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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): May
22, 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 Erik Lundgren as Chief Executive Officer
On May 22, 2026 (the “Effective Date”), Immunic, Inc. (the
"Company") appointed Erik Lundgren, as Chief Executive Officer of the Company, with his start of employment beginning on June
1, 2026.
Erik Lundgren, age 48, served as Senior Vice President, Commercial
Portfolio Organization at Genentech, Inc., a member of the Roche Group, from May 2024 to May 2026, where he led and oversaw the commercial
strategy across all therapeutic areas of the company's portfolio. Prior to that role, Mr. Lundgren was the General Manager of Roche s.r.o.
from April 2021 to May 2024. Mr. Lundgren was the Lifecycle Leader for Huntington’s disease at Roche from January 2018 to May 2021.
Prior to that, Mr. Lundgren served in roles of increasing responsibility at Genentech from May 2007 to December 2017, including serving
as Senior Marketing Director supporting the launch and commercialization of Ocrevus® (ocrelizumab). Mr. Lundgren began
his career in the consulting industry. Mr. Lundgren earned his Bachelor of Arts in Public Policy from Duke University and his Master of
Business Administration from Harvard Business School.
In connection with his appointment as Chief Executive Officer, Mr.
Lundgren entered into an employment agreement with the Company, dated as of May 22, 2026 (the “Employment Agreement”). Pursuant
to the Employment Agreement, Mr. Lundgren will receive a yearly base salary of $685,000, subject to periodic review and adjustments made
by the Company, and be eligible for a yearly bonus amount of not less than 60% of the yearly base salary upon achievement of certain individual
and company goals. For the fiscal year ending December 31, 2026, the Company will pay Mr. Lundgren’s annual bonus in full (without
proration) at no less than 60% of the yearly base salary, in six monthly installments of no less than sixty-eight thousand and five hundred
dollars ($68,500) each. In addition, if (i) the pending Phase 3 trial for relapsing multiple sclerosis meets its primary efficacy and
safety goals in a manner that, as reasonably determined by the Company’s Board of Directors (the “Board”), justifies
the submission of a New Drug Application with the U.S. Food and Drug Administration for relapsing multiple sclerosis, and (ii) Mr. Lundgren
remains an employee of the Company in good standing through March 31, 2027, the Company shall pay to Mr. Lundgren an additional cash bonus
of two hundred thousand dollars ($200,000), which shall be paid on the first ordinary payroll date after such conditions are both met.
Additionally, the Company has agreed to enter into a separate letter agreement promptly after the execution of the Employment Agreement,
pursuant to which the Company shall pay Mr. Lundgren a cash bonus of two hundred and fifty thousand dollars ($250,000) within one month
of the Effective Date. Mr. Lundgren 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) Mr. Lundgren is terminated
without “cause” (as such term is defined in the Employment Agreement), (ii) Mr. Lundgren resigns for “Good Reason”
(as such term is defined in the Employment Agreement), or (iii) the Company elects not to renew the term of Mr. Lundgren’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), Mr. Lundgren would be entitled to receive (a) a lump sum payment in an amount
equal to the sum of Mr. Lundgren’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 Mr. Lundgren 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, plus an amount equal to 100% of Mr. Lundgren’s then-current
target bonus; provided, that if Mr. Lundgren’s employment is terminated by Mr. Lundgren as a result of a Clinical Trial Failure
Event on or prior to March 31, 2027, the severance payment shall instead be equal to thirty-four (34) 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, or if Mr. Lundgren incurs a qualifying termination prior to a Change of Control that entitles him to severance
payments outside of the Change of Control Period and a Change of Control occurs within sixty (60) days following his date of termination,
Mr. Lundgren would be entitled to receive: the enhanced Change of Control severance payments (less, in the case of the sixty-day lookback,
any amounts already paid): (a) a lump sum payment in an amount equal to the sum of Mr. Lundgren’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 Mr. Lundgren 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 150% of Mr. Lundgren’s target annual bonus (without proration), (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 Mr. Lundgren’s execution and non-revocation of a release of claims in favor of the Company.
Effective May 22, 2026, the Compensation Committee
of the Board approved a grant to Mr. Lundgren of an initial equity option to purchase 1,000,000 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 Mr. Lundgren’s commencement of employment pursuant to NASDAQ Listing Rule 5635(c)(4). The Options will be time vested,
with twenty-five percent (25%) vesting on the one-year anniversary of the Effective Date and the remaining seventy-five percent (75%)
vesting on a monthly basis in thirty-six (36) equal installments. 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 Mr. Lundgren and any
other person pursuant to which he was appointed as an officer of the Company and there is no family relationship between Mr. Lundgren
and any of the Company’s directors or executive officers. The Company is not aware of any transaction involving Mr. Lundgren 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 Mr. Lundgren, 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, 2025, filed with the Commission on February 26,
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 Dr. Daniel Vitt
On May 22, 2026, Daniel Vitt, resigned as the
Chief Executive Officer of the Company, effective June 1, 2026. The resignation of Dr. Vitt was not the result of any disagreement with
the Company on any matter relating to the Company’s operations, policies, or practices. The Board is deeply grateful for Dr. Vitt
service, dedication, and contributions to the Company. Dr. Vitt will continue to serve as a member of the Company’s Board, and retain
responsibility for scientific strategy and portfolio advancement. There are no changes to the Company’s compensation arrangements
with Dr. Vitt at this time.
Item 7.01 Regulation FD Disclosure.
On May 27, 2026, the Company issued a press release announcing the
appointment of Mr. Lundgren as Chief Executive Officer and the resignation of Dr. Vitt. 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 May 22, 2026, by and between Immunic, Inc. and Erik Lundgren |
| 99.1 |
Press Release dated May 27, 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: May 27, 2026 |
Immunic, Inc. |
| |
|
|
| |
By: |
/s/ Erik Lundgren |
| |
|
Erik Lundgren |
| |
|
Chief Executive Officer |
Immunic Appoints Distinguished
Biopharmaceutical Executive
Erik Lundgren as Chief Executive Officer
–
Proven Leader with Deep Multiple Sclerosis Expertise; Played Key Role in the Launch of Ocrevus® –
–
Will Leverage Senior Global Executive and Commercial Experience to Support Immunic’s Transition Toward a Commercial-Stage Multiple
Sclerosis Company –
NEW YORK,
May 27, 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 distinguished
biopharmaceutical executive Erik Lundgren as Chief Executive Officer, effective May 22, 2026, with employment beginning on June 1, 2026.
Mr. Lundgren succeeds Daniel Vitt, Ph.D., who will retain responsibility for scientific strategy and portfolio advancement while remaining
a member of Immunic's Board of Directors.
Mr. Lundgren will lead Immunic as the company
advances vidofludimus calcium through late-stage clinical development, including the pivotal phase 3 ENSURE program in relapsing multiple
sclerosis (RMS) and the planned phase 3 program in primary progressive multiple sclerosis (PPMS), while also preparing for potential new
drug application (NDA) filing, regulatory approval and commercialization.
“Immunic has evolved into a global late-stage
biotechnology company built around its lead asset, vidofludimus calcium, which we believe represents one of the most compelling and differentiated
opportunities in multiple sclerosis (MS) today,” stated Michael W. Bonney, Chair of Immunic’s Board of Directors. “As
we look to our next phase of growth, including the pivotal phase 3 RMS data readout expected by year-end, preparations for NDA filing
in this indication and potential commercialization thereafter, Erik’s experience will be invaluable. I look forward to working
with him as we continue transitioning Immunic toward a commercial-stage neurology company and deliver a potential next-generation
treatment option for people living with MS.”
“I am truly honored to be joining Immunic
at such an exciting and pivotal moment,” stated Mr. Lundgren. “Over the past decade, the treatment landscape for MS has advanced
meaningfully, broadening what is possible for people living with this complex disease. Yet a large unmet need remains, particularly for
treatment options with the potential to slow disability progression and preserve neurological function. Vidofludimus calcium’s potential
to treat MS by targeting both immunological and neuroprotective pathways, along with a safety and tolerability profile that appears favorable
to date, offers a differentiated approach within the MS therapeutic landscape, with the chance to impact both relapsing and progressive
forms of the disease. Having spent my career focused on bringing innovative medicines to patients, including those with MS, I believe
Immunic is uniquely positioned to advance this important program through late-stage development and potential commercialization. I look
forward to working alongside the talented team at Immunic to help realize that vision.”
“Erik is highly accomplished and possesses
the strategic, operational and commercial know-how needed to steer Immunic at this critical juncture,” added Dr. Vitt. “His
deep expertise in MS, including his role in helping shape the launch of Ocrevus®, combined with his long tenure and broad experience
across Genentech and Roche, will be instrumental as we advance vidofludimus calcium through the pivotal phase 3 ENSURE readout in RMS
and continue preparations for our planned phase 3 program in PPMS. As we approach these important milestones and continue our evolution
toward becoming a commercial-stage biotechnology company, I am convinced that Erik is the right leader to guide Immunic into its next
chapter. I look forward to continuing to support the company's scientific strategy and working alongside Erik and the Board to realize
the full potential of our pipeline.”
Mr. Lundgren brings nearly two decades of biopharmaceutical
experience spanning commercial strategy, product launches, global portfolio leadership, marketing and general management, with particular
expertise in MS. He most recently served as Senior Vice President, Commercial Portfolio Organization at Genentech (a member of the Roche
Group), where he led and oversaw the commercial strategy across all therapeutic areas of the company's broad portfolio. Prior to this
role, he served as General Manager of Roche Czech Republic, where he led full operations and commercial strategy. Earlier, he served as
Lifecycle Leader for Huntington's disease within Roche's neuroscience portfolio.
Mr. Lundgren spent more than a decade at Genentech
in roles of increasing responsibility, including serving as Senior Marketing Director supporting the launch and commercialization of Ocrevus®
(ocrelizumab), a foundational treatment for RMS and PPMS and one of the most successful launches in neurology. He also held commercial
leadership roles supporting the launches of oncology medicines, including Kadcyla® (ado-trastuzumab emtansine) and Zelboraf® (vemurafenib),
and led various sales teams within Genentech's oncology franchise.
Mr. Lundgren earned his Bachelor of Arts in Public
Policy from Duke University and his Master of Business Administration from Harvard Business School.
The Compensation Committee of Immunic's Board
of Directors granted Mr. Lundgren an initial equity option to purchase 1,000,000 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 Mr. Lundgren’s
commencement of employment pursuant to NASDAQ Listing Rule 5635(c)(4). The Options will be time vested, with 25% vesting on the one-year
anniversary of May 22, 2026 and the remainder vesting on a monthly basis in 36 equal installments.
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 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; the executive
and board structure of the company; and the appointment of Mr. Lundgren and his integration into 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 macroeconomic 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