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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
24, 2026
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 5.02. Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers.
Appointment of Michael A. Panzara, M.D., M.P.H., as Chief Medical
Officer
Effective April 24, 2026 (the “Effective Date”),
Immunic, Inc. (the "Company") appointed Michael A. Panzara, M.D., M.P.H., as Chief Medical Officer of the Company, effective
immediately.
Michael Panzara, M.D., M.P.H., age 59, served as chief
medical officer at Neurvati Neurosciences, Inc., a Blackstone Life Sciences portfolio company, from October 2022 to March 2026. Previously,
Dr. Panzara served as chief medical officer and head of therapeutics discovery and development at Wave Life Sciences Ltd., a publicly
traded genetic medicines company, from May 2020 to October 2022, where he previously served as chief medical officer from November 2018
to May 2020 and as franchise lead of neurology from July 2016 to November 2018. Prior to joining Wave Life Sciences, Dr. Panzara served
in various roles at Sanofi Genzyme, including most recently as head of multiple sclerosis, neurology and ophthalmology therapeutic area
for global development. Dr. Panzara has held numerous other positions in the healthcare and biopharmaceutical industries, including vice
president and chief medical officer in neurology at Biogen, and instructor in neurology at Harvard Medical School with clinical appointments
at Brigham & Women’s Hospital and Massachusetts General Hospital. Dr. Panzara has served on the board of directors of LeonaBio,
Inc. since March 2022. Dr. Panzara also serves on the board of directors of Cadenza Bio, Inc. Dr. Panzara earned an M.P.H from Harvard
School of Public Health in 2002, an M.D. from Stanford University School of Medicine in 1994, and a B.A. in biology from the University
of Pennsylvania in 1989.
In
connection with his appointment as Chief Medical Officer, Dr. Panzara entered into an employment agreement with the Company, dated as
of April 24, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Panzara will receive a yearly base
salary of $600,000, subject to periodic review and adjustments made by the Company, and be eligible for a yearly bonus amount of not
less than 50% of the yearly base salary upon achievement of certain individual and company goals. In addition, the Company will pay Dr.
Panzara a signing bonus in the aggregate amount of $125,000, $75,000 payable in the first month and $50,000 payable after six months
of employment. Dr. Panzara is also entitled to: (i) participate in all employee benefit plans, (ii) reimbursement for certain reasonable
business-related or employment-related expenses, and (iii) thirty (30) days paid vacation per year.
Pursuant to the Employment
Agreement, if: (i) Dr. Panzara is terminated without “cause” (as such term is defined in the Employment Agreement), (ii)
Dr. Panzara resigns for “Good Reason” (as such term is defined in the Employment Agreement), or (iii) the Company elects
not to renew the term of Dr. Panzara’s employment with the Company, subject to the terms and limitations in the Employment Agreement,
and such termination occurs outside of a Change of Control Period (as defined in the Employment Agreement), Dr. Panzara would be entitled
to receive (a) a lump sum payment in an amount equal to the sum of Dr. Panzara’s earned but unpaid base salary through the date
of termination, plus his accrued but unused vacation days at the base salary in effect as of the date of termination, plus any other
benefits or rights Dr. Panzara has accrued or earned through the date of termination, in accordance with the terms of the applicable
fringe or employee benefit plans and programs of the Company, (b) a lump sum severance payment equal to twelve (12) months of base salary,
(c) full acceleration of 100% of unvested equity awards, which would remain exercisable for twelve (12) months, (d) reimbursement of
COBRA premiums for twelve (12) months, and (e) accrued but unpaid annual bonus, if any, for the fiscal year ended prior to the date of
termination, payable at the same time annual bonuses for such fiscal year are paid to other key employees of the Company. If such a termination
occurs during the Change of Control Period, Dr. Panzara would be entitled to receive: (a) a lump sum payment in an amount equal to the
sum of Dr. Panzara’s earned but unpaid base salary through the date of termination, plus his accrued but unused vacation days at
the base salary in effect as of the date of termination, plus any other benefits or rights Dr. Panzara has accrued or earned through
the date of termination, in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company,
(b) a lump sum severance payment equal to eighteen (18) months of base salary, (c) a lump sum payment equal to 100% of Dr. Panzara’s
target annual bonus, (d) full acceleration of 100% of unvested equity awards, which would remain exercisable for eighteen (18) months,
(e) reimbursement of COBRA premiums for eighteen (18) months, and (f) accrued but unpaid annual bonus, if any, for the fiscal year ended
prior to the date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key employees of the
Company. Receipt of severance benefits in either case is conditioned upon Dr. Panzara’s execution and non-revocation of a release
of claims in favor of the Company.
On
April 23, 2026, effective on the Effective Date, the Compensation Committee of the Company’s Board of Directors approved a grant
to Dr. Panzara of an initial equity option to purchase 300,000 shares of common stock of the Company (3,000,000 shares of common stock
of the Company prior to the Company’s 1:10 reverse stock split) under the Immunic, Inc. 2026 Inducement Equity Compensation Plan
(the “Options”). The Options were granted as an inducement material to Dr. Panzara’s commencement of employment pursuant
to NASDAQ Listing Rule 5635(c)(4). The Options will be time vested, with one half vesting on the one-year anniversary of the Effective
Date and one half vesting in equal monthly installments over a period of twenty-four (24) months following the first anniversary of the
Effective Date. The exercise price of the Options is the closing price of the Company’s common stock on the date the Options were
approved by the Compensation Committee.
There is no relationship or agreement between Dr. Panzara and any other
person pursuant to which he was appointed as an officer of the Company and there is no family relationship between Dr. Panzara and any
of the Company’s directors or executive officers. The Company is not aware of any transaction involving Dr. Panzara which would
require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act, other than as set forth in this Current Report
on Form 8-K. The Company will enter into a customary indemnity agreement with Dr. Panzara, consistent with the form filed as Exhibit 10.7
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 31, 2025.
The foregoing description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Resignation of Andreas Muehler, M.D., M.B.A.
On
April 27, 2026, Andreas Muehler, M.D., M.B.A., resigned as the Chief Medical Officer of the Company. The resignation of Dr. Muehler was
not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Board of Directors and the Company are deeply grateful for Dr. Muehler’s service, dedication, and contributions to the Company.
In connection with Dr. Muehler’s resignation as Chief Medical
Officer, the Company entered into a Transition, Separation, and Consulting Agreement with Dr. Muehler, dated April 27, 2026 (the
“Separation Agreement”). Pursuant to the Separation Agreement, Dr. Muehler’s employment with the Company as Chief
Medical Officer terminated on April 27, 2026, and Dr. Muehler’s title was changed to Senior Medical Officer. Dr. Muehler also
agreed to resign from the Executive Board of Immunic AG, a wholly owned subsidiary of the Company, on or before April 30, 2026 (the
“Separation Date”). Dr. Muehler will serve as Senior Medical Officer through the Separation Date. From the date of the
Separation Agreement to the Separation Date, (a) the Company will pay Dr. Muehler all accrued salary earned through the Separation
Date, subject to standard payroll deductions and withholdings, and (b) Immunic AG will pay Dr. Muehler all accrued salary earned
under the service agreement dated December 18, 2023, by and between Immunic AG and Dr. Muehler (the “Service
Agreement”), through the Separation Date, subject to standard payroll deductions and withholdings.
Commencing on the Separation Date, Dr. Muehler will serve as a
consultant to the Company for an initial period of ten (10) months, providing consulting services on an as-needed basis for up to
twenty (20) hours per month, in exchange for a monthly retainer of $10,000. In addition, the Company agreed to provide Dr. Muehler
with severance benefits, including a lump sum payment equal to twelve (12) months of Dr. Muehler’s base salary, a pro-rated
bonus for fiscal 2026, provided that such bonus will be determined by the Company in the ordinary course and will be paid (to the
extent determined to have been earned by the Company) when such bonus is paid to employees of the Company, and a lump sum payment
from Immunic AG equal to twelve (12) months of Dr. Muehler’s fixed annual salary under the Service Agreement, subject to Dr.
Muehler’s execution of a release of claims in favor of the Company and compliance with the terms of the Separation Agreement.
Additionally, 100% of Dr. Muehler’s outstanding equity awards shall vest as of the Separation Date. Dr. Muehler will have
three (3) years following Separation Date to exercise any vested equity awards.
The foregoing description of the Separation Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 28, 2026, the Company issued a press release announcing the
appointment of Dr. Panzara as Chief Medical Officer and the departure of Dr. Muehler. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not
be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before
or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
| Exhibit |
Description |
| 10.1 |
Employment Agreement, dated April 24, 2026, by and between Immunic, Inc. and Michael A. Panzara. |
| 10.2 |
Transition, Separation, and Consulting Agreement, dated April 27, 2026, between Immunic, Inc. and Andreas Rolf Muehler. |
| 99.1 |
Press Release dated April 28, 2026. |
| 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: April 28, 2026 |
Immunic, Inc. |
| |
|
|
| |
By: |
/s/ Daniel Vitt |
| |
|
Daniel Vitt |
| |
|
Chief Executive Officer |

Immunic Appoints Accomplished
Biopharmaceutical Executive
Michael A. Panzara, M.D., M.P.H.,
as Chief Medical Officer
–
Proven Leader in Neurology Drug Development, Including for Several Approved Multiple Sclerosis Therapies –
–
Strong Experience in Advancing Late-Stage Clinical Programs and Obtaining Global Regulatory Approvals, Key to Supporting Vidofludimus
Calcium Through Pivotal Development –
NEW
YORK, April 28, 2026 – Immunic, Inc. (Nasdaq: IMUX), a late-stage biotechnology company pioneering the development of novel
oral therapies for neurologic diseases, today announced the appointment of Michael A. Panzara, M.D., M.P.H., as Chief Medical Officer,
effective April 24, 2026. Dr. Panzara will lead the company’s development organization, including clinical development, medical
affairs, and regulatory affairs, and will be a critical partner to the Chief Executive Officer and the Board of Directors in defining
and driving the overall company strategy. Dr. Panzara succeeds Andreas Muehler, M.D., M.B.A.
“Mike is a globally renowned biopharmaceutical
executive and drug developer with deep expertise in neurology and proven leadership in advancing transformational therapies through development
and the regulatory approval process,” stated Daniel Vitt, Ph.D., Chief Executive Officer of Immunic. “Notably, during his
tenure at Sanofi Genzyme, Mike oversaw the global regulatory approvals of the multiple sclerosis (MS) drugs LEMTRADA® and AUBAGIO®.
During his time at Biogen, he served as global clinical lead for the development of TYSABRI® and managed their late-stage portfolio
of MS products. His depth of experience will be invaluable as we advance vidofludimus calcium through the pivotal clinical readout of
our phase 3 ENSURE trials in relapsing MS, and toward potential regulatory approval and commercialization in this indication. His leadership
will support the company strategy as we continue our transition into a fully integrated commercial-stage company.”
“This is a critically important time in
Immunic’s evolution and I am excited to be joining the company at such a pivotal inflection point,” said Dr. Panzara. “Vidofludimus
calcium’s potential to treat MS by targeting both immunological and neuroprotective pathways holds promise to redefine the treatment
landscape and meaningfully impact the lives of so many people who continue to struggle with their MS. I look forward to building upon
the team’s successes to further advance Immunic’s clinical programs, including the phase 3 ENSURE trials and the planned phase
3 trial of vidofludimus calcium in primary progressive MS.”
Dr. Panzara brings over 25 years of global neurology
experience to Immunic. He most recently served as Chief Medical Officer of Neurvati Neurosciences, Inc., where he built a Development
Organization to support the creation of sub-companies focused on advancing therapeutic candidates in neurological and psychiatric disorders.
This included serving as Chief Medical Officer of Neurvati’s first sub-company, GRIN Therapeutics, overseeing development of radiprodil,
a negative allosteric modulator targeting the NMDA receptor as a potential treatment for rare genetically defined neurodevelopmental disorders.
Prior to Neurvati, Dr. Panzara served as Chief Medical Officer and Head of Therapeutics Discovery and Development at Wave Life Sciences
Ltd., after initially joining the company as Franchise Lead, Neurology, where he oversaw Wave’s therapeutic research and development
portfolio with a focus on genetically-defined neurological diseases. Earlier, he served as the Head of the Multiple Sclerosis, Neurology
and Ophthalmology Therapeutic Area for Global Development at Sanofi Genzyme, where he oversaw global regulatory approvals of the MS drugs
LEMTRADA® (alemtuzumab) and AUBAGIO® (teriflunomide) and was responsible for development strategy and oversight within these therapeutic
areas. Prior to joining Sanofi Genzyme, Dr. Panzara was Vice President and Chief Medical Officer of Neurology at Biogen. During his time
there, he served as the global clinical lead for the development of TYSABRI® (natalizumab) for MS, overseeing its clinical program
and global approvals, and managed clinical development activities for all late-stage MS products, including AVONEX® (interferon beta-1a),
PLEGRIDY® (PEG-interferon beta-1a), and TECFIDERA® (dimethyl fumarate). He currently serves on the Boards of Directors of LeonaBio,
Inc. and Cadenza Bio, Inc..
Dr. Panzara received his undergraduate degree
in biology from the University of Pennsylvania and his medical degree from Stanford University School of Medicine. He completed his neurology
training at Massachusetts General Hospital and conducted postdoctoral training in immunology and rheumatology at Brigham and Women’s
Hospital. He also holds a Master of Public Health from the Harvard School of Public Health.
Dr. Vitt added, “On behalf of the entire
team, I would like to sincerely thank Andreas for his leadership and invaluable contributions as Co-Founder and Chief Medical Officer
of Immunic. It is due in large part to his expertise and stewardship that vidofludimus calcium has advanced successfully into late-stage
clinical development. That said, we are delighted that he will continue to support the company as a consultant during this key phase for
Immunic and our evolution into a fully-fledged commercial company.”
“It has been a true privilege to serve as
Chief Medical Officer of Immunic for the past 10 years,” said Dr. Muehler. “During this time, I had the opportunity to build
and grow the clinical development organization and advance the company’s development pipeline. Most notably, we progressed vidofludimus
calcium from the preclinical stage into late-stage clinical development, achieving clinical proof-of-concept in both relapsing and progressive
MS, and are now just months away from the pivotal phase 3 readout in relapsing MS. This journey has truly been a team effort. I have been
fortunate to work alongside an exceptional group of colleagues, whose dedication and expertise made these achievements possible. I am
delighted to pass the baton to Dr. Panzara, whose extensive medical, clinical and regulatory background makes him ideally suited to guide
vidofludimus calcium into its next chapter. I am immensely proud of what our team has accomplished and remain highly confident in Immunic’s
potential to make a meaningful impact in the MS space by delivering a unique and innovative new therapeutic option for patients living
with this devastating disease.”
The
Compensation Committee of Immunic’s Board of Directors granted Dr. Panzara an initial equity option to purchase 300,000 shares
of common stock of the company under the Immunic, Inc. 2026 Inducement Equity Compensation Plan (the “Options”). The Options
were granted as an inducement material to Dr. Panzara’s commencement of employment pursuant to NASDAQ Listing Rule 5635(c)(4).
The Options will be time vested, with one half vesting on the one-year anniversary of April 24, 2026 and one half vesting in equal monthly
installments over a period of twenty-four (24) months following the first anniversary of April 24, 2026.
About Immunic,
Inc.
Immunic, Inc. (Nasdaq:
IMUX) is a late-stage biotechnology company pioneering the development of novel oral therapies for neurologic diseases. The company’s
lead development program, vidofludimus calcium (IMU-838), is currently in phase 3 clinical trials for the treatment of relapsing multiple
sclerosis, for which top-line data is expected to be available by the end of 2026. It has already shown therapeutic activity in phase
2 clinical trials in relapsing-remitting multiple sclerosis, progressive multiple sclerosis and other diseases. Vidofludimus calcium combines
neuroprotective effects, through its mechanism as a first-in-class nuclear receptor-related 1 (Nurr1) activator, with additional anti-inflammatory
and anti-viral effects, by selectively inhibiting the enzyme dihydroorotate dehydrogenase (DHODH). The company’s development pipeline
also includes earlier-stage programs, including IMU-856 and IMU-381, aimed at building a broader therapeutics platform addressing neurodegenerative,
chronic inflammatory, and autoimmune-related diseases. For further information, please visit: www.imux.com.
Cautionary
Statement Regarding Forward-Looking Statements
This press release contains "forward-looking
statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future
operations, future financial position, future revenue, projected expenses, sufficiency of cash and cash runway, expected timing, development
and results of clinical trials, prospects, plans and objectives of management are forward-looking statements. Examples of such statements
include, but are not limited to, statements relating to expectations regarding the appointment of Dr. Panzara and his integration into
the company; Immunic's development programs and the targeted diseases; the potential for Immunic's development programs to safely and
effectively target diseases; preclinical and clinical data for Immunic's development programs; the timing of current and future clinical
trials, anticipated clinical milestones and regulatory approvals; the nature, strategy and focus of the company and further updates with
respect thereto; the development and commercial potential of any product candidates of the company; expectations regarding the capitalization,
resources and ownership structure of the company; and the executive and board structure of the company. Immunic may not actually achieve
the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should
not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and
involve substantial risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking
statements as a result of many factors, including, without limitation, increasing inflation, tariffs and macroeconomics trends, impacts
of the Ukraine – Russia conflict and the conflict in the Middle East on planned and ongoing clinical trials, risks and uncertainties
associated with the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations,
the availability of sufficient financial and other resources to meet business objectives and operational requirements, and the ability
to raise sufficient capital to continue as a going concern, the fact that the results of earlier preclinical studies and clinical trials
may not be predictive of future clinical trial results, any changes to the size of the target markets for the company’s products
or product candidates, the protection and market exclusivity provided by Immunic’s intellectual property, risks related to the drug
development and the regulatory approval process and the impact of competitive products and technological changes. A further list and descriptions
of these risks, uncertainties and other factors can be found in the section captioned “Risk Factors,” in the company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, and in the company’s
subsequent filings with the SEC. Copies of these filings are available online at www.sec.gov or ir.imux.com/sec-filings. Any forward-looking
statement made in this release speaks only as of the date of this release. Immunic disclaims any intent or obligation to update these
forward-looking statements to reflect events or circumstances that exist after the date on which they were made. Immunic expressly disclaims
all liability in respect to actions taken or not taken based on any or all of the contents of this press release.
Contact Information
Immunic, Inc.
Jessica Breu
Vice President Investor Relations and Communications
+49 89 2080 477 09
jessica.breu@imux.com
US IR Contact
Rx Communications
Group
Paula Schwartz
+1 917 633 7790
immunic@rxir.com
US Media Contact
KCSA Strategic Communications
Caitlin Kasunich
+1 212 896 1241
ckasunich@kcsa.com