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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): September 14, 2023 (September 14, 2023)

 

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 7.01 Regulation FD Disclosure

 

On September 14, 2023, Immune Therapeutics, Inc. d/b/a Biostax Corp. (the “Company”) issued a press release announcing that Henry Louis Salomonsky, a director of the Company, died on August 31, 2023, and that the Company would be seeking to fill the vacancy on the board of directors of the Company left by Mr. Salomonsky. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.

 

The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

 

Forward-Looking Statements

 

The press release and the statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. Forward-looking statements include, but are not limited to, the Company’s expectations regarding its financial position and operating performance, its expectations regarding its business initiatives, trends in its business, the effectiveness of its growth strategy, its market opportunity, and demand for its products and services in general. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
99.1   Press Release dated September 14, 2023
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: September 14, 2023 IMMUNE THERAPEUTICES, INC.
   
  /s/ Noreen Griffin
  Name: Noreen Griffin
  Title: Chief Executive Officer

 

   

 

 

Exhibit 99.1

 

Biostax Corp Announces the Passing of Esteemed Director, Henry Louis Salomonsky

 

[Orlando, FL] Sept. 14, 2023 (GLOBE NEWSWIRE) — Immune Therapeutics, Inc. d/b/a Biostax Corp. (OTC Pink: IMUN) (“Biostax” or “the Company”) sadly announces the passing of Henry Louis Salomonksy, a dedicated member of its Board of Directors. Mr. Salomonksy passed away on August 31, 2023, surrounded by family and loved ones.

 

Mr. Salomonksy had been an invaluable asset to Biostax for the past year, where he had served as a member of the Board of Directors since September 2022. He brought with him a wealth of knowledge, experience, and leadership.

 

Biostax expresses its deepest condolences to Mr. Salomonksy’s family during this difficult time. His commitment to Biostax’s mission will be remembered fondly by all who had the privilege of working alongside him. He leaves behind an enduring legacy, and Biostax will forever be grateful for his dedication and contributions.

 

The Board of Directors of the Company expects to appoint a new director to fill the vacancy left by Mr. Salomonsky’s passing.

 

About Biostax

 

Biostax is an innovative biopharmaceutical company that seeks to acquire and develop immune restoration pharmaceutical and medical technology (MedTech) products with a well-defined path to market. Biostax’s business plans includes a diversity of potential product pipelines that will provide revenue while reducing risk, and to develop new therapies that provide disease remission by restoring immune balance for patients with autoimmune, inflammatory, and infectious diseases without suppressing their immune system. The Company believes that restoring homeostasis or balance to the immune system is the first step to a cure by improving patients’ lives in chronic illness caused by immune dysfunction and inflammation.

 

Forward Looking Statements

 

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s periodic reports which are filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

 

Contact:

 

Noreen M. Griffin

Chief Executive Officer

IR@biostax.net

1-888-391-9355

 

   

 

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