Form 8-K

8-K — IMMUNIC, INC.

Accession: 0001193805-26-000437

Filed: 2026-04-10

Period: 2026-04-07

CIK: 0001280776

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — e665332_8k-immunic.htm (Primary)

EX-10.1 (e665332_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: e665332_8k-immunic.htm · Sequence: 1

false

0001280776

2026-04-07

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): April

7, 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 Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, Immunic, Inc. (the "Company")

entered into a Retention Bonus Agreement (the "Agreement") with Daniel Vitt, the Company's Chief Executive Officer. The Agreement

was entered into in connection with the Company's commencement of a search for a new Chief Executive Officer, and Mr. Vitt’s potential

transition to a “C-Suite” role that is focused on strengthening the Company’s scientific strategy and driving portfolio advancement after a new Chief

Executive Officer is hired.

Pursuant to the Agreement, subject to Mr. Vitt's

continued employment with the Company through the ninety-first (91st) day after a new Chief Executive Officer is hired by the Company

(the "Retention Date"), Mr. Vitt shall be entitled to receive a retention bonus equal to $670,000, less applicable withholdings

and payroll deductions (the "Retention Bonus"). The Retention Bonus will be paid in one lump sum on the first regularly scheduled

pay date after the Retention Date, subject to the terms and conditions of the Agreement.

If the Company terminates Mr. Vitt's employment

without "Cause" (as defined in his employment agreement with the Company dated as of January 1, 2026 (the "U.S. Employment

Agreement")) or Mr. Vitt resigns for "Good Reason" (as defined in the U.S. Employment Agreement) prior to the Retention

Date, the Company will pay the Retention Bonus within five (5) days of such termination or resignation, as applicable. If the Retention

Bonus is paid, the amount will be credited against any cash severance payment that would otherwise become due under the U.S. Employment

Agreement or the Service Agreement dated December 18, 2023, by and between Mr. Vitt and Immunic AG, as a result of any involuntary termination

of employment.

The Agreement also includes mutual non-disparagement

covenants between Mr. Vitt and the Company. The Agreement is governed by the laws of the State of New York.

The foregoing description of the Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit

10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description of Exhibit

10.1

Retention Bonus Agreement, dated as of April 7, 2026, by and between Daniel Vitt and Immunic, Inc.

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,

the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: April 10, 2026

Immunic, Inc.

By:

/s/ Daniel Vitt

Daniel Vitt

Chief Executive Officer

EX-10.1

Filename: e665332_ex10-1.htm · Sequence: 2

RETENTION BONUS AGREEMENT

This Retention Bonus Agreement

(this “Agreement”), dated as of April 7, 2026 (the “Effective Date”), is being entered into by

and between DANIEL VITT (the “Executive”) and IMMUNIC, INC., a Delaware corporation, (the “Company”)

(each a “Party,” and collectively, the “Parties”).

WHEREAS, the Executive

is currently employed by the Company as the Chief Executive Officer of the Company pursuant to an Employment Agreement dated January 1,

2026 between the Executive and the Company (the “US Employment Agreement”);

WHEREAS, the Executive

is also currently employed by the Immunic AG, the Company’s wholly owned subsidiary, pursuant to a Service Agreement dated December

18, 2023 (the “German Employment Agreement”);

WHEREAS, the Company

has commenced a search for a new Chief Executive Officer with deep commercial expertise in the multiple sclerosis space to lead the Company

through its next stage of growth and into commercialization;

WHEREAS, the continuing

efforts of the Executive are necessary to the successful performance of the ongoing operations of the Company and its subsidiaries while

the Company undertakes the search for a new CEO and the Company desires to retain the services of Executive through such transition;

WHEREAS, the Company

and the Executive also desire to engage in discussions regarding a transition of the Executive to a “C-Suite” role that is

focused on the Company’s scientific and medical operations after the new CEO is hired;

WHEREAS, as an inducement

for Executive to remain employed by the Company through the transition described above, the Executive shall be eligible to receive a retention

bonus pursuant to the terms and conditions described herein; and

WHEREAS, acknowledge

such retention bonus is not intended to predetermine the nature or structure of any future separation arrangements that may be entered

into by the Company and the Executive.

NOW, THEREFORE, in

consideration of the mutual promises made herein, the Parties hereby agree as follows:

1. Retention Bonus. Subject to the Executive’s continued employment with the Company through the ninety first (91st)

day after a new CEO is hired by the Company (the “Retention Date”), the Executive shall be entitled to receive a retention

bonus equal to $670,000 less applicable withholdings and payroll deductions (the “Retention Bonus”). Provided Executive

has fulfilled all conditions set forth in this Agreement, including, without limitation, continued employment with the Company through

the Retention Date, the Retention Bonus shall be paid in one lump sum on the first regularly scheduled pay date after the Retention Date.

The Company shall have the right to deduct from the Retention Bonus any applicable withholding taxes or other deductions required

by law to be withheld with respect to such payment and to take such action as may be necessary in the opinion of the Company to satisfy

all obligations for the payment of such taxes. If the Company terminates the Executive without Cause (as defined in the US Employment

Agreement) or the Executive resigns for Good Reason (as defined in the US Employment Agreement) prior to the Retention

Date, the Company will pay the Retention Bonus within five (5) days of such termination or resignation, as applicable. The Executive agrees

and acknowledges that if the Retention Bonus is paid to the Executive pursuant to Section 1, the amount of the Retention Bonus

will be credited against any cash severance payment that would otherwise become due under the US Employment Agreement or the German Employment

Agreement as a result of any involuntary or involuntary termination of employment.

Non-Disparagement Covenant. In consideration for the execution of this Agreement (a) the Executive agrees that he will not

make any disparaging or derogatory statements, whether oral or written, regarding the Company or its directors, officers, employees, or

agents and (b) the Company agrees that it will not make any disparaging or derogatory statements, whether oral or written, regarding the

Executive. Nothing in this Section 2 would be understood to prevent anyone from providing truthful testimony in any court or regulatory

proceeding or enforcing any obligations under any agreement between the Company and the Executive.

Employment Relationship. Nothing in this Agreement is intended to modify the employment relationship between the Company

or its subsidiaries and the Executive.

Arbitration. If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement

or any dispute or claim between the Executive and the Company or its officers, directors, agents, or employees (a “Dispute”),

then either party may require the matter to be settled by final and binding arbitration by sending written notice of such election to

the other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms

and conditions of this Section 4. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for

a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm

or to enforce the terms of the Confidentiality Agreement.

(a)

The Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association in

accordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having

jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, and specific performance giving effect

to the decision of the arbitrator may be ordered by any court of competent jurisdiction.

(b)

The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in New

York or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted pursuant

to the Employment Arbitration Rules of the AAA as in effect at the time of the arbitration hearing, such arbitration to be completed in

a sixty (60)-day period.

(c)

The decision of the arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the

decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award

rendered by the arbitrator may be entered by any competent court. Each party submits itself to the jurisdiction of any such court, but

only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder. The arbitrator shall have the

power to grant all legal and equitable remedies (including, without limitation, specific performance) and award compensatory and punitive

damages if authorized by applicable law. The parties shall bear their own costs in preparing for and participating in the resolution of

any Dispute pursuant to this Section 4, and the costs of the arbitrator(s) shall be equally divided between the parties.

(d)

Except as provided in the last sentence of Section 4(a), the provisions of this Section 4 shall be a complete defense

to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to

any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 4 shall pay

the costs of the other party, including, without limitation, reasonable attorney’s fees and defense costs.

Section 409A of the Code. The intent of the Parties is that payments and benefits under this Agreement comply with, or be

exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”)

and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent.

Miscellaneous

(a)

Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State

of New York without regard to the application of choice of law rules.

(b)

Entire Agreement. This Agreement contains the entire agreement between Executive and the Company with respect to the subject

matter hereof and supersedes all prior agreements, written or oral, with respect thereto; provided, however, that, nothing herein modifies,

supersedes, voids, or otherwise alters the US Employment Agreement or the German Law Agreement, each of which shall remain in full force

and effect.

(c)

Amendments; Assignment. No amendment or modification of the terms or conditions of this Agreement shall be valid unless

in writing and signed by the Parties. This Agreement is not assignable by any party.

(d)

Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law,

such provisions shall be construed, if possible, so as to be enforceable under applicable law, or such provisions shall be excluded from

this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in

accordance with its terms.

(e)

Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall constitute

an original, but all of which, when taken together, shall constitute one document. Transmission of signatures on this Agreement shall

be deemed to be original signatures and shall be acceptable to the Parties for all purposes. In addition, transmission by electronic mail

of a PDF document created from the originally signed document shall be acceptable to the Parties for all purposes.

Executive’s Acknowledgement. The Executive hereby acknowledges that the Executive has read and understands the provisions

of this Agreement, that the Executive has been given the opportunity for the Executive’s legal counsel to review this Agreement,

that the provisions of this Agreement are reasonable and that the Executive has received a copy of this Agreement.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the Parties

hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.

IMMUNIC, INC.

By:

/s/

Simona Skerjanec

Name:

Simona Skerjanec

Title:

Interim Chairperson

EXECUTIVE

/s/ Daniel Vitt

Daniel Vitt

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Apr. 07, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 07, 2026

Entity File Number

001-36201

Entity Registrant Name

IMMUNIC, INC.

Entity Central Index Key

0001280776

Entity Tax Identification Number

56-2358443

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1200 Avenue of the Americas

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Country

Entity Address, Postal Zip Code

10036

City Area Code

(332)

Local Phone Number

255-9818

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001

Trading Symbol

IMUX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

ISO 3166-1 alpha-2 country code.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCountry

Namespace Prefix:

dei_

Data Type:

dei:countryCodeItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration