{"url_path":"/sec/imux/8-k/2026-08-11/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":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1280776/0001193805-26-001071-index.html","accession_number":"0001193805-26-001071","cik":"0001280776","ticker":"IMUX","issuer_name":"IMMUNIC, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1280776/0001193805-26-001071-index.html","primary_entity_key":"0001280776","primary_entity_name":"IMMUNIC, INC."},"word_count":1372,"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 Director*\n\n* *\n\nOn August 6, 2026, the board\nof directors (the “Board”) of the Company appointed Elena Ridloff as a member of the Board, effective immediately. As a Class\nI director, Ms. Ridloff’s term lasts until the Company’s 2027 annual meeting of stockholders, and until her successor is duly\nelected and qualified, or until her earlier death, resignation or removal.\n\n \n\n**Elena Ridloff, CFA**,\nage 46, has served as a member of the board of directors of Kymera Therapeutics, Inc. since March 2021. Ms. Ridloff has served as the\nChief Financial Officer of Sionna Therapeutics, Inc., a publicly traded life sciences company, since September 2021. Ms. Ridloff previously\nserved as the Executive Vice President and Chief Financial Officer of ACADIA Pharmaceuticals Inc., or ACADIA, a publicly traded pharmaceutical\ncompany. Ms. Ridloff joined ACADIA in April 2018 as Senior Vice President, Investor Relations, where she led investor and financial communications\nactivities, and served as ACADIA’s Chief Financial Officer from October 2018 to September 2021. Before ACADIA, Ms. Ridloff held\nvarious roles at Alexion Pharmaceuticals, Inc., or Alexion, including Executive Director, Investor Relations from April 2014 to January\n2016, and Vice President, Investor Relations from January 2016 to March 2018. Prior to joining Alexion, Ms. Ridloff served as the Chief\nExecutive Officer and Managing Member of BIOVISIO, an independent consulting firm providing strategic, financial and investor relations\ncounsel to the life sciences industry, from January 2012 to April 2014. Ms. Ridloff also spent over a decade as an institutional investor\nand from July 2005 to January 2012 served as Managing Director at Maverick Capital, a hedge fund, where she was responsible for investments\nin the biotechnology, pharmaceutical, medical device and life science sectors. From September 2020 until its acquisition by Concentra\nBiosciences, LLC in June 2025, Ms. Ridloff served on the board of directors of Kronos Bio, Inc. Ms. Ridloff earned her B.A. in history\nand sociology of science from the University of Pennsylvania and is a Chartered Financial Analyst. We believe Ms. Ridloff is qualified\nto serve on our board of directors due to her financial and accounting expertise and her experience in the finance and life sciences industries.\n\n \n\nIn connection with her appointment\nas a director, Ms. Ridloff received an inaugural grant of options to purchase up to a total of 50,740 shares of the Company’s common\nstock, effective August 6, 2026, which vest on a monthly basis over a three year period. The foregoing options have an exercise price\nper share equal to the closing price of the Company’s common stock on The Nasdaq Stock Market on August 6, 2026 (the “Award”).\nMs. Ridloff will also receive cash compensation for her service on the Board in accordance with the Company’s non-employee director\ncompensation policy, as described in the Company’s most recent proxy statement, as may be adjusted from time to time as set forth\nin the Company’s filings and reports made with the Securities and Exchange Commission.\n\n \n\nThere is no relationship or\nagreement between Ms. Ridloff and any other person pursuant to which she was appointed as a director of the Company and there is no family\nrelationship between Ms. Ridloff and any of the Company’s directors or executive officers. The Company is not aware of any transaction\ninvolving Ms. Ridloff which would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act, other than\nas set forth in this Current Report on Form 8-K.\n\n \n\nMs. Ridloff and the Company\nwill enter into a customary indemnity agreement, substantially in the form filed as Exhibit 10.7 of the Company’s Annual Report\non Form 10-K for the year ended December 31, 2025, filed with the Commission on February 26, 2026.\n\n \n\n*Resignation of Dr. Daniel Vitt*\n\n* *\n\nOn August 6, 2026, Daniel Vitt,\nresigned as a member of the Board. The resignation of Dr. Vitt was not the result of any disagreement with the Company on any matter relating\nto the Company’s operations, policies, or practices. The Board is deeply grateful for Dr. Vitt’s service, dedication, and\ncontributions to the Company.\n\n \n\n \n\n  \n\n \n\nAs previously disclosed, on\nMay 22, 2026, Daniel Vitt, resigned as the Chief Executive Officer of the Company, effective June 1, 2026. Since June 1, 2026, Dr. Vitt\ncontinued to retain responsibility for scientific strategy and portfolio advancement and there were no changes to the Company’s\ncompensation arrangements with Dr. Vitt.\n\n \n\nOn August 7, 2026, the Company\nentered into a Separation Agreement (the “Separation Agreement”) with Dr. Vitt, pursuant to which Dr. Vitt’s employment\nwith the Company terminated on such date (the “Separation Date”). Pursuant to the Separation Agreement, Dr. Vitt agreed to\nserve as Chair of the Company’s Scientific Advisory Board (the “SAB”).\n\n \n\nIn addition, Dr. Vitt entered\ninto an agreement with Immunic AG, a wholly owned subsidiary of the Company (the “Company Subsidiary”), pursuant to which\nhe ceased to be a member of the Executive Board of the Company Subsidiary as of the Separation Date, and his service agreement with the\nCompany Subsidiary, dated December 18, 2023 (the “Service Agreement”), terminated without any ongoing obligations. From the\ndate of the Separation Agreement through the Separation Date, (a) the Company agreed to pay Dr. Vitt all accrued salary earned through\nthe Separation Date, subject to standard payroll deductions and withholdings, and (b) the Company Subsidiary agreed to pay Dr. Vitt all\naccrued salary earned under the Service Agreement through the Separation Date, subject to standard payroll deductions and withholdings,\nand the Company and the Company Subsidiary agreed to pay Dr. Vitt for all accrued and unused vacation days on the Company’s first\nregular payroll payday following the Separation Date.\n\n \n\nCommencing on the Separation Date,\nDr. Vitt began serving as a consultant to the Company Subsidiary for an initial period of twelve\n\n(12) months (the “Consulting\nPeriod”), in addition to serving as Chair of the SAB, providing consulting services on an as-needed basis for up to fifteen (15)\nhours per month, in exchange for a monthly retainer of €15,000. Dr. Vitt also agreed to non-competition and non- solicitation covenants\nthrough the Consulting Period and for six (6) months following the date he ceases to be a member of the SAB. In addition, the Company\nand the Company Subsidiary agreed to provide Dr. Vitt with severance benefits, subject to his timely execution and non-revocation of a\nrelease of claims in favor of the Company, including (i) a salary payment consisting of his base salary and the monthly installment of\nhis fixed annual salary under the Service Agreement, in each case for a period of sixteen and one-half (16.5) months following the Separation\nDate, of which the first twelve (12) installments (equal to $670,000 in the aggregate) will be paid in a lump sum on the first regular\npayroll payday following the Release Effective Date (as defined in the Separation Agreement) and the remaining four and one-half (4.5)\nmonths will be paid in five (5) monthly installments (the last at half pay) beginning on the first regular payroll payday following the\none-year anniversary of the Release Effective Date, (ii) an aggregate bonus payment of $276,375 (or the Euro equivalent), equal to seventy-five\npercent (75%) of his target bonus for fiscal year 2026, payable in a lump sum on or before the Company’s first regular payroll payday\nfollowing the Release Effective Date, and (iii) reimbursement from the Company Subsidiary for the monthly cost of obtaining healthcare\nin Germany, in an amount not to exceed €1,500 per month, for a period of eighteen (18) months following the Release Effective Date.\nAdditionally, 100% of Dr. Vitt’s outstanding equity awards vested as of the Separation Date, and Dr. Vitt will have three (3) years\nfollowing the Separation Date to exercise any vested equity awards. The Company also agreed to reimburse Dr. Vitt for legal fees incurred\nin connection with the negotiation of the Separation Agreement, up to a maximum of $20,000.\n\n \n\nThe foregoing description of\nthe Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation\nAgreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}