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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
August 29, 2024
IMMUNIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-36201 56-2358443
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
1200 Avenue of the Americas
,
Suite 200
New York
,
NY
10036
USA
(Address of principal executive offices)
Registrant's telephone number, includingarea code:
(332)
255-9818
Check the appropriate box below if the Form 8-K filing is intendedto
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 growthcompany as
defined in Rule 405 of the Securities Act of 1933 ((s) 230.405 of this
chapter) or Rule 12b-2 of the Securities ExchangeAct of 1934 ((s) 240.12b2 of
this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registranthas
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuantto Section 13(a) of
the Exchange Act. Yes ///No
Item 1.01. Entry into a Material Definitive Agreement.
On August 29, 2024, Immunic, Inc. (the "Company") and Dr.Duane Nash entered
into Addendum Number 6 (the "Addendum") to the Employment Agreement dated
April 17, 2020, as amended asof October 15, 2020, April 15, 2021, March 15,
2022, December 28, 2022 and October 17, 2023, to extend the term of Dr. Nash's
employmentas Executive Chairman of the Board of Directors of the Company (the
"Board") to December 31, 2025.
In connection with the Addendum, the Company increased Dr. Nash'smonthly base
salary to $33,987 from $32,368 (which includes the cash retainer payable for
serving on the Company's Board or foracting as the Chairman of the Board).
The Addendum is attached as Exhibit 10.1 to this Current Report onForm 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Addendum No. 6, dated August 29, 2024, to Employment Agreement,
dated April 17, 2020, between Immunic, Inc. and Duane Nash.
SIGNATURES
Pursuant to the requirements of the SecuritiesExchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Dated: September 3, 2024 Immunic, Inc.
By: /s/ Daniel Vitt
Daniel Vitt
Chief Executive Officer
ADDENDUM NO. SIX TO EMPLOYMENT AGREEMENT
This AddendumNumber SIX (this "
Addendum
") to the Employment Agreement dated April 17, 2020, as amended as of October
15,2020, April 15, 2021, March 15, 2022 and December 28, 2022 and October 17,
2023 (the "
Employment Agreement
")that was entered into by and between
IMMUNIC, INC.
, a Delaware corporation (the "
Company
"), and
DUANENASH
(the "
Executive
"), is entered into as of August 29, 2024. Defined terms used, but not
defined, hereinshall have the meaning set forth in the Employment Agreement.
WHEREAS, theExecutive 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 December 31, 2024
or such later date as shall be mutually agreed to in writingby the Executive
and the Company; and
WHEREAS, theExecutive and the Company have agreed to extend the term of the
Executive's service as the Executive Chairman of the Board untilDecember 31,
2025 subject to the terms of the Employment Agreement.
NOW, THEREFORE,in consideration of the premises and mutual covenants contained
herein, and for other valuable consideration, the Company and the
Executivehereby agree as follows:
1.
Term of Employment
. The Company and the Executive hereby agree to extend the Term of Employment
from December 31, 2024 toDecember 31, 2025 with a Base Salary of $33,987 per
month (which includes the cash retainer payable for serving on the
Company'sBoard 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.
IN WITNESS WHEREOF,the parties hereto have caused this Addendum to be executed
as of August 29, 2024.
IMMUNIC, INC.
By: /s/ Daniel Vitt
Name: Daniel Vitt
Title: ChiefExecutive Officer
EXECUTIVE
/s/ Duane Nash
Duane Nash
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