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): July 2, 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: 49 89 250079460
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 5.07 Submission of Matters to a Vote of Security Holders.
On July 2, 2020, Immunic, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 10,823,951 and there were present at the Meeting, in person or by proxy, 6,172,139 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:
(1) to elect Dr. Vincent Ossipow and Mr. Jan Van den Bossche as directors for a three year term expiring at the 2023 annual meeting of stockholders; and
(2) to ratify the selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2020.
The final results of the stockholders votes at the Meeting are set forth below:
Proposal 1: Election of Directors
| NOMINEE | | FOR | | WITHHELD | | BROKER NON-VOTES |
| Dr. Vincent Ossipow | | 5,527,335 | | 93,396 | | 551,408 |
| Jan Van den Bossche | | 5,526,774 | | 93,957 | | 551,408 |
Proposal 2: Ratification of Appointment of Baker Tilly as Independent Registered Public Accounting Firm
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 6,162,934 | | 4,091 | | 5,114 | | n/a |
Item 7.01. Regulation FD Disclosure.
On July 8, 2020, Hella Kohlhof, Ph.D., the Company’s Chief Scientific Officer, will present at the Digital Novel Coronavirus Investment Forum about the Company’s clinical development program for IMU-838 as a potential treatment option for patients with COVID-19. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: July 7, 2020 | Immunic, Inc. |
| | | |
| | By: | /s/ Daniel Vitt |
| | | Daniel Vitt |
| | | Chief Executive Officer |
