IMMUNIC, INC. (Form: 8-K/A, Received: 11/13/2020 16:11:29)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.0001	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 November 11, 2020, Immunic, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Securities Purchase Agreement, dated April 23, 2020, between the Company and the investors party thereto. The Amendment (i) clarifies that the financing participation rights granted to the applicable investors do not apply to sales made pursuant to at the market offerings under the Company’s existing Sales Agreement with SVB Leerink LLC, and (ii) provides that the participation right will be extended from April 27, 2021 to May 26, 2021.

Item 9.01. Financial Statements and Exhibits

Exhibit	Description

10.1	Amendment Letter, dated November 11, 2020
104	Cover Page to this Current Report on Form 8-K in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: November 13, 2020	Immunic, Inc.

	By:	/s/ Daniel Vitt
		Daniel Vitt
		Chief Executive Officer

November 11, 2020

Altium Growth Fund, LP
152 West 57th Street, 20th Floor
New York, NY 10019
Attn: Josh Thomas, Portfolio Manager

Gentlemen:

Reference is made to the Securities Purchase Agreement dated April 23, 2020 (the “Purchase Agreement”) between Immunic, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Pursuant to the Purchase Agreement, the Purchasers purchased 1,764,706 shares of the Company’s common stock (the “Shares”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement.

Section 4.9 of the Purchase Agreement provides that from April 27, 2020 and until April 27, 2021 the Company will provide the Purchasers with the opportunity to participate in up to 20% of certain subsequent financings of the Company during this time period (the “Financing Participation Right”). The Company is asking the Purchasers to execute this letter to acknowledge and agree and to amend Section 4.9(h) of the Purchase Agreement such that the Company may engage in “at the market offerings” pursuant to its existing Sales Agreement with SVB Leerink LLC, dated as of July 17, 2019 (the “SVBL Sales Agreement”) without any requirement to offer the Purchasers the right to purchase any portion of any equity securities sold by the Company pursuant the SVBL Sales Agreement and, thus, that the Financing Participation Right shall not apply to sales under the SVBL Sales Agreement.

By executing this letter below, pursuant to Section 5.5 of the Purchase Agreement, the Purchasers holding at least 50.1% in interest of the Shares hereby agree with the Company that this letter shall be deemed to amend Section 4.9(h) of the Purchase Agreement to explicitly exclude shares of common stock of the Company sold pursuant to the SVBL Sales Agreement from the Financing Participation Right. As such, Section 4.9(h) shall be amended and restated in its entirety to read as follows:

“Notwithstanding the foregoing, this Section 4.9 shall not apply in respect of (i) an Exempt Issuance and (ii) issuances and sales of Common Stock pursuant to that certain Sales Agreement, by and between the Company and SVB Leerink LLC, dated as of July 17, 2019.”

In exchange for the amendment above, the term of the Participation Right will be extended to May 26, 2021.

Except as set forth herein, the Purchase Agreement shall remain in full force and effect and unmodified, enforceable in accordance with its terms, including, but not limited to Section 4.10 of the Purchase Agreement.

Section 5.9 (Governing Law) of the Purchase Agreement is hereby incorporated into this letter. This letter may be executed and delivered in counterparts, each of which, when so executed and delivered, shall be deemed an original and all of which taken together shall constitute one and the same original agreement. This letter may be signed by any one or more of the parties by .pdf or facsimile transmission, any such .pdf or facsimile transmission to be treated for all purposes as an original.

	Very truly yours,

	/s/ Duane Nash

	Immunic, Inc.
	Duane Nash
	Executive Chairman of the Board

Acknowledged and Agreed:

Altium Growth Fund, LP

By: /s/ Mark Gottlieb
Name: Mark Gottlieb
Title: Authorized Signatory