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~~December 235, 2018

IMMUNE PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36602

52-1841431

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Bridge Plaza North, Suite 270, Fort Lee NJ	07024
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 464-2677

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

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)

¨x 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01. Other Events.

~~Ceplene~~On ~~Option~~December ~~Agreement~~5, 2018, Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”) announced that its special meeting of stockholders scheduled for and convened on December 5, 2018 (the “Original Meeting”) has been adjourned to December 19, 2018, at 9:30 a.m. Eastern Time (the “Adjourned Meeting”). The Adjourned Meeting will be held at the offices of the Company’s counsel, Lowenstein Sandler LLP, at One Lowenstein Drive, Roseland, New Jersey 07068. A quorum was present for the authorization of the Original Meeting, as more than one-third of the issued and outstanding shares entitled to vote as of the record date were represented in person or by proxy.

OnAs November 23, 2018, Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), entered into an Option Agreement (the “Option Agreement”) with Vector Therapeutics Inc. (“Vector”) pursuant to which the Company granted to Vector an option to purchase the Company’s Ceplene assets for an aggregate purchase price of ~~$14.5~~date ~~million,~~and ~~payable in installments as described below. Vector paid the Company $0.5 million for the option which expires on January 31, 2019. Vector has the one-~~time ~~right to~~ ~~extend the expiration date~~ of the ~~option~~Original ~~to March 1~~Meeting, ~~2019 by paying~~ the ~~Company~~stockholders anentitled ~~additional $0.1 million. The option is only exercisable by Vector if it provides~~ to ~~the~~vote ~~Company a written certification that it has presently available cash resources in an amount~~ at ~~least~~such ~~equal~~meeting toapproved the ~~purchase~~proposal ~~price. If Vector consummates one or more public or private offerings of its securities resulting in aggregate gross proceeds of not less than $8.0 million or (ii) provides~~ to ~~the~~adjourn ~~Company comfort about Vector’s ability to pay up to $7.0 million to~~ the ~~Company,~~Special ~~including the payment of agreed amounts payable to the mutually agreed upon amount due~~Meeting to(Proposal ~~Meda~~2) ~~Pharma SARL, the funding obligation shall be deemed~~ to solicit additional beproxies ~~automatically~~in ~~and irrevocably satisfied and~~ the ~~option deemed to be exercised. In the~~ event that ~~the~~there ~~option~~were isnot ~~exercised~~sufficient orproxies ~~deemed~~ to beapprove ~~exercised, at~~ the ~~closing and subject to the satisfaction~~proposal ~~or waiver of certain conditions specified in the Option Agreement, Vector will acquire the Ceplene assets and agree~~ to ~~assume~~amend ~~certain related liabilities. $2.5 million of~~ the ~~purchase~~Company’s ~~price~~Certificate ~~will be payable at closing and an additional $2.0 million will be payable on or before March 29, 2019. The remaining purchase price will be paid in four annual installments~~ of ~~$2.5~~Incorporation ~~million on or before each December 31, commencing on or before December 31, 2019. The Company and Vector have reserved the right~~ to ~~evidence~~increase the ~~right to~~number ~~receive the four annual installments in the form~~ of aauthorized ~~note convertible into freely tradable~~ shares of ~~Vector’s~~ common stock ~~on such terms as the Company and Vector may agree, or by other financial instruments as mutually agreed by the Company and~~(Proposal ~~Vector. The Option Agreement will terminate in accordance with its terms if the closing does not occur on or prior to March~~ 1), ~~2019,~~ ~~other than~~ as ~~a result of the Company’s material breach. No assurance can be given that the option will be exercised or, if exercised, that the Company will receive payment of the purchase price when due.~~follows:

Under the terms of a letter agreement entered into in connection with the Option Agreement, the Company and Vector have agreed to coordinate various critical activities in the maintenance of Ceplene’s Market Authorization in Europe until closing of the transaction, which is anticipated in the first quarter of 2019.

For		Against		Abstained
21,765,328		9,164,148		500,479

~~Item~~A ~~9.01~~copy ~~Financial~~of ~~Statements~~the above-referenced press release is attached as Exhibit 99.1 and ~~Exhibits~~is filed as part of this Current Report on Form 8-K.

~~(d)~~Additional ~~Exhibits~~Information and Where to Find It

99This document may be deemed to be solicitation material in respect of the special meeting of stockholders to be held on December 19, 2018.1 ~~Press~~In ~~Release~~connection with the special meeting, the ~~dated~~Company has filed a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”) on November 278, 2018. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the special meeting. Stockholders will also be able to obtain a copy of the definitive proxy statement free of charge by directing a request to: 1 Bridge Plaza North, Suite 270, Fort Lee, New Jersey 07024: (201) 464-2677. In addition, the definitive proxy statement is available free of charge at the SEC’s website, www.sec.gov.

~~SIGNATURES~~Participants in the Solicitation

~~Pursuant~~The Company and its directors and executive officers and other employees may be deemed to be participants in the ~~requirements~~ solicitation of proxies in respect of the ~~Securities~~special ~~Exchange~~meeting. Information ~~Act~~regarding the Company’s directors and executive officers is available in the Company’s annual report for its 2017 annual meeting of ~~1934~~stockholders, which was filed with the ~~registrant~~SEC ~~has~~on ~~duly~~April ~~caused~~2, ~~this~~2018. ~~report~~Information toregarding any persons who may, under the rules of the SEC, be ~~signed~~considered onparticipants ~~its~~in ~~behalf~~the bysolicitation of stockholders in connection with the ~~undersigned~~special meeting ~~thereunto~~is ~~duly~~set ~~authorized~~forth in the definitive proxy statement filed with the SEC on November 8, 2018. These documents are available free of charge at the SEC’s website at www.sec.gov, and by mail at: 1 Bridge Plaza North, Suite 270, Fort Lee, New Jersey 07024, telephone: (201) 464-2677.

	IMMUNE PHARMACEUTICALS INC.
	By:	/s/ Tony Fiorino
	Name:	Tony Fiorino, M.D. Ph.D.
	Title:	Interim Chairman, President and Interim Chief Executive Officer
Date: November 28, 2018

Item 9.01. Financial Statements and Exhibits

d) Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description

99.1		Press Release, dated December 6, 2018

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 thereunto duly authorized.

	IMMUNE PHARMACEUTICALS INC.

	By:	/s/ Tony Fiorino
	Name:	Tony Fiorino, M.D. Ph.D.
	Title:	Interim Chairman, President and Interim Chief Executive Officer

Date: December 6, 2018

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