Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Whaley Glenn

(Last)

(First)

(Middle)

1200 AVENUE OF THE AMERICAS, SUITE 200

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNIC, INC. [ IMUX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$7.37⁽¹⁾	03/04/2024		D			15,000	⁽¹⁾	12/01/2029	Common Stock	15,000	⁽¹⁾	0	D
Stock Option	$8.84⁽¹⁾	03/04/2024		D			15,000	⁽¹⁾	04/29/2030	Common Stock	15,000	⁽¹⁾	0	D
Stock Option	$12.3⁽¹⁾	03/04/2024		D			30,000	⁽¹⁾	07/01/2030	Common Stock	30,000	⁽¹⁾	0	D
Stock Option	$15.72⁽¹⁾	03/04/2024		D			40,000	⁽¹⁾	03/01/2031	Common Stock	40,000	⁽¹⁾	0	D
Stock Option	$10.73⁽¹⁾	03/04/2024		D			70,000	⁽¹⁾	01/03/2032	Common Stock	70,000	⁽¹⁾	0	D
Stock Option	$10.88⁽¹⁾	03/04/2024		D			40,000	⁽¹⁾	03/10/2032	Common Stock	40,000	⁽¹⁾	0	D
Stock Option	$3.4⁽¹⁾	03/04/2024		D			10,000	⁽¹⁾	06/15/2032	Common Stock	10,000	⁽¹⁾	0	D
Stock Option	$1.72⁽¹⁾	03/04/2024		A		220,000		⁽¹⁾	⁽¹⁾	Common Stock	220,000	⁽¹⁾	220,000	D

Explanation of Responses:

1. On March 4, 2024, the stockholders of Immunic, Inc. approved a proposal to reduce the exercise price of all employee stock options having an exercise price above $3.00 per share (the "Eligible Options") to the greater of $1.72 and 110% of the closing price on a future repricing date to be set by the Board of Directors. The Board of Directors then determined that the exercise price of all Eligible Options will be repriced to $1.72 per share, which is greater than 110% of the closing price of the Common Stock on March 4, 2024, the repricing date set by the Board of Directors. Accordingly, this Form 4 reflects the cancellation of each Eligible Option and the reissuance of all Eligible Options at an exercise price of $1.72 per share. Following the repricing, each Eligible Option retains its respective original vesting schedule and expiration date.

	/s/ Glenn Whaley	03/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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