IMUX Immunic Inc

 

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): March 4, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

In connection with the result of the Special Meeting referred to in Item 5.07 of this Form 8-K, the stockholders of Immunic, Inc. (the “Company“) approved an amendment to Article Four, Part A of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock, $0.0001 par value per share (the “Common Stock”), from 130,000,000 shares of Common Stock to 500,000,000 shares of Common Stock (the “Amendment”). The Amendment did not change the number of shares of preferred stock that the Company is authorized to issue. On March 5, 2024, the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective on March 6, 2024.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On March 4, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). The total number of shares of Common Stock entitled to vote at the Special Meeting was 89,929,016 (outstanding on the record date of January 19, 2024), and there were present at the Special Meeting, in person or by proxy, 60,093,128 shares, which constituted a quorum for the Special Meeting. At the Special Meeting, the stockholders voted:

 

(1) to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of Common Stock from 130,000,000 shares to 500,000,000 shares;

 

(2) to approve an amendment to the Company’s Amended and Restated 2021 Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved for delivery under such plan by 1,000,000 shares to a total of 1,200,000 shares;

 

(3) to approve an amendment to the Company’s 2019 Omnibus Equity Incentive Plan, as Amended, to increase the number of shares of Common Stock authorized for issuance by 9,100,000 shares to a total of 19,448,871 shares; and

 

(4) to approve the repricing of outstanding stock options having an exercise price above $3.00 per share to the greater of $1.72 and 110% of the closing price on a future repricing date to be set by the Board of Directors.

 

The final results of the stockholders’ votes at the Special Meeting are set forth below:

 

Proposal 1: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation

 

FOR		AGAINST		ABSTAIN	BROKER NON-VOTES
59,487,494		397,612		208,022	0

 

Proposal 2: Approval of an Amendment to the Company’s Amended and Restated 2021 Employee Stock Purchase Plan

 

FOR		AGAINST		ABSTAIN	BROKER NON-VOTES
59,279,567		757,471		56,090	0

 

 

Proposal 3: Approval of an Amendment to the Company’s 2019 Omnibus Equity Incentive Plan, as Amended

 

FOR		AGAINST		ABSTAIN	BROKER NON-VOTES
52,994,383		6,866,888		231,857	0

 

Proposal 4: Approval of the Repricing of Certain Outstanding Stock Options

 

FOR		AGAINST		ABSTAIN	BROKER NON-VOTES
48,849,469		11,026,993		216,666	0

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunic, Inc., filed March 5, 2024

 

 

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:  March 8, 2024	Immunic, Inc.
	By:	/s/ Daniel Vitt
		Daniel Vitt
		President and Chief Executive Officer

 

  

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION  

OF IMMUNIC, INC.

 

IMMUNIC, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

 

FIRST: The name of the corporation is Immunic, Inc. (the “Corporation”).

 

SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) filed with the Secretary of State on July 17, 2019.

 

THIRD: The Board of Directors (the “Board”) of the Corporation, acting in accordance with the provisions of Sections 242 of the DGCL, adopted resolutions amending its Certificate of Incorporation as follows:

 

1. PART A of ARTICLE FOUR of the Certificate of Incorporation, as presently in effect, of the Corporation is hereby amended and restated in its entirety as follows:

 

“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 520,000,000 shares, consisting of:

 

1. 20,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”); and

 

2. 500,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”).

 

The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.”

 

FOURTH: Thereafter, pursuant to a resolution by the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval in accordance with the provisions of Section 242 of the DGCL. Accordingly, said proposed amendment has been adopted in accordance with Section 242 of the DGCL.

 

FIFTH: This amendment will become effective as of 1:00 p.m. Eastern Standard time, on March 6, 2024.

 

IN WITNESS WHEREOF, IMMUNIC, INC. has caused this Certificate of Amendment to be signed by its duly authorized officer this 5th day of March, 2024.

 

	IMMUNIC, INC.
	By:	/s/ Daniel Vitt
	Name:	Daniel Vitt
	Title:	Chief Executive Officer

 

 

v3.24.0.1

Cover	Mar. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-36201
Entity Registrant Name	IMMUNIC, INC.
Entity Central Index Key	0001280776
Entity Tax Identification Number	56-2358443
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1200 Avenue of the Americas
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Country	US
Entity Address, Postal Zip Code	10036
City Area Code	(332)
Local Phone Number	255-9818
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	IMUX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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