UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 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): February 8 17, 2019

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

(Exact name of registrant as specified in its charter)

Delaware	001-36602	~~001~~52-~~36602~~1841431	~~52-1841431~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~SEC~~IRS ~~File~~Employer ~~Number~~Identification No.)	~~(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

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

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐¨ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

☐¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Indicate~~¨ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~13e-~~2 of this chapter~~4(c).)

~~Emerging~~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).

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	¨

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 21.0403 ~~Triggering~~Bankruptcy ~~Events that Accelerate~~ or ~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Receivership.

On ~~October~~February 917, ~~2018~~2019, Immune Pharmaceuticals Inc. (~~“Immune”, “we” or~~ the “Company”) filed ~~entered into~~ a ~~securities~~voluntary ~~purchase~~petition ~~agreement~~for ~~with~~relief ~~Discover~~under ~~Growth~~chapter ~~Fund,~~11 ~~LLC~~of ~~(the “Investor”),~~title ~~which~~11 ~~was~~of ~~subsequently~~the ~~amended~~United onStates ~~January 15~~Code, ~~2019~~11 ~~(the~~U.S.C. ~~“Purchase~~§§ ~~Agreement”)~~101, ~~pursuant~~et ~~to which we sold to the Investor $5~~seq.~~5 million in principal amount of Senior Secured Redeemable Debentures (the “October Debentures”)~~, ~~for $2 million~~ in ~~cash and a $3 million promissory note payable upon~~ the ~~earlier~~United ofStates ~~the~~Bankruptcy ~~effectiveness~~Court offor ~~a registration statement covering~~ the ~~resale~~District of ~~the~~New ~~shares~~Jersey, ofcaptioned ~~our~~Immune ~~common~~Pharmaceuticals, ~~stock~~Inc., ~~issuable~~et ~~upon~~al., ~~conversion~~Case No.: of19-13273 ~~the October Debentures or one year~~(VFP).

~~The~~Item ~~October~~5.02. ~~Debentures~~Departure ~~originally~~of ~~bore~~Directors ~~compounded~~or ~~interest at~~Certain aOfficers; ~~rate~~Election of ~~10%~~Directors; ~~per~~Appointment ~~annum, subject to adjustment as specified in the October Debentures, and matured five years from the issuance date. The October Debentures are secured by first priority security interests on all~~ of ~~our~~Certain ~~assets,~~Officers; ~~other~~Compensatory ~~than~~Arrangements ~~all tangible and intangible assets associated with Ceplene unless such assets are not disposed~~ of byCertain ~~March 31, 2019.~~Officers

~~The~~On ~~October~~March ~~Debentures are convertible into shares of our common stock at a conversion price of $0.075 per share~~6, ~~subject to certain adjustments~~2019, atTony ~~the~~Fiorino ~~option of the holder thereof or,~~resigned inas ~~certain circumstances, at our option. In~~ the ~~event~~President ~~of a conversion, any accrued interest~~ and ~~any~~Interim ~~interest~~Chief ~~make-whole~~Executive ~~amount was~~Officer ~~payable in cash or, following a “Trigger Event” in certain circumstances, shares~~ of ~~common stock valued on a formula basis specified in~~ the ~~October~~Company. ~~Debentures~~Dr. AtFiorino ~~maturity,~~will ~~the~~continue ~~October~~as ~~Debentures~~a ~~were~~member ~~automatically~~of ~~convertible~~the ~~into~~Company’s Board ~~shares~~ of ~~common stock~~Directors. ~~unless~~Dr. ~~they~~Fiorino’s ~~were~~resignation ~~redeemed~~was ~~for cash at our option, in whole but~~ not indue ~~part, at 100% of the face amount thereof plus accrued interest. Prior~~ to ~~maturity~~any ~~and~~disagreement ~~subject~~related to ~~certain limitations,~~ the ~~October~~Company’s ~~Debentures~~operations, policies ~~were redeemable in whole~~ or inpractices, ~~part~~financial instatus ~~cash at our option at 100% of the face amount to be redeemed plus an interest make-whole payment~~ or infinancial ~~whole at 125% of the face amount thereof~~statements.

~~We also issued Warrants (the “October Debenture Warrants”)~~ toGary ~~the~~H. ~~Investor~~Rabin, ~~which~~age ~~are~~53, ~~exercisable~~has ~~for~~been ~~three~~appointed ~~years~~as ~~from~~ the ~~issuance~~President ~~date~~and toInterim ~~purchase~~Chief upExecutive toOfficer ~~50 million shares~~ of ~~our~~the ~~common stock~~Company atto ansucceed ~~exercise~~Dr. ~~price of $0~~Fiorino.10 Mr. ~~per~~Rabin ~~share,~~has ~~subject~~also tobeen ~~full-ratchet~~elected ~~price protection in the event that we issue or are deemed~~ to ~~issue shares of common stock at a price per share less than~~ the ~~then-current~~Company’s ~~exercise~~Board ~~price~~ of ~~the~~Directors ~~October Debenture Warrants (subject~~ to ~~certain~~fill ~~exceptions). In~~ the ~~event~~vacancy ofresulting ~~certain~~from ~~fundamental~~Dr. ~~transactions~~Cameron ~~(generally involving the sale or acquisition~~Durrant’s ofresignation ~~our~~as ~~company~~a ormember ~~all or substantially all~~ of ~~our assets),~~ the ~~holder~~Board of ~~the~~Directors October Debenture Warrants has the right to require us (or any successor entity) to repurchase the October Debenture Warrants at the Black-Scholes value thereof calculated pursuant to a formula specified in ~~the~~September ~~October Debenture Warrants~~2018.

InMr. Rabin has served as a consultant to the ~~securities~~Company ~~purchase~~since ~~agreement~~October 2018. Since November 2014, weMr. ~~agreed~~Rabin tohas ~~register~~ been the ~~shares~~managing member of ~~common~~Vine ~~stock~~Holdings ~~issuable~~Group inLLC, ~~respect~~a restructuring and financial advisory firm. From December 2007 to January 2014, Mr. Rabin held a number of ~~the~~positions ~~October~~with ~~Debentures~~Advanced Cell Technology, Inc., including director, Interim Chief Executive Officer and Chairman of the ~~shares~~Board ~~issuable~~and ~~upon~~Chief ~~the~~Executive ~~exercise~~Officer and Chairman of the Board. Mr. Rabin has a 32-year career in finance, including as a portfolio manager for hedge funds investing in the ~~October~~technology, ~~Debenture~~media ~~Warrants~~and telecommunications industries and as a media and telecommunications investment banker, primarily focused on investment management and capital raising targeting small-cap and emerging growth companies.

OnIn ~~May~~connection ~~18,~~with ~~2018~~his employment as the Company’s President and Interim Chief Executive Officer, wethe ~~issued~~Company ~~$2.8~~has ~~million~~entered ininto ~~aggregate~~an ~~principal amount~~employment ofagreement ~~our~~with ~~Original~~Mr. ~~Issue~~Rabin, dated ~~Discount~~March ~~Convertible~~7, ~~Debentures~~2019 (the “~~May~~Employment ~~Debentures~~Agreement”), which provides for Mr. ~~Pursuant~~Rabin’s toappointment ~~Waiver~~as ~~Amendment~~President and ~~Exchange~~Interim ~~Agreements~~Chief ~~entered~~Executive ~~into~~Officer ~~with~~for ~~certain~~a ~~holders~~term ofending ~~the~~on ~~May~~June ~~Debentures~~7, in2019. ~~connection~~In ~~with~~ the ~~sale~~Employment ofAgreement, the ~~October~~Company ~~Debentures,~~agreed to pay Mr. Rabin ~~the~~$11,000 ~~aggregate~~and ~~face~~to ~~amount~~pay Mr. Rabin an additional $4,000 on each of ~~the~~April 7, May ~~Debentures~~7 ~~was~~and ~~increased~~June to7, $32019.9 ~~million~~The Company also agreed to reimburse Mr. ByRabin ~~their~~for ~~terms,~~his ~~the~~reasonable ~~May~~out-of-pocket ~~Debentures~~or ~~matured~~associate ~~and~~expenses ~~became due~~incurred ~~and~~in ~~payable~~connection onwith ~~November~~his ~~18,~~service ~~2018~~to the Company. WeIn ~~did~~the Employment ~~not~~Agreement, ~~repay~~Mr. ~~the~~Rabin ~~May~~also ~~Debentures~~agreed onto ~~the~~customary ~~maturity~~confidentiality, ~~date~~non-solicitation and invention covenants.

~~Our~~The ~~failure~~foregoing tosummary ~~repay the May Debentures when due resulted in a “Trigger Event” under the October Debentures. As a result~~ of the ~~Trigger Event, we no longer had the right to~~Employment ~~redeem~~Agreement ~~the~~does ~~October~~not ~~Debentures~~purport ~~prior~~ to ~~their~~be ~~maturity,~~complete ~~the interest rate on the October Debentures increased to 20%~~ and ~~interest became~~is ~~payable~~qualified in ~~shares~~its ofentirety ~~our~~by ~~common~~reference ~~stock~~to ~~valued at 80.0% of~~ the ~~average~~Employment ~~of the 3 lowest sale prices during the relevant measurement period~~Agreement, ~~less~~a ~~$0.02~~copy ~~per share~~ of which ~~Common~~is ~~Stock,~~filed ~~but~~herewith inas noExhibit ~~event less than the par value of our common stock~~10.1 Asand ofincorporated ~~February~~by 5,reference ~~2019, a~~herein ~~total of 3,709,634,703 shares of common stock would be issuable~~ in ~~respect~~its ~~of the October Debentures and the October Debenture Warrants, which is significantly more shares than we are authorized to issue~~entirety.

~~The~~There ~~Investor~~are isno ~~not~~arrangements ~~obligated~~or tounderstandings between ~~fund the remaining $3~~Mr.~~0 million~~ ofRabin ~~its~~and ~~investment~~any inother ~~the~~persons ~~October~~pursuant ~~Debentures~~to ~~until the earlier of the date on~~ which ~~all~~he ofwas ~~the~~elected ~~shares~~as President ofand ~~common~~Interim Chief ~~stock~~Executive ~~issuable~~Officer. inThere ~~respect of the October Debentures and the October Debenture Warrants~~ are ~~registered~~also ~~and~~no ~~the~~family ~~first~~relationships ~~anniversary~~between ~~of the issuance of the October Debentures~~Mr. ~~Because~~Rabin weand ~~were~~any ~~not~~director ~~able~~or toexecutive ~~register~~officer ~~all~~ of the ~~shares~~Company, ~~required~~and ~~under~~he ~~the~~has ~~securities~~no ~~purchase agreement,~~direct ~~the~~or ~~Investor~~indirect ~~advised~~material usinterest ~~that it believed we were~~ in ~~default~~any oftransaction ~~our~~required ~~obligations~~to ~~under~~be ~~the~~disclosed ~~October~~pursuant ~~Debentures and that it did not intend~~ to ~~fund~~Item ~~its~~404(a) ~~remaining~~of $3Regulation ~~million investment in the October Debentures~~S-K.

~~Subsequent~~On toMarch ~~that~~7, ~~time~~2019, ~~Immune~~the ~~continued~~Company toissued ~~negotiate~~a ~~with~~press release announcing Dr. Fiorino’s resignation as an officer of the ~~Investor~~Company ~~regarding~~and the ~~terms~~appointment ~~under~~of ~~which~~Mr. itRabin ~~would~~as behis ~~willing~~successor and tohis ~~fund~~election ~~its~~as ~~remaining~~a ~~investment.~~director ~~However,~~of the Company. ~~and~~ A copy of the ~~Investor~~press ~~did~~release ~~not~~is ~~reach~~filed anherewith ~~agreement~~as onExhibit ~~those~~10.2 ~~terms~~and incorporated by reference herein in its entirety.

On February 8, 2019, the Investor delivered to the Company a “Notice of Default and Notice of Sale of Collateral” (the “Notice”). In the Notice, the Investor declared that the Company was in default of the terms of the Purchase Agreement. Specifically, the Investor claimed that three or more “Trigger Events” had occurred under the Purchase Agreement which constituted an Event of Default. The Triggering Events alleged to have occurred were (i) the Company’s failure to repay the May Debentures when due, (ii) the failure of the Company to register for sale under the Securities Act of 1933, as amended, all of the shares of common stock issuable in respect of the October Debentures, and (iii) the failure of one or more of the equity conditions specified in the October Debentures because the Company was not in compliance with all provisions, covenants, representations and warranties of the transaction documents relating to the issuance of the October Debentures. In the Notice, the Investor also provided the Company with notice that it had failed to comply with a requirement in the Purchase Agreement that the Company maintain a reserve out of its authorized but unissued common stock equal to five times the number of shares issuable in respect of the Debentures.-2-

InItem ~~the Notice, the Investor declared all obligations under the Purchase Agreement immediately due and payable and claimed that the amount of such obligations was $12~~9.~~1 million~~01. InFinancial ~~the~~Statements ~~Notice, the Investor purported to establish 10:00 a.m. Eastern time on Monday, February 18, 2019, as the date on which it intended to sell~~ and ~~dispose of the collateral securing the October Debentures and said the sale would take place in St. Thomas, The Virgin Islands.~~Exhibits

~~Subsequent~~(d) to the receipt of the Notice, the Company contacted the Investor seeking to negotiate a settlement of the Investor’s claims. To date, no settlement has been reached and no assurance can be given that the Company will be able to reach an agreement with the Investor on term acceptable to the Company, if at all.Exhibits

If we are not able to reach an acceptable agreement with the Investor, we may need to cease operations and file for protection under applicable bankruptcy law.

Exhibit

Number

Description

10.1

Employment Agreement, dated March 7, 2019, by and between Immune Pharmaceuticals Inc. and Gary H. Rabin

10.2

Press release dated March 7, 2019

~~Item 9.01. Financial Statements and Exhibits.~~-3-

~~d) Exhibits.~~SIGNATURES

~~The~~Pursuant ~~exhibit~~to ~~listed~~the requirements inof the ~~following~~Securities ~~Exhibit~~Exchange ~~Index~~Act isof ~~filed~~1934, asthe ~~part~~registrant ofhas duly caused this ~~Current~~report ~~Report~~to be signed on ~~Form~~its ~~8-K~~behalf by the undersigned thereunto duly authorized.

Exhibit No.		Description
99.1		Notice of Default and Notice of Sale of Collateral.

	IMMUNE PHARMACEUTICALS INC.

	By:	/s/ Gary H. Rabin
	Name:	Gary H. Rabin
	Title:	President and Interim Chief Executive Officer

~~SIGNATURES~~Date: March 8, 2019

~~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.~~-4-

Immune Pharmaceuticals Inc.

February 14, 2019

/s/ Tony Fiorino

Tony Fiorino, M.D., Ph.D.

President and Interim Chief Executive Officer

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