Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 15, 2019, the board of directors of Immunic, Inc. (the
“Company”) elected Sanjay S. Patel, 43, to serve as Chief Financial Officer of the Company. In connection therewith
and on the same date, Tamara A. Seymour resigned as Interim Chief Financial Officer of the Company. During a transition period,
Ms. Seymour will remain with the Company as an employee with the duties of Principal Financial Officer, after which she will serve
in a consulting role.
From 2014 to 2016, Mr. Patel served as Chief Financial Officer
of Pernix Therapeutics Holdings, Inc., a holding company that owned several specialty pharmaceutical subsidiaries, during which
time Mr. Patel assumed responsibility for mergers and acquisitions, business development, corporate finance, investor relations,
finance/accounting and information technology. From 2009 to 2014, Mr. Patel was Managing Director, Healthcare Investment Banking
at Cantor Fitzgerald, where he focused on the specialty pharmaceutical, biotechnology and molecular diagnostics sectors. From 2008
to 2009, Mr. Patel worked with the William J. Clinton Foundation as Manager, Global Malaria Program, Drug Access Team. From 2007
to 2008, Mr. Patel was Vice President, Global Healthcare Investment Banking at Cowen and Company, where he worked primarily on
mergers and acquisitions and financing alternatives for companies in the specialty pharmaceutical and life-science tools industries.
Mr. Patel’s entry into investment banking began in 1998 at UBS Warburg, where he served for three years as Associate Director,
Global Healthcare Group. Mr. Patel holds a CFA (Chartered Financial Analyst) designation from the CFA Institute and a Bachelor
of Science in Biology from McGill University.
On July 15, 2019, the Company entered into
an employment agreement with Mr. Patel (the “Patel Employment Agreement”). Pursuant to the Patel Employment Agreement,
Mr. Patel will receive a base annual salary of $330,000, a signing bonus of $30,000, and an award of options to purchase 79,891
shares of Company common stock. Mr. Patel is also eligible each year for a target bonus of at least 35% of his base salary, reimbursement
for certain expenses, and customary insurance and benefits programs of the Company. The initial term of the Patel Employment Agreement
lasts until December 31, 2021, and automatically extends for successive two-year terms, unless either party provides six months’
notice of nonrenewal.
If Mr. Patel’s employment is terminated
by the Company without Cause or by him for Good Reason (each as defined in the Patel Employment Agreement), he is entitled to (i)
twelve months’ base salary, (ii) any accrued but unpaid annual bonus for the fiscal year ended prior to termination, and
(iii) reimbursement of certain COBRA premiums. Additionally, all of his outstanding equity awards will vest and become exercisable.
The preceding summary does not purport to
be complete and is qualified in its entirety by reference to the Patel Employment Agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 16, 2019, the Company
held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 9,986,399 and
there were present at the Meeting, in person or by proxy, 9,941,176 shares, which constituted a quorum for the Meeting. At
the Meeting, the stockholders voted:
(1) to elect Dr. Jörg Neermann
as a director for a three year term expiring at the 2022 annual meeting of stockholders;
(2) to ratify the selection of
Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm, for the fiscal year ending
December 31, 2019;
(3) to approve the amendment
and restatement of the Company’s Amended and Restated Certificate of Incorporation; and
(4) to approve the Company’s
2019 Employee Stock Purchase Plan.
The final results of the stockholders votes
at the Meeting are set forth below:
Proposal 1: Election of Director
|
FOR
|
|
WITHHELD
|
|
BROKER NON-VOTES
|
|
8,894,539
|
|
|
3,163
|
|
|
593,474
|
|
Proposal 2: Ratification of Appointment of Baker Tilly as
Independent Registered Public Accounting Firm
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
9,468,177
|
|
10,532
|
|
12,467
|
|
0
|
Proposal 3: Amendment and Restatement of Amended and Restated
Certificate of Incorporation
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
8,895,422
|
|
1,377
|
|
903
|
|
593,474
|
Proposal 4: Approval of 2019 Omnibus Plan
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER NON-VOTES
|
|
8,838,403
|
|
57,800
|
|
1,499
|
|
593,474
|