IMMUNIC, INC. 8-K

What Happened

• Immunic, Inc. (IMUX) announced on May 22, 2026 (Effective Date) the appointment of Erik Lundgren as Chief Executive Officer, with employment beginning June 1, 2026. Daniel Vitt resigned as CEO effective June 1, 2026 but will remain on the Board and retain responsibility for scientific strategy and portfolio advancement. The company furnished a press release on May 27, 2026.

Key Details

• Base salary and bonus: Lundgren will receive an annual base salary of $685,000 and is eligible for a yearly bonus of not less than 60% of base salary. For 2026 the company will pay the 60% bonus in full (no proration) in six monthly installments of at least $68,500 each.
• One-time and milestone bonuses: Company agreed to pay Lundgren $250,000 within one month of the Effective Date (via a separate letter) and an additional $200,000 if the Phase 3 relapsing MS trial meets primary goals and Lundgren remains employed through March 31, 2027.
• Equity grant: Compensation Committee approved an inducement option to purchase 1,000,000 shares under the 2026 Inducement Plan. Vesting: 25% at 1 year, remaining 75% monthly over 36 months. Exercise price equals the closing price on the grant approval date.
• Severance and change-of-control protection: If terminated without cause or for “Good Reason” outside a change-of-control period, Lundgren would receive: accrued pay, 12 months base salary plus 100% of target bonus (or 34 months’ base if terminated due to a Clinical Trial Failure Event on/ before 3/31/2027), full acceleration of unvested equity (exercisable 12 months), and COBRA premium reimbursement for 12 months. If termination occurs in a change-of-control period (or certain 60‑day lookback scenarios), severance becomes 18 months base + 150% of target bonus, full equity acceleration (exercisable 18 months), and COBRA for 18 months. Receipt of severance is conditioned on signing a release.

Why It Matters

• Executive leadership change: A new CEO with extensive commercial and product‑launch experience (Genentech/Roche background) could influence Immunic’s commercial strategy and preparations for potential regulatory submissions and product launches.
• Compensation and incentives: The pay package ties significant cash and equity incentives to company performance and clinical milestones (notably the Phase 3 relapsing MS trial), which aligns the CEO’s rewards with key corporate objectives but also increases near-term cash obligations and equity dilution potential.
• Shareholder considerations: The inducement grant of 1,000,000 options and robust severance/change‑in‑control protections are material governance items investors should note when assessing executive alignment, potential dilution, and corporate cost exposure.