{"url_path":"/sec/imux/8-k/2026-05-19/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Principal Officers;","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1280776/0001193805-26-000645-index.html","accession_number":"0001193805-26-000645","cik":"0001280776","ticker":"IMUX","issuer_name":"IMMUNIC, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1280776/0001193805-26-000645-index.html","primary_entity_key":"0001280776","primary_entity_name":"IMMUNIC, INC."},"word_count":719,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Principal Officers;\nElection of Directors; Appointment of Principal Officers.\n\n** **\n\n**Appointment of Michael W. Bonney as Chair of the\nBoard**\n\n* *\n\nOn May 16, 2026 (the “Effective Date”), the\nboard of directors (the “Board”) of Immunic, Inc., a Delaware corporation (the “Company”) appointed Michael W.\nBonney as Chair of the Board, effective immediately.\n\n \n\nMr. Bonney, age 67, has\nserved as chair of the board of directors of Autolus Therapeutics plc since April 2024. He has also served as chair of the board of\ndirectors of Santa Ana Bio, Inc. since September 2025 and as the chair of the board of directors of Dunad Therapeutics LTD since\n2023. He previously served as a director of Alnylam Pharmaceuticals, Inc. from December 2014 to December 2025; as chair of Alnylam\nfrom December 2015 to August 2021 and as the company’s executive chair from August 2021 to January 2023. Mr. Bonney previously\nserved as the chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August\n2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief\nExecutive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from\nJanuary to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist\nPharmaceuticals, Inc., or Cubist, a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc.\n(“Merck”)), from June 2003 until his retirement in December 2014, coinciding with Cubist’s acquisition by Merck\nfor $9.5 billion. From 2016 to 2021, Mr. Bonney owned and managed a solo advisory practice where he advised first time CEOs. Mr.\nBonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc. and as a director of Bristol-Myers\nSquibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc., X-Biotix\nTherapeutics, Inc., and Sarepta Therapeutics, Inc. Mr. Bonney holds a B.A. in economics from Bates College. We believe that Mr.\nBonney is qualified to serve on our Board, and as Chair of the Board, due to his significant experience serving in executive and\nboard leadership positions at a wide variety of biotechnology companies.\n\n \n\nIn connection with his appointment as a director, Mr. Bonney\nreceived an inaugural grant of options to purchase up to a total of 100,000 shares of the Company’s common stock, effective May\n16, 2026, which vest on a monthly basis over a three year period. The foregoing options have an exercise price per share equal to the\nclosing price of the Company’s common stock on The Nasdaq Stock Market on May 15, 2026 (the “Award”). The Award is subject\nto the approval by the Company’s shareholders of an increase to the number of shares reserved for issuance under the Company’s\n2019 Omnibus Equity Incentive Plan. Mr. Bonney will also receive cash compensation for his service on the Board in accordance with the\nCompany’s non-employee director compensation policy, as described in the Company’s most recent proxy statement, as may be\nadjusted from time to time as set forth in the Company’s filings and reports made with the Securities and Exchange Commission.\n\n \n\nThere is no relationship or agreement between Mr.\nBonney and any other person pursuant to which he was appointed as a director of the Company and there is no family relationship between\nMr. Bonney and any of the Company’s directors or executive officers. The Company is not aware of any transaction involving Mr. Bonney\nwhich would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act, other than as set forth in this\nCurrent Report on Form 8-K. The Company will enter into a customary indemnity agreement with Mr. Bonney, consistent with the form filed\nas 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\n31, 2025.\n\n \n\nIn connection with Mr. Bonney’s appointment\nas Chair of the Board, Simona Skerjanec, who has been serving as Interim Chairperson since February 2026, will transition from Interim\nChairperson 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."}