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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Immunic Inc | NASDAQ:IMUX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.095 | 6.53% | 1.55 | 1.44 | 1.55 | 1.52 | 1.44 | 1.44 | 111,916 | 00:08:30 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
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 |
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 |
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 |
1 Year Immunic Chart |
1 Month Immunic Chart |
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