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EX-99.1 - IMMUNIC, INC.e619269_ex99-1.htm

 

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): January 5, 2020

 

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: 49 89 250079460

 

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))

 

Title of each class Trading symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value 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 ý

 

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 ý No ¨

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On January 5, 2020, Immunic AG, under the terms of its existing option and license agreement (the “Agreement”) with Daiichi Sankyo Co., Ltd. (“Daiichi Sankyo”), exercised its option to obtain the exclusive worldwide right to commercialization of IMU-856. Among other things, the option exercise grants Immunic AG the rights to Daiichi Sankyo’s patent application related to IMU-856. In connection with the option exercise, Immunic, Inc. will pay a one-time upfront licensing fee to Daiichi Sankyo. Under the Agreement, Daiichi Sankyo is also eligible to receive certain future development, approval and sales milestone payments, as well as royalties related to IMU-856.

 

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 8.01 - Other Events.

 

On January 8, 2020, the Company posted an updated corporate presentation on its website. A copy of the presentation is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

     

Exhibit No.

 

Description of Exhibit

   
10.1+   Option and License Agreement, dated September 27, 2018, between Immunic AG and Daiichi Sankyo Company, Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with Securities and Exchange Commission on July 17, 2019)
99.1   Presentation, dated January 2020

 

+ Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

 

 

 

 

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: January 8, 2020 Immunic, Inc.
     
  By: 

/s/ Daniel Vitt

    Daniel Vitt
    Chief Executive Officer