Form 8-K IMMUNIC, INC. For: Jun 29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2026, Immunic, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of common stock, par value $0.0001 per share (“common stock”), authorized for issuance by 6,000,000 shares to a total of 8,644,887 shares (the “Amendment”).
A description of the material terms of the Amendment is set forth under the heading “Proposal Number 2 —To Approve an Amendment to the Existing 2019 Omnibus Plan” in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2026, which description is hereby incorporated into this Item 5.02 by reference. A copy of the Plan, as amended by the Amendment, is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The total number of shares of common stock entitled to vote at the Meeting was 13,621,483, and there were present at the Meeting, in person or by proxy, 8,885,263 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:
(1) to elect Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick as Class III Directors to serve until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified;
(2) to approve the Amendment to the Plan; and
(3) to ratify the appointment of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
The final results of the stockholders’ votes at the Meeting are set forth below:
Proposal 1: Election of Class III Directors
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTES | |||
| Mr. Michael Bonney | 5,692,503 | 85,660 | 3,107,100 | |||
| Mr. Thorvald Nagel | 5,064,713 | 713,450 | 3,107,100 | |||
| Dr. Richard Rudick | 5,688,265 | 89,898 | 3,107,100 |
Each of the three nominees was elected to the Board, each to hold office until the Company’s 2029 annual meeting of stockholders and until their respective successors are elected and qualified.
Proposal 2: Approval of the Amendment to the Plan
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 4,391,782 | 1,361,843 | 24,538 | 3,107,100 |
The proposal was approved.
Proposal 3: Ratification of Appointment of Baker Tilly as Independent Registered Public Accounting Firm
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 8,566,232 | 249,436 | 69,595 | — |
The proposal was approved.
The disclosure set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Immunic, Inc. 2019 Omnibus Equity Incentive Plan, as amended |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 29, 2026 | Immunic, Inc. | |
| By: | /s/ Erik Lundgren | |
| Erik Lundgren | ||
| Chief Executive Officer | ||
ATTACHMENTS / EXHIBITS