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
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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 | ||