 below. Unless notice of intention to terminate this Agreement at the end of the Initial Term is given, in writing by Executive to Company at least thirty (30) days prior to the end of the initial term, or any extension period, and provided that Executive has not breached in any material fashion any of the terms of conditions of their Agreement, then this Agreement shall automatically be renewed and extended for up to three (3) consecutive one (1) year periods upon the terms and conditions set forth herein, unless different terms are agreed to between the parties in writing.
2.	Position and Duties
	The Executive shall serve full time as Chief Financial Officer (“CFO”),and shall have the duties and privileges customarily associated with an executive occupying such a role. He shall perform all reasonable acts customarily associated with such a role, or necessary and/or desirable to protect and advance the interests of the Company. Executive shall report to the Company’s Chief Executive Officer (the “CEO”). The Executive agrees to perform to the best of their ability, experience and talent those acts and duties, consistent with the position of CFO the CEO shall from time to time lawfully direct. During the Term, the Executive also shall serve in such other executive-level positions or capacities as may, from time to time, be reasonably requested by the CEO, including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of a governing body of any of the Company’s subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Company’s subsidiaries or other Affiliates, and/or (c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, “Affiliate” of any individual or entity means any other individual or entity that directly or individual controls, is controlled by, or is under common control with, the individual or entity.

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EXECUTIVE CONSULTING AGREEMENT	G Farmer

3.

Extent and Nature of Services. Executive shall devote approximately twenty (20) hours a week the Company’s business as may be required to properly perform their duties.

4.

Relationship of Parties. It is the express intention of the parties that Executive is an independent Executive, and not an employee or agent of the Company and that nothing in this Agreement shall create or establish any joint venture, partnership, or any relationship of employer and employee between the Company and Executive, or any principal and agent or any similar relationship. Executive will not enter into any contract or commitment on behalf of the Company. The Company will not be liable for any debts or other liabilities of Executive. Both parties acknowledge that Executive is not an employee for state or federal tax purposes and as such Executive is responsible for paying all required local, state and federal taxes. During the Term, the Executive may engage in other activities; provided, however, that Executive will not engage in any activity, paid or otherwise, for a competitor of the Company so long as this Agreement is in effect.

The Executive will perform all duties in a professional, ethical and businesslike manner.

5. Compensation.

5.1	Previous Compensation. As compensation for the Executive’s previous work for the Company, the Company agrees to pay the Executive $31,500 upon executive of this Agreement.
5.2	Base Compensation As compensation for Executive performing the services under this Agreement, the Company agrees to pay Executive a monthly fee of $10,500 a month. The fee will be divided into two (2) payments on the 15th and last day of the month. This first payment will be prorated based on the start date.
5.3	Stock in Lieu of Cash Compensation. In lieu of cash for any payments due to the Executive including all payments due upon termination of this Agreement, the Executive may elect to receive restricted shares of the Company’s Common stock valued at whichever is lower: (a) 25% below any current offering price (or the most recent offering price if the Company is not engaged in the offering) or (b) 50% below the Company’s current common stock value as determined by the average of the previous 30 day’s closing market prices. The election can be made from 30 days before and up to 90 days after the date such cash should have been paid to the Executive.
5.4	Medical Insurance Reimbursement. During the term of this Agreement, the Company agrees to pay Executive a monthly stipend of up to $2800 per month (“Medical Insurance Reimbursement”) in addition to their annual salary to cover medical insurance premiums and HSA contributions for the Executive and the Executive’s dependents until such time that the Company can make available an alternative medical insurance plan. Nothing herein shall be deemed to impose any other or further obligation or liability on the part of the Company with respect to any medical costs incurred by Executive during the term of his employment.
5.5	Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures; provided that any expense above $5,000 shall be first approved by the Chief Executive Officer.

	Page 2 of 6
EXECUTIVE CONSULTING AGREEMENT	G Farmer

5.6 Indemnification. In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s service hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, Executive, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees).

6.

Termination. This Contract may be terminated by either party upon no less than thirty (30) calendar days written notice, without cause, unless a lesser time is mutually agreed upon by both parties. Whether the Executive’s service is terminated upon the expiration of the Consulting Term or under the terms of this Section 6, the Executive shall be entitled to receive with two (2) weeks following the date of termination: (i) any accrued but unpaid Base Compensation; (ii) reimbursement for unreimbursed expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy.

7.

Non-Disclosure. Executive acknowledges that, in order for Executive to effectively perform its duties hereunder, the Company will disclose to Executive certain valuable trade secrets and Confidential Information (defined below) that have been created, discovered or developed by, or that otherwise have become known to the Company as a result of substantial effort, expense and time incurred by the Company or which have been assigned or otherwise conveyed. In light of such acknowledgement, Executive hereby agrees as follows:

7.1	Trade Secrets. Executive hereby acknowledges that certain processes, formulas and mechanisms used by the Company in its operation of its business are not generally known to the public or to other persons engaged in businesses similar to its business and, as such constitute its trade secrets. Executive hereby agrees never to directly or indirectly disclose or use, or assist anyone else in disclosing or using such trade secrets to any person or entity other than as authorized in the regular course of the performance of this Agreement.
7.2	Confidential Information. Executive will not divulge, disclose or make accessible to any person or entity any information (in written, oral or electronic form) that the Company or its affiliates (as that term is defined under the Securities Act of 1933) may provide to Executive or of which Executive may become aware including, without limitation, the following confidential business information of the Company: (i) marketing plans, strategies and forecasts; (ii) financial statements, budgets, prices, costs and financial projections; (iii)customer names, addresses and contact persons; and (iv)suppliers and the details of their business agreements (collectively, “Confidential Information”).
	Confidential Information does not include information that is in the public domain other than through a breach of a duty of confidentiality by Executive or a third party.

	Page 3 of 6
EXECUTIVE CONSULTING AGREEMENT	G Farmer

Executive will keep the Confidential Information confidential, will not use it for any purpose other than to perform the services under the Scope of Work. If disclosure of any Confidential Information is required by law while in the possession of Executive, Executive will promptly notify the Company, provide the Company with copies of all documents seeking such disclosure, together with copies of all material sought, and will not disclose any information voluntarily.

Executive agrees that no remedy at law is adequate to compensate the Company for a breach of this Section 7 and that the Company therefore will be entitled to temporary and permanent injunctive relief against any such breach, or the threat of any such breach, without having to prove actual damages or the adequacy of money damages, in addition to any other remedy which may be available to the Company.

The terms and conditions of this Section 7 will survive the expiration or termination of this Agreement for any reason.

8.

Property of the Company. Executive agrees that upon termination of this Agreement, it will promptly deliver to the Company all written and other materials in its possession or control which contain any of the trade secrets and confidential business information described in Section 9 hereof and all other property of the Company in its possession or control at such time, which was obtained from the Company or compiled or produced for the Company during the Term, including, but not limited to, records, data, plans, programs, program listings, flow charts, record layouts, computer printouts, magnetic tapes, diskettes, disks, card decks, letters and customer lists with exception of personal diaries.

9.

Relations with Third Parties and Representations of the Parties.

Executive agrees that the Company may make known to others, either during or subsequent to the Term, the existence of this Agreement and the provisions of all or any part hereof.

Executive represents and warrants that: (i) Executive is not in violation of any term of any contract, patent or other proprietary information disclosure agreement of any other contract, agreement or any judgment, decree or order of any court or administrative agency relating to or affecting its right to be retained by the Company because of the nature of this business conducted or proposed to be conducted by the Company or for any other reasons; (ii) No such term, judgment, decree or order conflicts with Executive’s obligation to use its best efforts to promote the interests of the Company nor does the execution and delivery of this Agreement, nor the carrying on of the Company business conflict with any such term, judgment, decrees or order; and (iii) Neither Executive nor any of its affiliates (as that term is defined under the Securities Act of 1933) are a party to any transaction, agreement or understanding to which the Company is also a party except this Agreement or any agreement executed hereunder, nor does it or any of its affiliates have any interest in any person or entity with whom the Company does or intends to do business.

The Company hereby makes the following representations in connection with this Agreement: (i)The Company is a corporation duly organized and validly existing by virtue of the laws of the state of Florida and is in good standing under the laws thereof. (ii) The execution of this Agreement by the Company and the performance by it of the covenants and undertakings hereunder have been duly authorized by all requisite corporate action, and approved by the Board of Directors and the Company has the corporate power and authority to enter into this Agreement and perform the covenants and undertakings to be performed by it hereunder and is under no other impediment which would adversely affect its ability to consummate or prohibit it from meeting its obligation hereunder. (iii)This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms.

	Page 4 of 6
EXECUTIVE CONSULTING AGREEMENT	G Farmer

10. Non-Disparagement. The Executive and Company mutually agree and covenants that they will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Group or its businesses, or any of its Executives, officers, and existing and prospective customers, suppliers, investors and other associated third parties.

This Section 10 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board.

11. Remedies, Survival, and Severability.

The Company and Executive agree that in the event of breach of any of the covenants, agreements or obligations under Sections 7, 8, 9 and 10 thereof, remedies at law would be inadequate and either party may seek injunctive relief as well as damages.

The covenants, agreements, representations, warranties and obligations contained Sections 7, 8, 9 and 10 hereof shall survive the termination of this Agreement for the periods herein set forth.

Each of the covenants, agreements and obligations contained in Sections 7, 8, 9 and 10 hereof shall be independent and severable from the others and should any be for any reason held illegal, invalid or unenforceable in whole or in part, said illegality, invalidity or unenforceability shall not affect the other covenants, agreements and obligations in said Sections.

In the enforcement of their rights hereunder, the Company and Executive shall return all of their rights under law or in equity to enforce the obligations of the other party hereunder or otherwise, and to seek relief for the acts of the other party subject to the terms of this Agreement.

12. Miscellaneous.

This Agreement embodies the entire agreement of the parties hereto relating to the subject matter hereof. No amendment, modification, waiver or attempted waiver of this Agreement or any part hereof shall be valid or binding unless made in writing and signed by the party to be bound.

The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of Florida.

This Agreement may only be modified in writing duly executed by both parties.

Any notice required or permitted to be given pursuant to this Agreement shall be sufficiently given when delivered or if sent by Certified mail postage prepaid, return receipt requested, on the third day after such mailing, to the following address:

If to Company:

IMMUNE THERAPEUTICS, INC.

2431 Aloma Ave #124

Winter Park, FL 32792

If to Executive:

Glen Farmer

or, as to each party, at such other address as shall be designated by such party in a written notice to the other party pursuant to the terms of this section.

	Page 5 of 6
EXECUTIVE CONSULTING AGREEMENT	G Farmer

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be original, but all of which together shall constitute one and the same instrument.

The headings of the sections and subsections hereof have been inserted as a matter of convenience and shall not be used in the interpretation of any provisions of this Agreement.

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.

The failure of either party hereto in any one or more instances to insist upon the performance of any of the terms or conditions of this Agreement, or to exercise any rights or privileges conferred in this Agreement or the waiver by either party of any breach of any of the terms, covenants or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions, rights, privileges or covenants, and the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

The Company:	Executive:
By:	By:
Name:	Name:
Title:

	Page 6 of 6
EXECUTIVE CONSULTING AGREEMENT	G Farmer

EX-17.1

Exhibit 17.1

Stephen S. Wilson

5229 Brickfield Lane

San Diego, CA 92130

steve@wilson.org

NOTICE OF RESIGNATION

November 1, 2022

Immune Therapeutics, Inc.

2431 ALOMA AVE #124

WINTER PARK FL. 32792

Dear Chairman Selsky, and Directors of IMUN,

As of this writing, November 1, 2022, I’m resigning from my position as President/CEO and Director of the Company. I have worked diligently to assist the Company in its mission, and undertook my fiduciary duties with utmost care, but do not feel that continuing in any role is possible given the lack of D&O insurance.

In hopes that the transition as a result of my resignation will be as smooth as possible, I’ve left all materials in the same place on the Sharepoint server in folders that are shared by other Immune Therapeutics users, including all members of existing management.

I wish you and the Company success.

Respectfully,

/s/ Stephen Wilson

Stephen Wilson

EX-17.2

Exhibit 17.2

November 4, 2022

Dear BOD of Immune

I am tending my resignation effective immediately from the BOD.

My practice has become increasingly busy and I have no time to continue to serve.

I wish you all well.

Regards,

/s/ Dr. Cliff Selsky

Dr.Cliff Selsky

EX-99.1

Exhibit 99.1

Immune Therapeutics, Inc. Announces Management Change; Moves Forward with Repositioning Strategy and Long-acting TLR4 (Toll Like Receptor 4) Antagonist JKB-122 Development

Orlando, FL, November 9, 2022 (GLOBAL NEWSWIRE) — Immune Therapeutics, Inc. (OTC PINK:IMUN) (“Immune” or “IMUN”) today announced that its Chief Executive Officer, President, and director, Stephen Wilson, PhD, resigned from his positions with Immune on November 3, 2022, citing a lack of director and officer insurance. In addition, Dr. Clifford Selsky resigned from his position as a director of Immune on November 4, 2022. Dr. Selsky’s resignation was not the result of any material dispute or disagreement with Immune, Immune’s management, or Immune’s board of directors on any matter relating to the operations, policies, or practices of Immune. The Board has commenced a search for a replacement CEO and is considering several candidates.

Kevin Phelps, a long-standing Immune director stated, “We wish Dr. Wilson and Dr. Selsky success in their endeavors and appreciate their efforts in support of Immune and its employees.”

For the remainder of this year, Kelly O. Wilson, the current Chief Operating Officer, will fill the roles of Interim Chief Executive Officer and Interim President. Glen Farmer, Chief Financial Officer, is continuing in his position with the Company.

The Company believes that the management changes will not affect its ability to realize its strategic goals, including the development of the long-acting TLR4 (Toll Like Receptor 4) Antagonist JKB-122.

Louis Salomonsky, a member of Immune’s board of directors, stated, “I am confident that Mr. Farmer and Ms. Wilson can move forward in initiating the buildout of what we expect to be an outstanding executive team that will have the strategic, scientific, and operational experience capable of delivering the company’s future goals and milestones in a timely and effective manner, including the development of JKB-122.”

About Immune Therapeutics, Inc.

Immune Therapeutics, Inc. is a pioneering pharmaceutical company involved in the acquisition, development, and commercialization of pharmaceutical and biotechnology products that have a well-defined path to market. By utilizing a biotech portfolio hub-and-spoke engine, we plan to advance focused and efficient small-scale biotechnology and pharmaceutical programs through subsidiaries, investment vehicles or partnerships, and deploy products from those programs in markets both in the U.S. and internationally for initial commercialization.

Forward Looking Statement

This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions, and expectations of Immune’s future economic performance, considering the information currently available to it. These statements are not statements of historical fact. Although Immune believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Immune does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Immune will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks, and uncertainties, some of which are not currently known to us, that may cause Immune’s actual results, performance, or financial condition to be materially different from the expectations of future results, performance, or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory review and approval of our prospective products, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Disclaimer

The information provided in this press release is intended for general knowledge only and is not a substitute for professional medical advice or treatment for specific medical conditions. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. This information is not intended to diagnose, treat, cure or prevent any disease.

Contact:

Kelly O. Wilson

Interim Chief Executive Officer, President, and Chief Operating Officer

ir@immunetherapeutics.com

1-888-391-9355

www.immunetherapeutics.com

XML

Cover	Nov. 03, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 03, 2022
Entity File Number	000-54933
Entity Registrant Name	IMMUNE THERAPEUTICS, INC.
Entity Central Index Key	0001559356
Entity Tax Identification Number	59-3226705
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2431 Aloma Ave.
Entity Address, Address Line Two	Suite 124
Entity Address, City or Town	Winter Park
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32792
City Area Code	888
Local Phone Number	391-9355
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false