Immunic Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 14, 2026, Immunic, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on one proposal, which is described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 2, 2026 (the “Proxy Statement”). Of the 130,464,825 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding as of the record date, 70,622,667 shares, or approximately 54.1%, were present or represented by proxy at the Special Meeting. The following is a brief description of the matter voted upon, and the certified results, including the number of votes cast for and against the matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to the matter, if applicable. The description of the matter voted upon is qualified in its entirety by reference to the respective description of such matter in the Proxy Statement.
Proposal 1. A proposal to authorize the board of directors of the Company (the “Board”), in its discretion but prior to the one-year anniversary of the date on which the proposal is approved by the Company’s stockholders at the Special Meeting, to amend the Company’s certificate of incorporation, as amended and restated (the “Charter”), to effect a reverse stock split (the “Reverse Stock Split”) of all of the outstanding shares of the Common Stock, at a ratio in the range of 1-for-10 to 1-for-30, with such ratio to be determined by the Board. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 57,404,749 | 12,594,555 | 623,363 |
Item 8.01 Other Events.
In connection with the result of the Special Meeting, the Board approved a reverse stock split of the Company’s issued and outstanding Common Stock, at a ratio of 1-for-10 shares, expected to effective at 12:01 a.m. Eastern Time on April 27, 2026 (the “Reverse Stock Split” and the shares of Common Stock following the Reverse Stock Split, the “New Common Stock”).
The Company expects that the New Common Stock will begin trading on the Nasdaq Capital Market on the post-split basis under the Company’s existing trading symbol, “IMUX,” when the market opens on April 27, 2026. The new CUSIP identifier for the New Common Stock will be 4525EP200.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the timing of the Reverse Stock Split and the time at which the New Common Stock will begin trading on the Nasdaq Capital Market. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks associated with market conditions; risks associated with the Company’s cash needs; and risks and uncertainties associated with the Company’s business and finances in general; and other risks and uncertainties set forth from time to time in the Company’s filings with the Commission. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.
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.
| Immunic, Inc. | |||
| Date: | April 14, 2026 | By: | /s/ Daniel Vitt |
| Daniel Vitt Chief Executive Officer | |||