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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 Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 15, 2021

 

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 April 15, 2020, the compensation committee of the board of directors of Immunic, Inc. (the “Company”) independently reviewed and approved entering into an employment agreement with the current Chairman of the Board, Duane Nash, MD, JD, MBA (the “Executive Chairman Agreement”) and pursuant to such approval, on April 17, 2020, the Company and Dr. Nash entered into the Executive Chairman Agreement. The Executive Chairman Agreement establishes an “at will” employment relationship pursuant to which Dr. Nash serves as Executive Chairman and contemplated a term that ends on October 15, 2020, which was subsequently extended to April 15, 2021. On April 15, 2021, the Company and Dr. Nash entered into an addendum (the “Agreement”) to extend the term of the Executive Chairman Agreement to April 15, 2022.

 

In connection with the Agreement, the Company made a one-time award to Dr. Nash of an option to purchase 90,000 shares of Company common stock, which will vest monthly commencing on May 15, 2021, and to increase Dr. Nash’s monthly base salary to $27,960 from $25,417.

 

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain 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.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit Description
   
10.1 Addendum No. 2 to Employment Agreement, dated April 15, 2021, between Immunic, Inc. and Duane Nash
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, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated:  April 19, 2021 Immunic, Inc.
     
  By:   /s/ Daniel Vitt
    Daniel Vitt
    Chief Executive Officer

 

ADDENDUM NO. TWO TO EMPLOYMENT AGREEMENT

 

This Addendum Number Two (this “Addendum”) to the Employment Agreement dated April 17, 2020 and amended as of October 15, 2020 (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 April 15, 2021. 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, 2021 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 April 15, 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 90,000 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, 2021 to April 15, 2022 with a Base Salary of 27,960 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. Subject to the approval of the Board, the Company hereby agrees to make a one time grant to the executive of a stock option to purchase up to 90,000 shares of the Company’s Common Stock, par value $0.0001 per share (the “Stock Option”). The Stock Option will vest in twelve monthly installments beginning on May 15, 2021. 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 15th day of April 2021.

 

 

IMMUNIC, INC.

 

By: /s/ Daniel Vitt

Name: Daniel Vitt

Title: Chief Executive Officer

 

 

EXECUTIVE

 

/s/ Duane Nash
Duane Nash