IMMUNIC, INC.

false 0001280776 0001280776 2026-05-22 2026-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 salar