Item 8.01. Other Events
Press Release
On September 5, 2019, the Company issued a press release regarding
the results of a pre-planned interim dosing analysis relating to IMU-838, one of its development programs, as part of its ongoing
phase 2 study in patients with moderate-to-severe ulcerative colitis. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Dr. Andreas Muehler Agreements
On September 4, 2019, Immunic AG entered into an amendment to
the Service Agreement (as amended, the “Amended Muehler Agreement”), dated August 22, 2016, between Immunic
AG and Dr. Andreas Muehler, the Company’s Chief Medical Officer. Pursuant to the Amended Muehler Agreement, Dr. Muehler will
continue to serve on the management board of Immunic AG until August 31, 2021. Dr. Muehler will receive an annual salary of EUR
140,000, to be paid in 12 monthly installments, and a yearly bonus of EUR 42,000 upon achievement of certain targets.
Dr. Muehler is also entitled to severance of one year’s
salary and a bonus upon (i) the conclusion of his term of service under the Amended Muehler Agreement, as such term may be amended
or extended, or (ii) the termination of his service before August 31, 2020, in each case provided that such non-extension or termination
is not due to serious cause.
On September 4, 2019, Dr. Muehler also entered into a separate
employment agreement (the “Muehler Employment Agreement”) with the Company. The Muehler Employment Agreement
provides that Dr. Muehler will continue to serve as Chief Medical Officer until August 31, 2021, and will dedicate approximately
40% of his time to the affairs of the Company and approximately 60% of his time to the affairs of Immunic AG. The Muehler Employment
Agreement provides for an annual salary of $180,000 USD and an annual bonus of at least 18% of annual base salary upon achievement
of certain targets. Dr. Muehler will also receive an inaugural equity award of an option to purchase 40,000 shares of Company common
stock. Dr. Muehler is also eligible for reimbursement for certain expenses, and customary insurance and benefits programs of the
Company.
If Dr. Muehler’s employment is terminated by the Company
without Cause or by him for Good Reason (each as defined in the Muehler 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 summaries do not purport to be complete and are
qualified in their entirety by reference to the Amended Muehler Agreement and the Muehler Employment Agreement, which are filed
as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Dr. Hella Kohlhof Agreement
On September 4, 2019, Immunic AG entered into an amendment to
the Service Agreement (as amended, the “Amended Kohlhof Agreement”), dated September 29, 2016, between Immunic
AG and Dr. Hella Kohlhof, the Company’s Chief Scientific Officer. Pursuant to the Amended Kohlhof Agreement, Dr. Kohlhof
will continue to serve on the management board of Immunic AG until August 31, 2021. Dr. Kohlhof will receive an annual salary of
EUR 200,000, to be paid in 12 monthly installments, and a yearly bonus of EUR 50,000 upon achievement of certain targets.
Dr. Kohlhof is also entitled to severance of one year’s
salary and a bonus upon (i) the conclusion of her term of service under the Amended Kohlhof Agreement, as such term may be amended
or extended, or (ii) the termination of her service before August 31, 2020, in each case provided that such non-extension or termination
is not due to serious cause.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Amended Kohlhof Agreement, which is filed as Exhibit 99.4 to this Current Report
on Form 8-K and is incorporated herein by reference.