事件日期：2026年5月16日

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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