Form 8-K
8-K — IMMUNIC, INC.
Accession: 0001193805-26-000645
Filed: 2026-05-19
Period: 2026-05-16
CIK: 0001280776
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
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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 16, 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 Michael W. Bonney as Chair of the
Board
On May 16, 2026 (the “Effective Date”), the
board of directors (the “Board”) of Immunic, Inc., a Delaware corporation (the “Company”) appointed Michael W.
Bonney as Chair of the Board, effective immediately.
Mr. Bonney, age 67, has
served as chair of the board of directors of Autolus Therapeutics plc since April 2024. He has also served as chair of the board of
directors of Santa Ana Bio, Inc. since September 2025 and as the chair of the board of directors of Dunad Therapeutics LTD since
2023. He previously served as a director of Alnylam Pharmaceuticals, Inc. from December 2014 to December 2025; as chair of Alnylam
from December 2015 to August 2021 and as the company’s executive chair from August 2021 to January 2023. Mr. Bonney previously
served as the chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August
2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief
Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from
January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist
Pharmaceuticals, Inc., or Cubist, a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc.
(“Merck”)), from June 2003 until his retirement in December 2014, coinciding with Cubist’s acquisition by Merck
for $9.5 billion. From 2016 to 2021, Mr. Bonney owned and managed a solo advisory practice where he advised first time CEOs. Mr.
Bonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc. and as a director of Bristol-Myers
Squibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc., X-Biotix
Therapeutics, Inc., and Sarepta Therapeutics, Inc. Mr. Bonney holds a B.A. in economics from Bates College. We believe that Mr.
Bonney is qualified to serve on our Board, and as Chair of the Board, due to his significant experience serving in executive and
board leadership positions at a wide variety of biotechnology companies.
In connection with his appointment as a director, Mr. Bonney
received an inaugural grant of options to purchase up to a total of 100,000 shares of the Company’s common stock, effective May
16, 2026, which vest on a monthly basis over a three year period. The foregoing options have an exercise price per share equal to the
closing price of the Company’s common stock on The Nasdaq Stock Market on May 15, 2026 (the “Award”). The Award is subject
to the approval by the Company’s shareholders of an increase to the number of shares reserved for issuance under the Company’s
2019 Omnibus Equity Incentive Plan. Mr. Bonney will also receive cash compensation for his service on the Board in accordance with the
Company’s non-employee director compensation policy, as described in the Company’s most recent proxy statement, as may be
adjusted from time to time as set forth in the Company’s filings and reports made with the Securities and Exchange Commission.
There is no relationship or agreement between Mr.
Bonney and any other person pursuant to which he was appointed as a director of the Company and there is no family relationship between
Mr. Bonney and any of the Company’s directors or executive officers. The Company is not aware of any transaction involving Mr. Bonney
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. Bonney, 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, 2024, filed with the Commission on March
31, 2025.
In connection with Mr. Bonney’s appointment
as Chair of the Board, Simona Skerjanec, who has been serving as Interim Chairperson since February 2026, will transition from Interim
Chairperson and continue to serve as a member of the Board. Additionally, in connection with Mr. Bonney's appointment, the size of Board was increased from nine to ten members.
Item 7.01 Regulation FD Disclosure.
On May 19, 2026, the
Company issued a press release announcing the appointment of Mr. Bonney as Chair of the Board. 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
99.1
Press Release dated May 19, 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 19, 2026
Immunic, Inc.
By:
/s/ Daniel Vitt
Daniel Vitt
Chief Executive Officer
EX-99.1
EX-99.1
Filename: e665479_ex99-1.htm · Sequence: 2
Immunic Appoints Seasoned Biopharmaceutical
Executive Michael W. Bonney as Chair of the Board of Directors
–
More Than 30 Years of Leadership Experience Across Biopharmaceutical Commercialization –
–
Played Key Role in the Launch and Commercial Success of Avonex® for Multiple Sclerosis –
NEW YORK,
May 19, 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 Michael
“Mike” W. Bonney, a highly experienced biopharmaceutical executive and board leader, as Chair of its Board of Directors, effective
May 16, 2026. Simona Skerjanec, M.Pharm, MBA, will transition from Interim Chairperson to continue serving as a member of the Board.
Mr. Bonney brings more than three decades of leadership
experience in the biopharmaceutical industry, including significant expertise in multiple sclerosis (MS) and broader central nervous system
markets. Notably, during his tenure at Biogen Inc., he held senior commercial leadership roles and was closely involved in the launch
and growth of Avonex®, one of the first widely adopted therapies for relapsing forms of MS. This treatment helped to build one of
the industry’s foundational neurology franchises.
After his time at Biogen, Mr. Bonney served as
Chief Executive Officer of Cubist Pharmaceuticals, where, for more than 10 years, he led the company through a period of significant growth.
Most notably, this included the successful commercialization of Cubicin®, an antibiotic medicine, and the company’s subsequent
acquisition by Merck & Co. for approximately $9.5 billion. Earlier, Mr. Bonney spent over a decade at Zeneca Pharmaceuticals in a
range of commercial, operating, and strategic roles, culminating as National Business Director. Throughout his distinguished career, Mr.
Bonney has consistently supported companies advancing innovative therapies through late-stage development and commercialization.
Mr. Bonney has extensive board leadership experience
across the biopharmaceutical sector. In addition to Immunic, he currently serves as Chair of the Board of Autolus Therapeutics plc, Dunad
Therapeutics LTD and Santa Ana Bio, Inc. He has also served as Chair or Director of companies including Alnylam Pharmaceuticals, Inc.,
Bristol Myers Squibb, Celgene Corporation, Kaleido Biosciences, Inc., Magenta Therapeutics, Inc., Sarepta Therapeutics, Inc. and Syros
Pharmaceuticals, Inc.
“I would like to welcome Mike as Chair of
the Board at what is, without question, a defining stage of growth for Immunic,” stated Ms. Skerjanec. “His extensive experience
in biotech and achievements throughout his career as a CEO, chair and member of the board, as well as his MS experience in the launch
and growth of Avonex® during his time at Biogen are all highly relevant as we advance vidofludimus calcium toward potential regulatory
approval and commercial readiness.”
“I am excited to join Immunic at such a
pivotal time, ahead of the readout of the phase 3 ENSURE trials of vidofludimus calcium in relapsing MS and the planned phase 3 development
program in primary progressive MS,” stated Mr. Bonney. “Designed to combine neuroprotective, anti-inflammatory and anti-viral
effects, vidofludimus calcium offers a potential differentiated profile within the MS treatment landscape. I look forward to working closely
with the entire Board and management team to support Immunic’s upcoming milestones and its broader regulatory and commercial strategy.”
“On behalf of the entire Immunic team, I
would like to thank Simona for her strong leadership as Interim Chairperson and her continued role as a member of our Board, going forward,”
added Daniel Vitt, Ph.D., Chief Executive Officer of Immunic. “Mike’s proven abilities in executive leadership at Cubist,
combined with his success in helping to make Avonex® a blockbuster therapy for MS, are attributes that will be invaluable to Immunic
in the months and years to come. We look forward to leveraging all of Mike’s experience as we plan to transition toward becoming
a fully integrated commercial-stage company.”
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 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; changes to the leadership of the board of
directors; new appointments to Immunic’s board of directors; and the executive and board structure of 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 macroeconomics 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
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