UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 5 19, 2018

~~IMMUNE~~Immune ~~PHARMACEUTICALS~~Pharmaceuticals ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~001-36602~~	52001-~~1841431~~36602	52-1841431
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~IRS~~SEC ~~Employer~~File ~~Identification No.~~Number)	(I.R.S. Employer Identification No.)
1 Bridge Plaza North, Suite 270, Fort Lee NJ			07024
(Address of principal executive offices)			(Zip Code)

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~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the Form 8-K filing is intended ~~since~~to ~~last~~simultaneously ~~report)~~satisfy N/the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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 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.	¨

Emerging growth company ¨

~~Item~~If ~~8.01.~~an ~~Other~~emerging ~~Events~~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. ¨

OnItem ~~December~~ 5~~, 2018, Immune Pharmaceuticals Inc~~.,03 aAmendments ~~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~~Articles ~~Meeting”). The Adjourned Meeting will be held at the offices~~ of ~~the Company’s~~Incorporation ~~counsel,~~or ~~Lowenstein~~Bylaws; ~~Sandler~~Change 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~~Fiscal ~~or by proxy~~Year.

AsOn ofDecember ~~date~~19, ~~and~~2018, ~~time of~~Immune ~~the~~Pharmaceuticals ~~Original Meeting~~Inc., a Delaware corporation (the ~~stockholders~~“Company”), ~~entitled~~filed towith ~~vote~~the atSecretary ~~such~~of ~~meeting~~State ~~approved~~of the ~~proposal~~State toof ~~adjourn~~Delaware ~~the~~a ~~Special~~Certificate ~~Meeting~~of Amendment (~~Proposal~~the 2“Certificate of Amendment”) to ~~solicit additional~~ ~~proxies~~its inCertificate of Incorporation, increasing the ~~event~~total ~~that~~number ~~there~~of ~~were~~authorized ~~not~~shares of ~~sufficient~~Common ~~proxies~~Stock to ~~approve~~600,000,000. ~~the~~A ~~proposal to~~copy ~~amend~~of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein. The Company’s stockholders approved the Certificate of ~~Incorporation~~Amendment toat ~~increase~~ the ~~number~~Company’s ofadjourned ~~authorized~~special ~~shares~~ meeting of ~~common~~stockholders ~~stock~~ (~~Proposal 1~~the “Special Meeting”), ason ~~follows:~~December 19, 2018.

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

Item 5.07

Submission of Matters to a Vote of Security Holders.

Certain matters were submitted to a vote of stockholders at the Special Meeting. A ~~copy~~total of 32,853,891 shares were represented in person or by proxy at the ~~above-referenced~~Special Meeting, out of 49,313,329 ~~press~~shares ~~release~~outstanding isand ~~attached~~entitled to vote as ~~Exhibit~~of 99the record date.1 ~~and~~The final results for each of the matters submitted are set forth below. Each of the proposals was approved. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed aswith ~~part~~the ofSecurities ~~this~~and ~~Current~~Exchange ~~Report~~Commission on ~~Form~~November 8-K, 2018 (the “Proxy Statement”).

~~Additional~~Proposal ~~Information~~No. 1 ~~and~~– ~~Where~~Amendment to Certificate of Incorporation to ~~Find~~Increase Itthe Number of Authorized Shares. The stockholders approved a proposal to amend the certificate of incorporation of the Company (the “Certificate of Incorporation”) to increase the total number of authorized shares of common stock to 600,000,000 by the votes set forth in the table below:

This document may be deemed to be solicitation material in respect of the special meeting of stockholders to be held on December 19, 2018. In connection with the special meeting, the Company has filed a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”) on November 8, 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.

For		Against		Abstained
25,218,625		7,450,759		184,507

~~Participants~~Proposal No. 2 – Adjournment of the Special Meeting to solicit additional proxies if there were insufficient proxies at the Special Meeting to approve Proposal 1. The stockholders also approved an adjournment of the Special Meeting, if it had been necessary to solicit additional proxies, had there been insufficient votes to approve the Certificate of Amendment, by the votes set forth in the ~~Solicitation~~table below:

The Company and its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the special meeting. Information regarding the Company’s directors and executive officers is available in the Company’s annual report for its 2017 annual meeting of stockholders, which was filed with the SEC on April 2, 2018. Information regarding any persons who may, under the rules of the SEC, be considered participants in the solicitation of stockholders in connection with the special meeting is set 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.

For		Against		Abstained
23,903,155		8,344,936		605,800

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
3.1		Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Immune Pharmaceuticals Inc.

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~~ hereunto duly authorized.

	IMMUNE PHARMACEUTICALS INC.
	Immune Pharmaceuticals Inc.
	By:	/s/ Tony Fiorino
December 19, 2018	By:	/s/ Tony Fiorino
	Name:	Tony Fiorino, M.D., Ph.D.
	Title:	~~Interim Chairman,~~ President and Interim Chief Executive Officer
Date: December 6, 2018

Filing Compare · IMMUNE PHARMACEUTICALS INC