UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On July 7, 2025, the Board of Directors (the “Board”) of Immunic, Inc. (the “Company”) authorized grants, subject to the final approval of the Compensation Committee of the Board, of up to an aggregate of 35,000,000 stock appreciation rights (“SARs”) to the Company’s employees and executive officers. This includes an aggregate of 22,015,000 SARs to the Company’s executive officers. The SARs could be settled for cash, but it is the intention of the Company that these SARs will be settled for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) provided the Company obtains stockholder approval to amend the Company’s 2019 Omnibus Equity Incentive Plan, as amended (the “Plan”), to provide for a sufficient number of shares of Common Stock to support the settlement of the SARs in shares of Common Stock. The Company intends to seek stockholder approval to increase the number of shares available under the Plan. The exercise price of each SAR is $0.77, the closing price of the Common Stock on July 7, 2025.
Of the 35,000,000 SARs, (i) 5,000,000 will be exercisable beginning August 1, 2026; (ii) up to 10,000,000 will be exercisable beginning August 1, 2026, subject to the exercise of the Company’s series A purchase warrants by the holders thereof; (iii) up to 10,000,000 will be exercisable beginning August 1, 2026, subject to the exercise of the Company’s series B purchase warrants by the holders thereof; (iv) up to 5,000,000 will be exercisable beginning August 1, 2026, subject to the Company’s issuance of Common Stock or pre-funded warrants to subscribers in connection with the second tranche of the Company’s January 4, 2024 private placement (the “January 2024 Offering”); and (v) up to 5,000,000 will be exercisable beginning August 1, 2026, subject to the issuance of Common Stock or pre-funded warrants to subscribers in connection with the third tranche of the January 2024 Offering.
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.
| Dated: July 11, 2025 | Immunic, Inc. | |
| By: | /s/ Daniel Vitt | |
| Daniel Vitt | ||
| Chief Executive Officer | ||