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): June 4, 2025

IMMUNIC, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

On June 4, 2025, Immunic, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of common stock authorized for issuance by 7,000,000 shares to a total of 26,448,871 shares (the “Amendment”).

A description of the material terms of the Amendment is set forth under the heading “Proposal Number 2 —To Approve an Amendment to the Existing 2019 Omnibus Plan” in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2025, which description is hereby incorporated into this Item 5.02 by reference. A copy of the Plan, as amended by the Amendment, is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The total number of shares of common stock, par value $0.0001, entitled to vote at the Meeting was 95,817,536, and there were present at the Meeting, in person or by proxy, 61,229,143 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:

(1) To elect Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips as Class II Directors to serve until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

(2) To approve the Amendment to the Plan; and

(3) To ratify the appointment of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025

The final results of the stockholders’ votes at the Meeting are set forth below:

Proposal 1: Election of Class II Directors

Proposal 2: Approval of the Amendment to the Plan

Proposal 3: Ratification of Appointment of Baker Tilly as Independent Registered Public Accounting Firm

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.