8-K

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): March 10, 2022

IMMUNIC, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-36201	56-2358443
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	1200 Avenue of the Americas, Suite 200 New York, NY 10036 USA
	(Address of principal executive offices)

Registrant’s telephone number, including area code: (332) 255-9818

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)
☐	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))

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	IMUX	The Nasdaq Stock Market LLC

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 (§ 240.12b2 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. Yes ☐   No ☐

Item 1.01. Entry into a Material Definitive Agreement.

On March 15, 2022, Immunic, Inc. (the “Company”) and Dr. Duane Nash entered into a third addendum to extend the term of the Executive Chairman Agreement to December 31, 2022.

In connection with the Agreement, the Company made a one-time award to Dr. Nash of an option to purchase 75,000 shares of the Company’s common stock, which will vest monthly commencing on April 10, 2022.

The Agreement is attached as Exhibit 10.1 Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02 in its entirety.

Appointment of Glenn Whaley as Chief Financial Officer

On March 10, 2022, Glenn Whaley was appointed Chief Financial Officer (“CFO”) of the Company. Previously, Mr. Whaley was the Company’s Principal Financial and Accounting Officer.

In connection with the appointment, the Company made a one-time award to Mr. Whaley of an option to purchase 40,000 shares of the Company’s common stock, which 25% of the shares will vest on March 10, 2023, with the remainder vesting monthly thereafter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Addendum No. 3 to Employment Agreement, dated March 15, 2022, between Immunic, Inc. and Duane Nash

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: March 16, 2022	Immunic, Inc.
	By:	/s/ Daniel Vitt
		Daniel Vitt
		Chief Executive Officer

EX-10.1

ADDENDUM NO. THREE TO EMPLOYMENT AGREEMENT

This Addendum Number Three (this “Addendum”) to the Employment Agreement dated April 17, 2020, as amended as of October 15, 2020 and April 15, 2021 (the “Employment Agreement”) that was entered into by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and DUANE NASH (the “Executive”), is entered into as of March 15, 2022. Defined terms used, but not defined, herein shall have the meaning set forth in the Employment Agreement.

WHEREAS, the Executive agreed to serve in the capacity of Executive Chairman of the Board of Directors of the Company (“Board”), pursuant to the terms of the Employment Agreement, until April 15, 2022 or such later date as shall be mutually agreed to in writing by the Executive and the Company; and

WHEREAS, the Executive and the Company have agreed to extend the term of the Executive’s service as the Executive Chairman of the Board until December 31, 2022 subject to the terms of the Employment Agreement; and

WHEREAS, subject to the approval of the Board, the Company has agreed to make a one time grant to the executive of a stock option to purchase up to 75,000 shares of the Company’s Common Stock, par value $0.0001 per share, on the terms set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Executive hereby agree as follows:

1.Term of Employment. The Company and the Executive hereby agree to extend the Term of Employment from April 15, 2022 to December 31, 2022 with a Base Salary of 29,358 per month (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board). All other terms of the Employment Agreement shall remain the same and Section 12 (Miscellaneous) of the Employment Agreement is deemed incorporated herein to this Addendum.

2.Option Grant. The Company has made a onetime grant to the executive of a stock option to purchase up to 75,000 shares of the Company’s Common Stock, par value $0.0001 per share (the “Stock Option”). The Stock Option vests in twelve monthly installments beginning on April 10, 2022. The exercise price per share under the Stock Option shall be the closing price of the Common Stock on the date the Board approves the Stock Option.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the 15^th day of March 2022.

IMMUNIC, INC.
By:	/s/ Daniel Vitt
Name:	Daniel Vitt
Title:	Chief Executive Officer
EXECUTIVE
/s/ Duane Nash
Duane Nash

XML

Cover	Mar. 10, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 10, 2022
Entity File Number	001-36201
Entity Registrant Name	IMMUNIC, INC.
Entity Central Index Key	0001280776
Entity Tax Identification Number	56-2358443
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1200 Avenue of the Americas
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Country	US
Entity Address, Postal Zip Code	10036
City Area Code	(332)
Local Phone Number	255-9818
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	IMUX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false