UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No. 1)
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[X]
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under §240.14a-12
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IMMUNE
THERAPEUTICS, INC.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the Appropriate Box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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IMMUNE
THERAPEUTICS, INC.
37
North Orange Ave, Suite 607, Orlando, FL 32801
IMPORTANT
NOTICE REGARDING INTERNET AVAILABILITY OF
PROXY
MATERIALS FOR IMMUNE THERAPEUTICS, INC.
To
the Shareholders of Immune Therapeutics, Inc.:
NOTICE
IS HEREBY GIVEN to you as a stockholder of Immune Therapeutics, Inc., a Florida corporation (which we refer to in this Notice
as the “Company,” “we,” “us” or “our”), that the Company is soliciting the votes
of shareholders by written consent (“written consent”) to approve certain actions proposed by the Company’s
Board of Directors, as more fully described in the accompanying proxy statement and its Amendment No. 1 (collectively, the “Proxy
Statement”). This notice presents only an overview of the more complete Proxy Statement that is available to you on the
internet or, upon request, by mail. We encourage you to access and review all of the important information contained in the Proxy
Statement and other proxy materials.
Written
consents are being solicited on the Company’s behalf by certain of its officers in person, by telephone and electronic communication
for the following corporate actions:
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Authorize
the Company to issue up to 10,000,000 shares of preferred stock (“the Preferred Authorization”), and designate
1,000,000 of such preferred shares as Series D Preferred Stock (“Series D Designation”) (Proposal No. 1);
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Effect
a reverse stock split (the “Reverse Split”) at a ratio between 800-to-1 and 1,000-to-1, to be determined by the
Company’s Board of Directors (Proposal No. 2);
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●
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Change
the Company’s name to Forte Biotechnology, Inc. (the “Name Change”) (Proposal No. 3);
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Written
consents must be received no later than December 31, 2018; however, once the requisite number of written consents has been received,
the Company will no longer solicit written consents and the actions will be deemed approved.
On
behalf of the Board of Directors,
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/s/
Noreen Griffin
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Name: Noreen
Griffin
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Chief
Executive Officer and Director
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14A PROMULGATED THERETO
IMMUNE
THERAPEUTICS, INC.
37
North Orange Ave, Suite 607, Orlando, FL 32801
PROXY
STATEMENT
AMENDMENT NO. 1
(PRELIMINARY)
[NOTICE
DATE]
A
NOTICE OF THE INTERNET AVAILABILITY OF THIS PROXY STATEMENT IS BEING MAILED ON OR ABOUT [NOTICE DATE] TO STOCKHOLDERS OF RECORD
ON NOVEMBER 25, 2018.
EXPLANATORY
NOTE
This
Amendment No. 1 to Schedule 14A (“Amendment No. 1”) is being filed to amend the preliminary proxy statement filed
on November 27, 2018 (“Proxy Statement”) by Immune Therapeutics, Inc. (the “Company”), in order to correct
the statement on page 4 under “What are the Actions for which written consent is being sought?” regarding the change
of the Company’s name. The Proxy Statement indicated that the Company intends to solicit written consents to change its
name to One Immune, Inc.; however, the Proxy Statement should have indicated that the Company is soliciting written consents to
change its name to Forte Biotechnology, Inc. Accordingly, the Proxy Statement is hereby amended to reflect the correct Name Change
to Forte Biotechnology Inc. Thus, each instance in the Proxy Statement that refers to the Name Change should be read as referring
to changing the Company’s name to Forte Biotechnology, Inc. We have also updated the written consent to reflect the foregoing.
This
Amendment No. 1 to Schedule 14A amends only the items of the Proxy Statement and written consent as specified above and amends
those items solely to reflect the changes described above. There are no other changes to the Proxy Statement or the written consent.
Appendix
A
WRITTEN
CONSENT OF THE
SHAREHOLDERS
OF IMMUNE THERAPEUTICS, INC.
The
undersigned, being the Shareholders (the “
Shareholders
”) of Immune Therapeutics, Inc., a Florida corporation
(the “
Company
”) holding the number of shares required to approve the below actions, pursuant to 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
,
the Shareholders believe it is in the best interest of the Company to authorize the Company to issue up to 10,000,000 shares of
preferred stock, par value $0.0001, with the rights and privileges as designated by the Directors, and to designate 1,000,000
of such preferred shares as Series D Preferred Stock, with the rights and privileges as included in the attached “
Certificate
of Designation
” (Proposal 1);
WHEREAS
,
the Shareholders believe it in the best interest of the Company to effectuate a reverse stock split of the Company’s common
stock (“
Reverse Split
”) at a ratio between 800-to-1 and 1,000-to-1, as determined by the Directors;
provided,
however
, that the Reverse Split must be consummated prior to December 31, 2019 (Proposal 2); and
WHEREAS
,
the Shareholders wish the Company to change its name to Forte Biotechnology, Inc. (“
Name Change
”) (Proposal
3);
NOW,
THEREFORE, BE IT RESOLVED
, that the Company shall be authorized to issue up to 10,000,000 shares of preferred stock, par value
$0.0001.
FURTHER
RESOLVED
, that from the 10,000,000 authorized shares of preferred stock, 1,000,000 shares will be designated as Series D Preferred
Stock, with the rights and privileges as included in the attached Certificate of Designation, which each Shareholder acknowledges
it has read and approves.
FURTHER
RESOLVED
, that
from the undesignated shares
of preferred stock, the Company’s Board of Directors is authorized to, by written resolution, (1) designate wholly unissued
series of preferred stock, (2) direct the issuance of the preferred stock in one or more series, (3) fix the dividend rate, conversion
or exchange rights, redemption price and liquidation preference, of any wholly unissued series of the preferred stock, (4) fix
the number of shares for any wholly unissued series of preferred stock, and (5) increase or decrease the number of shares of any
wholly unissued series of preferred stock.
FURTHER
RESOLVED
,
that
the Reverse Split is approved.
FURTHER
RESOLVED
, the Name Change is approved.
FURTHER
RESOLVED
, that the 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,
certificates, instruments and undertakings, and to incur all such fees and expenses, as they or any of them may deem necessary
or advisable to carry out the purpose of the foregoing resolution and that the taking of each such action, the execution and delivery
of each such document or instrument, and the payment of each such expense shall be conclusive evidence of its necessity and advisability.
FURTHER
RESOLVED
, that any and all actions taken by the officers of the Company prior to the date hereof and contemplated by the foregoing
resolutions are hereby adopted and approved as the acts and deeds of the Company.
The
undersigned hereby agrees that this written consent may be executed in one or more counterparts, each of which shall be deemed
an original, and all of which, when taken together, shall be deemed one action.
IN
WITNESS WHEREOF
, the undersigned Shareholder, by his/her/its signature hereunder, waives any requirement of notice required
by law or the Company’s Bylaws, and executes this written consent as of the ___ day of _____________________, 2018 to approve
the following Proposals (check all that apply).
Proposal
1
Proposal
2
Proposal
3
Follow
Board Recommendations
Shareholder
Signature
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Signature
of spouse, partner, or joint tenant
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Printed:
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