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): June 11, 2024
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2024, Immunic, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). The total number of shares of common stock, par value $0.0001, entitled to vote at the Meeting was 90,079,016, and there were present at the Meeting, in person or by proxy, 59,921,013 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:
(1) to elect Dr. Daniel Vitt and Dr. Duane Nash as Class I directors, serving until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;
(2) to ratify the selection of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2024; and
(3) to approve, by non-binding advisory vote, the resolution approving the Company’s named executive officer compensation (“Say on Pay Proposal”).
The final results of the stockholders’ votes at the Meeting are set forth below:
Proposal 1: Election of Class I Directors
| NOMINEE | | FOR | | WITHHELD |
| Dr. Daniel Vitt | | 43,559,455 | | 6,322,678 |
| Dr. Duane Nash | | 43,433,233 | | 6,448,900 |
Proposal 2: Ratification of Appointment of Baker Tilly as Independent Registered Public Accounting Firm
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 59,535,850 | | 281,381 | | 103,782 | | 0 |
Proposal 3: Approval, By Non-Binding Advisory Vote, of Say on Pay Proposal
| FOR | | AGAINST | | ABSTAIN |
| 47,604,179 | | 2,218,350 | | 59,604 |
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 12, 2024 | Immunic, Inc. |
| | | |
| | By: | /s/ Daniel Vitt |
| | | Daniel Vitt |
| | | President and Chief Executive Officer |
