Immunic Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2026, Immunic, Inc., a Delaware corporation (the “Company”), announced the appointment of Jon Congleton as a member of the board of directors (the “Board”) of the Company, effective as of March 27, 2026. As a Class II director, Mr. Congleton’s term lasts until the Company’s 2028 annual meeting of stockholders (the “Annual Meeting”). Mr. Congleton will also act as Chair of the Compensation Committee of the Board.
Mr. Congleton, age 62, has served as President and Chief Executive Officer and as a member of the board of directors of Mineralys Therapeutics, Inc. (“Mineralys”) since November 2020. Prior to joining Mineralys, Mr. Congleton was the Chief Executive Officer of Impel NeuroPharma, Inc. from September 2017 to May 2020. Prior to that, he served as the Chief Executive Officer and as a director of Nivalis Therapeutics, Inc. from January 2015 to February 2017. Mr. Congleton was previously at Teva Pharmaceutical Industries Ltd. (Teva), where for over 18 years, he held positions in general management and global strategic marketing, including Senior Vice President of Teva’s Global Central Nervous System Disorders from April 2013 to December 2014, Senior Vice President of the Global Medicine Group from November 2011 to April 2013, and General Manager of Teva Neuroscience, Inc. in the United States. Prior to joining Teva, Mr. Congleton spent ten years in a variety of commercial roles with predecessor companies of Sanofi. Mr. Congleton earned a B.S. in marketing from Kansas State University.
In connection with his appointment as a director, Mr. Congleton received an inaugural grant of options to purchase up to a total of 500,000 shares of the Company’s common stock, effective March 27, 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 March 27, 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. Congleton 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.
Mr. Congleton and the Company entered into the Company’s standard form of indemnification agreement for directors and executive officers, the form of which has been incorporated by reference in the Company’s most recent annual report on Form 10-K.
Mr. Congleton is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Congleton and any other persons pursuant to which he was selected as a director of the Company.
Effective on March 27, 2026, the Board determined that in connection with Mr. Congleton’s appointment to the Board, the size of the Board will be increased from eight to nine directors.
Item 7.01 Regulation FD Disclosure.
On March 31, 2026, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the appointment of Mr. Congleton. 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 No. | Description of Exhibit |
| 99.1 | Press release, dated March 31, 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: March 31, 2026 | Immunic, Inc. | |
| By: | /s/ Daniel Vitt | |
| Daniel Vitt | ||
| Chief Executive Officer | ||