| 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.