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)
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