What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-31 · 387 added, 150 removed, 720 unchanged (43% of the section changed)

42 unchanged sentences

Consolidated Statements of Comprehensive Loss F- 5

Consolidated Statements of Stockholders’ Equity F- 7

Consolidated Statements of Stockholders’ Equity (Deficit) F- 6

Consolidated Statements of Cash Flows F- 7

6 unchanged sentences

Exhibit Title Form Exhibit Filing Date

1.1 Underwriting Agreement

8-K 1.1 May 30, 2025

3.1 Amended and Restated Certificate of Incorporation.

11 unchanged sentences

8-K 4.1 January 4, 2024

4.5 Form of Placement Agent Warrant

8-K 4.1 April 9, 2025

4.6 Form of Pre-funded Warrant

8-K 4.1 May 30, 2025

4.7 Form of Series A Warrant

8-K 4.2 May 30, 2025

4.8 Form of Series B Warrant

8-K 4.3 May 30, 2025

4.9 Form of Pre-funded Warrant

8-K 4.1 February 13, 2026

4.10 Form of Common Warrant

8-K 4.2 February 13, 2026

10.1+ Addendum No.

42 unchanged sentences

and Jason Tardio

10-Q 10.16 August 8, 2024

10.17 Employment agreement dated December 13, 2024, between Immunic, Inc.

8-K 10.1 December 18, 2024

10.18 Amended and Restated 2021 Employee Stock Purchase Plan

S-8 4.4 July 2, 2024

10.19 2019 Omnibus Equity Incentive Plan, as amended

8-K 10.1 June 4, 2025

10.20 Form of Placement Agency Agreement

8-K 10.1 April 9, 2025

10.21 Form of Securities Purchase Agreement

8-K 10.2 April 9, 2025

10.22 Employment Agreement, dated December 29, 2025, between Immunic, Inc.

Employment Agreement, dated December 29, 2025, between Immunic, Inc.

8-K 10.1 January 5, 2026

10.23 Employment Agreement, dated December 29, 2025, between Immunic, Inc.

Employment Agreement, dated December 29, 2025, between Immunic, Inc.

8-K 10.2 January 5, 2026

10.24 Addendum to Service Agreement, dated December 29, 2025, between Immunic AG and Dr.

8-K 10.3 January 5, 2026

10.25 Form of Securities Purchase Agreement, dated February 12, 2026 by and among Immunic, Inc.

and the purchasers named therein.

8-K 10.1 February 13, 2026

10.26 Form of Registration Rights Agreement, dated February 12, 2026 by and among Immunic, Inc.

and the holders named therein.

8-K 10.2 February 13, 2026

10.27 Form of Purchase and Sale Agreement, dated February 12, 2026 by and amongImmunic, Inc., the holders named therein, and BVF Partners, L.P.

Form of Purchase and Sale Agreement, dated February 12, 2026 by and among Immunic, Inc., the holders named therein, and BVF Partners, L.P.

8-K 10.3 February 13, 2026

19.1* Immunic, Inc.

Insider Trading Policy

10-K 19.1 February 22, 2024

21.1* List of subsidiaries of the Registrant

10 unchanged sentences

Clawback Policy.

10-K 97.1 February 22, 2024

101.INS* XBRL Instance Document

9 unchanged sentences

33-8238 and 34-47986, Final Rule:

Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.

Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

6 unchanged sentences

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Immunic, Inc.

(the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 of the consolidated financial statements, the Company has recurring losses from operations, expects to incur losses for the foreseeable future and needs additional working capital.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty.

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

8 unchanged sentences

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

2 unchanged sentences

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Baker Tilly US, LLP

We have served as the Company's auditor since 2019.

/s/ Baker Tilly US, LLP

Minneapolis, MN

March 31, 2025

February 26, 2026

We have served as the Company’s auditor since 2019.

IMMUNIC, INC.

8 unchanged sentences

Total assets $ 24,052 $ 40,868

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

8 unchanged sentences

Commitments and contingencies (note 9)

Stockholders’ equity:

Stockholders’ equity (deficit):

Preferred stock, $ 0.0001 par value;

1 unchanged sentence

Common stock, $ 0.0001 par value;

500,000,000 and 130,000,000 shares authorized as of December 31, 2024 and December 31, 2023, respectively, and 90,150,869 and 45,177,730 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

500,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively, and 120,382,625 and 90,150,869 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

Additional paid-in capital 599,241 525,611

1 unchanged sentence

Accumulated deficit ( 608,571 ) ( 511,399 )

Total stockholders’ equity 18,429 28,931

Total liabilities and stockholders’ equity $ 40,868 $ 54,299

Total stockholders’ equity (deficit) ( 6,673 ) 18,429

Total liabilities and stockholders’ equity (deficit) $ 24,052 $ 40,868

The accompanying notes are an integral part of these consolidated financial statements.

22 unchanged sentences

Net loss $ ( 97,172 ) $ ( 100,507 )

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation ( 1,561 ) 450

2 unchanged sentences

IMMUNIC, INC.

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity (Deficit)

(In thousands, except shares)

4 unchanged sentences

Stockholders’

Equity (Deficit)

Shares Amount

3 unchanged sentences

Stock-based compensation — — 8,527 — — 8,527

Shares issued from the exercise of pre-funded warrants 5,096,552 — 51 — — 51

Issuance of common stock and pre-funded warrants - January 2024 Financing, net of issuance costs of $4,037 44,751,286 4 52,360 — — 52,364

Conversion of tranche rights liability to equity — — 28,396 — — 28,396

Issuance of common stock - At The Market Sales Agreement net of issuance costs of $6 150,000 — 191 — — 191

657,012 — 853 — — 853

Shares issued in connection with the Company's employee stock purchase plan 71,853 — 77 — — 77

3 unchanged sentences

Stock-based compensation — — 8,054 — — 8,054

Issuance of common stock and pre-funded warrants - January 2024 Financing, net of issuance costs of $ 4,037

44,751,286 4 52,360 — — 52,364

Issuance of common stock - At The Market Sales Agreement net of issuance costs of $ 6

150,000 — 191 — — 191

Conversion of tranche rights liability to equity — — 28,396 — — 28,396

Issuance of pre-funded warrants - May 2025 Financing, net of issuance costs of $4,332 — — 60,661 — — 60,661

Exercise of pre-funded warrants May 2025 Offering 21,634,134 — — — — —

Issuance of common stock - April 2025 Offering, net of issuance costs of $367 5,666,667 1 4,733 — — 4,734

Exercise of pre-funded warrants from January 2024 financing 2,613,057 — — — — —

Shares issued in connection with the Company's employee stock purchase plan 317,898 — 182 — — 182

9 unchanged sentences

Depreciation and amortization 168 134

Non-cash lease expense 497 234

Stock-based compensation 8,863 8,527

5 unchanged sentences

Accounts payable 1,237 3,145

Operating lease liabilities ( 506 ) ( 257 )

Other liabilities ( 209 ) 416

2 unchanged sentences

Cash flows from investing activities:

Sales of Investments-other — 9,796

Purchases of property and equipment ( 161 ) ( 264 )

Net cash provided by (used in) investing activities ( 264 ) 9,462

Net cash used in investing activities ( 161 ) ( 264 )

Cash flows from financing activities:

2 unchanged sentences

Proceeds from shares issued in connection with the Company's employee stock purchase plan 182 77

Proceeds from the exercise of pre-funded warrants — 51

Proceeds from May 2025 Offering, net of issuance costs 60,661 —

Proceeds from April 2025 Offering, net of issuance costs 4,734 —

Net cash provided by financing activities 65,577 74,541

11 unchanged sentences

Immunic, Inc.

("Immunic" or the "Company") is a biotechnology company developing a clinical pipeline of selective oral immunology therapies focused on treating chronic inflammatory and autoimmune diseases.

("Immunic" or the "Company") is a late-stage biotechnology company pioneering the development of novel oral therapies for neurologic and gastrointestinal diseases.

The Company is headquartered in New York City with its main operations in Gräfelfing near Munich, Germany.

The Company had 91 employees as of March 1, 2025.

The Company had 92 employees as of February 1, 2026.

The Company is pursuing clinical development of orally administered, small molecule programs, each of which has unique features intended to directly address the unmet needs of patients with serious chronic inflammatory and autoimmune diseases.

These include the vidofludimus calcium (IMU-838) program, which is in Phase 3 and Phase 2 clinical development for patients with relapsing and progressive multiple sclerosis (“MS”), respectively, and which has shown therapeutic activity in Phase 2 clinical trials in patients suffering from relapsing-remitting MS ("RRMS"), progressive MS and moderate-to-severe ulcerative colitis (“UC”);

the IMU-856 program, which is targeted to regenerate bowel epithelium and restore intestinal barrier function, which could potentially be applicable in numerous gastrointestinal diseases, such as celiac disease, inflammatory bowel disease ("IBD"), Graft-versus-Host-Disease ("GvHD") and weight management;

and the IMU-381 program, which is a next generation molecule being developed to specifically address the needs of gastrointestinal diseases.

The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including the failure of its clinical trials to meet their endpoints, failure to obtain regulatory approval and needing additional funding to complete the development and commercialization of the Company's three development programs.

Going Concern and Liquidity and Financial Condition

These include the vidofludimus calcium (IMU-838) program, which is in Phase 3 clinical development for patients with relapsing multiple sclerosis (“RMS”), and which has shown therapeutic activity in Phase 2 clinical trials in patients suffering from relapsing-remitting multiple sclerosis ("RRMS"), progressive multiple sclerosis (”PMS”) and other diseases;

and the IMU-381 program, which comprises next-generation molecules in preclinical testing for neurologic, gastrointestinal and other autoimmune diseases leveraging our nuclear receptor-related 1 (“Nurr1”) platform.

The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including the failure of its clinical trials to meet their endpoints, failure to obtain regulatory approval and needing substantial additional funding to continue and potentially complete the development and commercialization of the Company's three development programs.

Liquidity and Financial Condition

Immunic has no products approved for commercial sale and has not generated any revenue from product sales.

4 unchanged sentences

Immunic expects that its operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of development programs.

From inception through December 31, 2024, Immunic has raised net cash of approximately $ 430.9 million from private and public offerings of preferred stock, common stock, pre-funded warrants and tranche rights.

As of December 31, 2024, the Company had cash and cash equivalents of approximately $ 35.7 million.With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these consolidated financial statements without raising additional capital, but such actions are not solely within the control of the Company.

If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

From inception through December 31, 2025, the Company raised net cash of approximately $ 496.3 million from private and public offerings of preferred stock, common stock, pre-funded warrants and tranche rights.

As of December 31, 2025, we had cash and cash equivalents of approximately $ 15.5 million.On February 17, 2026, we announced the closing of a private placement with net cash proceeds of approximately $ 187.0 million (See Note 12 "Subsequent Events").

With these funds we expect to be able to fund our operations beyond twelve months from the date of the issuance of the accompanying consolidated financial statements.

Basis of Presentation and Consolidation

7 unchanged sentences

GAAP requires the Company to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements.

The most significant estimates in the Company’s financial statements and accompanying notes relate to stock-based compensation and the valuation of the tranche rights.

The most significant estimates in the Company’s consolidated financial statements and accompanying notes relate to the valuation of tranche rights.

Management believes its estimates to be reasonable under the circumstances.

11 unchanged sentences

Gains and losses from translation of the financial statements into U.S.

dollars are recorded in stockholders’ equity as a component of accumulated other comprehensive income (loss).

dollars are recorded in stockholders’ equity (deficit) as a component of accumulated other comprehensive income (loss).

Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as general and administrative expenses in the Consolidated Statements of Operations.

1 unchanged sentence

The Consolidated Statements of Cash Flows were prepared by using the average exchange rate in effect during the reporting period which reasonably approximates the timing of the cash flows.

Cash and Cash Equivalents and Investments- other

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

21 unchanged sentences

Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.

The Company had no Level 3 assets or liabilities for the periods presented.

The Company did have tranche rights that were at level 3 during the first quarter of 2024.

The Company had no Level 3 assets for the periods presented.

The Company did have tranche rights that were at level 3 during the first quarter of 2024 and Stock Appreciation Rights liability during the third and fourth quarter of 2025.

The carrying value of cash and cash equivalents, other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximates fair value due to the short period of time to maturity.

8 unchanged sentences

Research and Development Expenses

These costs primarily include external development expenses and internal personnel expenses for its development programs, vidofludimus calcium and IMU-856.

These costs primarily include external development expenses and internal personnel expenses for its development programs, vidofludimus calcium, IMU-856 and IMU-381.

Immunic has spent the majority of its research and development resources on vidofludimus calcium, the Company's lead development program, for clinical trials in MS and UC.

Research and development expenses consist of expenses incurred in research and development activities, which include clinical trials, contract research services, certain milestone payments, salaries and related employee benefits, allocated facility costs and other outsourced services.

Research and development expenses consist of expenses incurred in research and development activities, which include clinical trials, contract research services, certain milestone payments, salaries and related employee benefits including stock -based compensation, allocated facility costs and other outsourced services.

Research and development expenses are charged to operations as incurred.

12 unchanged sentences

ASU 2018-18, clarifies that certain elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606.

Daiichi Sankyo Agreement

In October 2018, the Company entered into an option and license agreement (the "Daiichi Sankyo Agreement") with Daiichi Sankyo Co., Ltd.

7 unchanged sentences

In connection with the option exercise, the Company paid a one-time upfront licensing fee to Daiichi Sankyo.

Under the Daiichi

Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856.

Under the Daiichi Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856.

Ludwig-Maximilians-University Agreements

Effective June 30, 2025 and November 11, 2025, Immunic AG entered into licensing agreements with the Ludwig-Maximilians-University, located in Germany, for an exclusive license to develop, manufacture and commercialize products derived for a series of new molecules for treating neuroinflammatory diseases.

Under the agreement, the Ludwig-Maximilians-University is entitled to receive future development, regulatory and sales milestone payments related to these molecules, none of which have been earned as of December 31, 2025.

Government assistance

2 unchanged sentences

We also receive government assistance from the German Government for reimbursement of research and development expenses up to 3.5 million Euros per year.

Based on the uncertainty of government approval, the Company does not record government assistance until approval is obtained.

We recognized $ 4.8 million and $ 0.7 million of other income related to research activities performed during the years ended December 31, 2025 and 2024, respectively.

2 unchanged sentences

Other general and administrative expenses include, but are not limited to, stock-based compensation, insurance costs, professional fees for legal, accounting and tax services, consulting, related facility costs and travel.

Stock-Based Compensation

Share-Based Compensation

Stock Options

The Company measures the cost of employee and non-employee services received in exchange for equity awards based on the grant-date fair value of the award recognized generally as an expense (i) on a straight-line basis over the requisite service period for those awards whose vesting is based upon a service condition, and (ii) on an accelerated method for awards whose vesting is based upon a performance condition, but only to the extent it is probable that the performance condition will be met.

1 unchanged sentence

Forfeitures are recorded in the period in which they occur.

The Company estimates the fair value of stock options using the Black-Scholes-Merton option-pricing model ("BSM"), which requires the use of estimates and subjective assumptions, including the risk-free interest rate, the fair value of the underlying common stock, the expected dividend yield of the Company’s common stock, the expected volatility of the price of the Company’s common stock, and the expected term of the option.

The Company estimates the fair value of stock options using the Black-Scholes-Merton option-pricing model ("BSM"), which requires the use of estimates and subjective assumptions, including the risk-free interest rate, the expected dividend yield of the Company’s common stock, the expected volatility of the price of the Company’s common stock, and the expected term of the option.

These estimates involve inherent uncertainties and the application of management’s judgment.

If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.

Stock Appreciation Rights ("SARs")

The Company may issue SARs to its employees in exchange for services.

The Company estimates the fair value of SARs using a Monte Carlo simulation, which requires the use of estimates and subjective assumptions, including the risk-free interest rate, the probability of a corporate transaction, the expected dividend yield of the Company's common stock, the expected volatility of the price of the Company's common stock, and the expected term of the SARs.

These estimates involve inherent uncertainties and the application of management's judgment.

If factors change and different assumptions are used, the Company's stock-based compensation expense could be materially different in the future.

If SARs meet the requirements to be classified as a liability, the Company measures the SARs at each reporting date at their fair value and recognizes expense based on the latest fair value for the percentage the requisite service period that has been provided for each vesting condition contained within the SAR award, which may relate to service, market and performance conditions depending on the terms of the award.

Issuance of Common Stock

The Company issues new shares of stock upon the exercise of stock options, SARs and warrants.

The Company leases office space and office equipment.

3 unchanged sentences

At inception of a lease agreement, the Company determines whether an agreement represents a lease and at commencement each lease agreement is assessed as to classification as an operating or financing lease.

The Company's leases have been classified as operating leases and an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s balance sheet.

The Company's leases have been classified as operating leases and an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s consolidated balance sheet for leases that have terms greater than 12 months.

A right-of-use lease asset represents the Company’s right to use the underlying asset for the lease term and the lease obligation represents its commitment to make the lease payments arising from the lease.

7 unchanged sentences

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources.

Accumulated other comprehensive income (loss) has been reflected as a separate component of stockholders’ equity in the accompanying Consolidated Balance Sheets and consists of foreign currency translation adjustments.

Accumulated other comprehensive income (loss) has been reflected as a separate component of stockholders’ equity (deficit) in the accompanying Consolidated Balance Sheets and consists of foreign currency translation adjustments.

The Company is subject to corporate income tax laws and regulations in the U.S., Germany and Australia.

Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment in their application.

The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the audited consolidated financial statements.

Deferred income tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

5 unchanged sentences

The Company is subject to U.S.

federal, New York, California, Texas, German and Australian income taxes.

federal, New York, California, Massachusetts, North Carolina, Texas, German and Australian income taxes.

The Company is subject to U.S.

federal or state income tax examination by tax authorities for tax returns filed for the years 2003 and forward due to the carryforward of NOLs.

Tax years 2019 through 2023 are subject to audit by German and Australian tax authorities.

The Company is not currently under examination by any tax jurisdictions.

Tax years 2019 through 2025 are subject to audit

by German and Australian tax authorities.

The Company is currently under examination by German tax authorities for its Immunic AG and Immunic GmbH subsidiaries for the years ended December 31, 2021-2023.

Warrants and Tranche Rights

4 unchanged sentences

If financial instruments do not require liability classification under ASC 815-40, the instrument is classified in permanent equity.

Equity-classified financial instruments are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Equity-classified financial instruments are accounted for based on allocated proceeds on the issuance date with no subsequent measurement after the issuance date.

Net Loss Per Share

2 unchanged sentences

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

The weighted average shares outstanding calculation for basic and diluted earnings per share for the twelve months ended December 31, 2025 includes 8,580,151 pre-funded warrants from the January 2024 Financing and 65,031,667 pre-funded warrants from the May 2025 Offering that remain unexercised as of December 31, 2025.

The weighted average shares outstanding calculation for basic and diluted earnings per share for the year ended December 31, 2024 includes 11,193,564 pre-funded warrants that remain unexercised as of December 31, 2024.

2 unchanged sentences

Options to purchase common stock 25,728,497 16,136,045

Recently Adopted Accounting Standards

During the year ended December 31, 2024, the Company adopted ASU 2023-07 which requires public companies with a single reportable segment to meet all existing disclosure requirements of Topic 280 and additional disclosures.

Single reportable segment entities must now provide qualitative disclosures about factors used to identify reportable segments and types of products and services, as well as quantitative disclosures of profit or loss measures and significant expense categories.

Retrospective application is required to all periods in financial statements unless impracticable, in which case companies must disclose this fact and the reasons why.

Future Accounting Standards

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Placement agent warrants 283,334 —

Series A Warrants 10,666,667 —

Series B Warrants 86,666,667 —

123,345,165 16,136,045

Recently Issued and/or Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction.

The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted.

The standard will be adopted for the annual period starting January 1, 2025.

The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information.

This guidance requires disclosure of specific categories in the effective tax rate reconciliation and additional information on reconciling items meeting a quantitative threshold.

In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes.

It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) are equal to or greater than 5 percent of total income taxes paid (net of refunds received).

The amended guidance is effective for annual periods beginning after December 15, 2024.

We adopted this guide prospectively for the annual period ending December 31, 2025.

For additional information, see “Note 8 — Income Taxes.”

In November 2024, the the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures to improve the disclosures about a public entity’s expenses and provide more detailed information about the types of expenses in commonly presented expense captions such as inventory purchases, employee compensation, depreciation and intangible asset amortization.

The disclosure requirements may be applied prospectively for the current year or retrospectively for all prior periods presented in the financial statements during the year of adoption.

The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within

fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

Balance Sheet Details

4 unchanged sentences

Australian research and development tax incentive — 37

Research grant — 1,104

Research grant receivable 3,789 —

Other 1,200 1,109

16 unchanged sentences

Lease liabilities $ 470 $ 740

SARs liability 809 —

Other 556 676

2 unchanged sentences

The Company leases certain office space under non-cancelable operating leases.

The leases terminate on July 31, 2026 for the New York City office, December 31, 2025 for the Gräfelfing, Germany office and November 30, 2028 for the research laboratory in Planegg, Germany.

The New York City office lease terminates on July 31, 2026, the lease for the research laboratory in Planegg, Germany terminates on November 30, 2028.

The lease term has expired for the Gräfelfing, Germany office, however, the Company is currently operating on a one-year monthly rolling lease and the Company needs to provide one-years notice to terminate the lease.

Renewal options were not included in calculating the right of use asset and liabilities for this facility.

These agreements include both lease (e.g., fixed rent) and non-lease components (e.g., common-area and other maintenance costs).

2 unchanged sentences

The New York City lease has a renewal option, but this was not included in calculating the right of use asset and liabilities.

On April 7, 2020, the Company signed a five year lease for its facility in Gräfelfing, Germany.

On March 1, 2021 and August 1, 2022 the Company added additional lease space at the Gräfelfing, Germany office.

The lease term has expired, however, the Company is currently operating on a one-year monthly rolling lease and the Company needs to provide one-years notice to terminate the lease.

Renewal options were not included in calculating the right of use asset and liabilities for this facility.

In February 2023, the Company leased space in Germany for a research laboratory.

2 unchanged sentences

There were net additions of $ 448,000 related to the extension of the New York City lease and Gräfelfing offices during the year ended December 31, 2024.

There were net additions of $ 544,000 related to the addition of new laboratory space in Planegg, Germany during the year ended December, 31 2023.

The leases do not provide an implicit rate and, due to the lack of a commercially salable product, the Company is generally considered unable to obtain commercial credit.

Therefore, the Company estimated its incremental interest rate to be 6 % for the original leases and 8 % for the New York City extension and German laboratory, considering the quoted rates for the lowest investment-grade debt and the interest rates implicit in recent financing leases.

Immunic used its estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments.

1 unchanged sentence

Variable lease costs consist primarily of common area maintenance costs, insurance and taxes which are paid based upon actual costs incurred by the lessor.

The non-cash lease expense for the years ended December 31, 2024 and 2023 was approximately $0.4 million and $0.7 million respectively.

Maturities of the operating lease obligation are as follows as of December 31, 2025 (in thousands):

33 unchanged sentences

December 31, 2024 $ —

The Company recorded a SARs liability of $ 0.8 million as of December 31, 2025 as a result of the grant of up to 35 million SARs (see note 7).

The fair value of the SARs liability was classified as Level 3 under the fair value hierarchy.

A rollforward of the fair value of the SARs liability is as follow (in thousands)

Fair value of SARs liability at December 31, 2024 $ —

Change in fair value of SARs liability 809

Fair value of SARs liability at December 31, 2025.

The Company utilized a Monte Carlo simulation model in conjunction with a Probability-Weighted Expected Return Model (“PWERM”) to estimate the fair value of the SARs liabilities.

This valuation model incorporates various assumptions, including stock price volatility, risk-free interest rate, corporate transaction probability and the expected term of the underlying equity instruments and SARs.

The following table summarizes the key assumptions used in estimating the fair value of the SARs at issuance and on December 31, 2025:

July 7, 2025 December 31, 2025

Expected term (years) 1.0-2.9 1.0-2.4

Risk-free interest rate 4.17%-4.38% 3.64%-4.11%

Stock price volatility 85%-115% 65%-115%

Probability (1) 50%-50% 50%-50%

Dividend rate — % — %

(1) Scenario probability was based on timing expectations of the Company that a corporate transaction occurring was estimated at 50 %;

and a corporate transaction not occurring at 50 %.

The carrying amounts of other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to their short-term nature.

6 unchanged sentences

The 2020 Shelf Registration Statement expired in November 2023.

In November 2023, we filed a shelf registration statement on Form S-3 (the "2023 Shelf Registration Statement").

In November 2023, the Company filed a shelf registration statement on Form S-3 (the "2023 Shelf Registration Statement").

The 2023 Shelf Registration Statement permits the offering, issuance and sale of up to $ 250.0 million of common stock, preferred stock, warrants, debt securities, and/or units in one or more offerings and in any combination of the foregoing.

This registration statement was declared effective on May 31, 2024.

Unsold securities from the expired 2020 shelf registration statement can continue to be sold under the 2023 Shelf Registration Statement resulting in a total S-3 shelf availability of $ 412.3 million as of December 31, 2024.

Unsold securities from the expired 2020 Shelf Registration Statement can continue to be sold under the 2023 Shelf Registration Statement.

As a result of the April 2025 Offering and May 2025 Offering, the total amount available under the 2023 Shelf Registration Statement was reduced by $ 70.1 million to $ 262.2 million as of December 31, 2025.

The Company can also use the unused amount of the available ATM as additional shelf availability.

As of December 31, 2025, $ 80.0 million in capacity remains under the May 2024 ATM.

In May 2024, we filed a Prospectus Supplement to the 2023 Shelf Registration Statement for the offering, issuance and sale of up to a maximum aggregate offering price of $ 80.0 million of common stock that may be issued and sold under an at-the-market sales agreement with Leerink Partners LLC as agent ("May 2024 ATM"), which rolls over the $ 80.0 million of unsold common stock from the May 2022 ATM.

1 unchanged sentence

The May 2024 ATM will terminate upon the earlier of (i) the issuance and sale of all of the shares through Leerink Partners LLC on the terms and subject to the conditions set forth in the May 2024 ATM or (ii) termination of the May 2024 ATM as otherwise permitted thereby.

The May 2024 ATM may be terminated at any time by either party upon ten days’ prior notice, or by Leerink Partners LLC at any time in certain circumstances, including the occurrence of a material adverse effect on us.

The May 2024 ATM may be terminated at any time by either party upon ten days’ prior notice, or by Leerink Partners LLC at any time in certain

circumstances, including the occurrence of a material adverse effect on us.

As of December 31, 2025, $ 80.0 million in capacity remains under the May 2024 ATM.

The Company has agreed to pay Leerink Partners LLC a commission equal to 3.0 % of the gross proceeds from the sales of common stock pursuant to the May 2024 ATM and has agreed to provide Leerink Partners LLC with customary indemnification and contribution rights.

The Company did not have any ATM activity during the twelve months ended December 31, 2025

For the year ended December 31, 2024, the Company raised gross proceeds of $ 0.2 million pursuant to the December 2020 ATM through the sale of 150,000 shares of common stock at a weighted average price of $ 1.31 per share.

The net proceeds from the December 2020 ATM were $ 0.2 million after deducting sales agent commissions of $ 6,000 .

For the year ended December 31, 2023, we raised gross proceeds of $ 0.9 million pursuant to the December 2020 ATM through the sale of 657,012 shares of common stock at a weighted average price of $ 1.34 per share.

The net proceeds from the December 2020 ATM were $ 0.9 million after deducting underwriter commissions of $ 26,000 .

Equity Offerings

April 2025 Offering

On April 9, 2025, we entered into a securities purchase agreement with certain institutional and accredited investors relating to the issuance and sale of an aggregate of 5,666,667 shares of our Common Stock (the “April 2025 Shares”).

The purchase price per share was $0.90 for aggregate gross proceeds of approximately $5.1 million.

The offer and sale of the shares is referred to herein as the “April 2025 Offering.” The April 2025 Offering closed on April 10, 2025.

In addition, on April 9, 2025, the Company entered into a placement agency agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), relating to the April 2025 Offering.

Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 6.0% of the gross proceeds from the April 2025 Offering raised from investors and to reimburse the Placement Agent for certain costs incurred in connection therewith.

Additionally, upon the closing of the April 2025 Offering, the Company agreed to issue to the Placement Agent, or its designees, warrants to purchase up to an aggregate of 283,334 shares of common stock, representing 5.0% of the shares sold in the April 2025 Offering (the “Placement Agent Warrants”).

The Placement Agent Warrants are exercisable, in whole or in part, for five years from the anniversary of the Placement Agency Agreement, at an initial exercise price per share of common stock of $1.125, which is equal to 125% of the price per share to investors in the April 2025 Offering.

The Placement Agent Warrants and the shares of common stock underlying the Placement Agent Warrants were offered pursuant to the exemptions from registration provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

The net proceeds to the Company from the April 2025 Offering, after deducting commissions and the Company’s offering expenses, was approximately $4.7 million.

The April 2025 shares were registered under the Securities Act, on the Company’s Registration Statement on Form S-3 (Registration No.

333-275717), previously filed with the SEC, and declared effective on May 31, 2024.

May 2025 Equity Offering

On May 28, 2025, we entered into an underwriting agreement (the “May 2025 Underwriting Agreement”) with Leerink Partners LLC, for the issuance and sale of (i) pre-funded warrants to purchase an aggregate of 86,666,667 shares of Common stock (the “May 2025 Pre-Funded Warrants”), (ii) accompanying series A warrants to purchase an aggregate of 86,666,667 shares of Common Stock (or Pre-Funded Warrants) (the “Series A Warrants”), and (iii) accompanying series B warrants to purchase an aggregate of 86,666,667 shares of Common Stock (or Pre-Funded Warrants) (the “Series B Warrants”) (the “May 2025 Offering”).

The price per May 2025 Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant was $0.7499.

Each Pre-Funded Warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in full.

The Series A Warrants are exercisable for one share of Common Stock at an exercise price of $0.75 per share.

All but 10,666,667 of the Series A Warrants expired on December 31, 2025.

The expiration date for the remaining 10,666,667 Series A Warrants was extended to February 28, 2026.

Each Series B Warrant is exercisable on the earlier of (i) October 1, 2025, (ii) the first day following any five trading days during which the volume weighted average price for the Common Stock of the Company during such five trading day period is $1.25 or greater (the “VWAP Target”), or (iii) immediately prior to the consummation of a Fundamental Transaction (as defined in the Series B Warrants) for one share of Common Stock at an exercise price of $0.75 per share and will expire five years from the date of issuance.

The holder of the Pre-Funded Warrants and Series B Warrants may also satisfy its obligation to pay the exercise price through a

“cashless exercise,” in which the holder receives the net value of such warrant in shares of Common Stock determined according to the formula set forth in the applicable warrant.

The aggregate proceeds from the May 2025 Offering were approximately $65 million before deducting underwriting discounts and commissions and offering expenses payable by the Company in connection with the May 2025 Offering.

On February 12, 2026, as part of the Royalty Purchase Agreement, 51,087,000 warrants were exchanged for the right to share a 5% royalty and 35,579,667 Series B warrants are still outstanding (see note 12 "Subsequent events").

The Company may receive up to an aggregate of approximately $27 million of additional gross proceeds if the remaining Series B Warrants are exercised in full for cash and up to $8.0 million gross proceeds if the remaining Series A Warrants are exercised for cash.

Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 6.0% of the gross proceeds from the May 2025 Offering raised from investors and to reimburse the Placement Agent for certain costs incurred in connection therewith.

The May 2025 Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No.

333-275717), as amended, previously filed with the SEC on November 22, 2023, and declared effective by the SEC on May 31, 2024, as supplemented by the preliminary prospectus supplement, dated May 28, 2025, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act, on May 30, 2025.

The closing of the May 2025 Offering took place on June 3, 2025.

Private Placement of up to $ 240 million (the "January 2024 Financing")

2 unchanged sentences

• The first tranche, which closed on January 8, 2024, resulted in the purchase by the Investors of an aggregate of $ 80 million of Common Stock (or pre-funded warrants) from the Company at a price of $ 1.43 per share;

• The second tranche is a conditional mandatory purchase by the Investors of an additional $ 80 million of Common Stock (or pre-funded warrants) from the Company at a price of $ 1.716 per share, equal to 120 % of the price paid in the first tranche and is subject to the satisfaction of three conditions:

◦ release by the Company of topline data from its Phase 2b clinical trial of vidofludimus calcium (IMU-838) in progressive multiple sclerosis, which data is currently expected in or around April 2025;

• The second tranche was a conditional mandatory purchase by the Investors of an additional $ 80 million of Common Stock (or pre-funded warrants) from the Company at a price of $ 1.716 per share, equal to 120 % of the price paid in the first tranche and is subject to the satisfaction of three conditions:

◦ release by the Company of topline data from its Phase 2b clinical trial of vidofludimus calcium (IMU-838) in progressive multiple sclerosis, which data was announced on April 30, 2025;

◦ the 10-day volume-weighted average price of the Common Stock is at least $ 8.00 per share during the 6 months following the data release;

◦ aggregate trading volume during the same 10-day period is at least $ 100 million.

• The third tranche must occur no later than three years after the second tranche and is conditioned on the same volume-weighted average share price and minimum trading volumes as the second tranche.

The third tranche provides for the issuance of $ 80 million of shares of common stock (or pre-funded warrants) at the same price per share as the second tranche, but permits investors to fund their purchase obligations on a “cashless” or net settlement basis, which would reduce the cash proceeds to be raised by the Company in the January 2024 Financing.

Any of the conditions in the second or third tranches can be waived by holders of a majority of the outstanding securities (including the lead investor).

The fair value methodology used by the Company assumed the conditions will be waived if the trading price of the stock exceeds the purchase price.

The January 2024 Financing resulted in gross proceeds to the Company of approximately $ 80 million in the first tranche, and an additional $ 80 million if and when the second tranche occurs.

If the second tranche is completed and conditions for the third tranche are satisfied or waived, the Company could receive up to an additional $ 80 million in the third tranche.

• The third tranche needed to occur no later than three years after the second tranche and was conditioned on the same volume-weighted average share price and minimum trading volumes as the second tranche.

The third tranche provided for the issuance of $ 80 million of shares of common stock (or pre-funded warrants) at the same price per share as the second tranche, but permits investors to fund their purchase obligations on a “cashless” or net settlement basis, which would reduce the cash proceeds to be raised by the Company in the January 2024 Financing.

The January 2024 Financing resulted in gross proceeds to the Company of approximately $ 80 million in the first tranche.

The second and third tranches of this financing were not exercised and expired on October 31, 2025.

As of the closing date of the transaction of January 8, 2024, the Company did not have enough authorized shares to be able to issue the potential shares for tranche 2 and tranche 3 (collectively referred to hereafter as "the tranche rights").

1 unchanged sentence

On March 4, 2024, the stockholders voted to increase the Company's authorized common stock from 130 million to 500 million shares.

As a result of the ability to issue shares in satisfaction of the tranche rights, the instrument was reclassified to stockholders' equity.

The Company allocated the transaction costs across the instruments on a relative fair value basis at the grant date.

As a result $ 4.0 million was netted against the equity proceeds and $ 1.7 million was recorded in other expense in the Consolidated Statements of Operations for year ended December 31, 2024.

As a result of the ability to issue shares in satisfaction of the tranche rights, the instrument was reclassified to stockholders' equity (deficit).

The Company allocated the transaction costs across the instruments on a relative fair value basis at the issuance date.

As a result $ 4.0 million was netted against the equity proceeds and $ 1.7 million was recorded in other expense in the Consolidated Statements of Operations for the twelve months ended December 31, 2024.

The Company registered for resale by the investors in the January 2024 Financing up to 55,944,850 shares of common stock issued (or issuable upon exercise of pre-funded warrants) in the first tranche.

The Company will not receive any proceeds from the sale of these shares of common stock.

The Company will not receive any proceeds

from the sale of these shares of common stock.

These shares are registered on a registration statement on Form S-3 (registration No.

4 unchanged sentences

Through December 31, 2025, no cash dividends had been declared or paid.

Transfer of Nasdaq Market Listing and Notice of Non-Compliance with Nasdaq Listing Rule 5450(a)(1)

On January 5, 2026, we were notified by the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that our application to transfer the listing of our Common Stock from the Nasdaq Global Select Market to the Nasdaq Capital Market had been approved (the “Approval”).

The common stock was transferred to the Nasdaq Capital Market at the opening of business on January 7, 2026.

The common stock will continue to trade under the symbol “IMUX.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Select Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements.

As previously disclosed, on June 27, 2025, we received a letter from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price per share for Common Stock had closed below $1.00 for the previous 30 consecutive business days (the “Bid Price Rule”).

We were given a 180-day grace period, until December 24, 2025, to regain compliance with the rule.

We had not regained compliance with the Bid Price Rule by December 24, 2025.

Therefore, we transferred the listing of our Common Stock from the Nasdaq Global Select Market to the Nasdaq Capital Market.

As a result of the Approval, we have been granted an additional 180-day grace period, or until June 22, 2026, to regain compliance with the Bid Price Rule.

To regain compliance with the Bid Price Rule and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Common Stock must be at least $1.00 for at least 10 consecutive business days on or prior to June 22, 2026.

If we fail to regain compliance during the additional compliance period, then Nasdaq will notify us of its determination to delist the Common Stock, at which point we would have an opportunity to appeal the delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”), but there can be no assurance that the Panel would grant our request for continued listing.

As a condition of the Approval imposed by Nasdaq Listing Rule 5810(c)(3)(a)(i), we notified Nasdaq that it would seek to implement a reverse stock split, if necessary, to regain compliance with the Bid Price Rule.

The Company filed a proxy statement to obtain shareholder approval for a reverse stock split on February 20, 2026.

Pre-funded Warrants

The Company issued 11,193,564 pre-funded warrants in connection with the January 2024 Financing, which all remain outstanding as of December 31, 2024.

The Company issued 11,193,564 pre-funded warrants in connection with the January 2024 Financing, 2,613,413 of which were exercised into 2,613,057 shares of common stock in the quarter ended June 30, 2025 and 8,580,151 of the pre-funded warrants remain outstanding as of December 31, 2025.

The Company issued 86,666,667 pre-funded warrants in connection with the May 2025 Offering, 21,635,000 of which were exercised into 21,634,134 shares of common stock in the quarter ended December 31, 2025 and 65,031,667 of pre-funded warrants were outstanding as of December 31, 2025.

Preferred Stock

5 unchanged sentences

2021 Employee stock purchase plan 610,260

Prefunded stock warrants 11,193,564

Shares reserved for the January 2024 Pre-funded stock warrants 8,580,151

Placement agent warrants 283,334

Outstanding stock options 25,728,497

Common shares reserved for tranche 2 rights 46,620,046

Maximum common shares reserved for tranche 3 rights 46,620,046

Shares reserved for the May 2025 Pre-funded warrants 65,031,667

Shares reserved for the May 2025 Series A warrants 10,666,667

Maximum shares reserved for the May 2025 Series B warrants 86,666,667

Common stock options available for future grant:

2017 Inducement Equity Incentive Plan 46,250

2019 Omnibus Equity Incentive Plan, as amended on June 28, 2023 3,313,784

2019 Omnibus Equity Incentive Plan 721,332

Total common shares reserved for future issuance 198,334,825

16 unchanged sentences

At the Company's Annual Stockholders meeting on June 28, 2023, stockholders voted to increase the allowable shares under the 2019 plan by 4,440,000 shares as well as to eliminate the evergreen provision.

On March 4, 2024, the stockholders voted at the Company's Special Meeting to increase the allowable shares under the 2019 plan by 9,100,000 .

The 2019 Plan (as amended on June 28, 2023 and March 4, 2024) is currently administered by the Board, or, at the discretion of the Board, by a committee of the Board, which determines the exercise prices, vesting schedules and other restrictions of awards under the 2019 Plan at its discretion.

On March 4, 2024, the stockholders voted at the Company's Special Meeting to increase the allowable shares under the 2019 plan by 9,100,000 shares.

On June 4, 2025, at the Company’s 2025 Annual Meeting of Stockholders, the Company’s stockholders approved a proposal to amend the terms of the 2019 Plan to, among other things, increase the allowable shares under the 2019 plan by 7,000,000 shares.

The 2019 Plan (as amended on June 28, 2023, March 4, 2024 and June 4, 2025) is currently administered by the Board, or, at the discretion of the Board, by a committee of the Board, which determines the exercise prices, vesting schedules and other restrictions of awards under the 2019 Plan at its discretion.

Options to purchase stock may not have an exercise price that is less than the fair market value of underlying shares on the date of grant, and may not have a term greater than ten years .

6 unchanged sentences

There were 3,317,596 stock options that were repriced to $ 1.72 per share.

The repricing will result in $ 1.2 million of stock compensation being recognized by the Company over the remaining term of the repriced grants and $ 1.1 million of this amount was recognized in the year ended December 31, 2024.

The repricing resulted in $ 1.2 million of stock based compensation being recognized by the Company over the remaining term of the repriced grants and $ 0.1 million and $ 1.1 million of this amount was recognized in the years ended December 31, 2025 and December 31, 2024, respectively.

Corporate Transaction Option Acceleration Plan

On February 4, 2025, the Company established a Corporate Transaction Option Acceleration Plan, pursuant to which in the case of a merger or consolidation of the Company with or into another corporation or a sale of substantially all of the stock of the Company each option award held by an eligible employee will become fully vested upon the occurrence of a Corporate Transaction.

Movements during the year

6 unchanged sentences

Exercised — $ —

Repricing modification — $ 9.55

Forfeited or expired ( 344,648 ) $ 3.49

Outstanding as of December 31, 2025 25,728,497 $ 1.21 8.30 $ —

Options vested and expected to vest as of December 31, 2024 16,136,045 $ 1.52 8.61 $ —

Options exercisable as of December 31, 2025 10,169,525 $ 1.53 7.24 $ —

5 unchanged sentences

Exercised — $ —

Repricing modification — $ 9.55

Forfeited or expired ( 405,693 ) $ 2.05

Outstanding as of December 31, 2024 16,136,045 $ 1.52 8.61 $ —

Options vested and expected to vest as of December 31, 2023 6,196,140 $ 7.15 8.14 $ 185,169

Options exercisable as of December 31, 2024 4,657,611 $ 2.03 7.00 $ —

7 unchanged sentences

Expected Volatility

Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company estimates expected volatility based on the historical volatility of its own stock combined with a group of comparable companies that are publicly traded.

The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards.

The Company estimates expected volatility based on the historical volatility of its own stock.

The historical volatility data was computed using the daily closing prices during the equivalent period of the calculated expected term of the stock-based awards.

Expected Term

6 unchanged sentences

Expected term of options (years) 5.9 6.0

As of December 31, 2025 there was $ 11.9 million in total unrecognized compensation expense relating to the 2019 Plan to be recognized over a weighted average period of 2.86 years.

Stock Appreciation Rights Plan

On July 7, 2025, the Board of Directors of Immunic, Inc.

authorized grants, of up to an aggregate of 35,000,000 stock appreciation rights (“SARs”) to the Company’s employees and executive officers.

The SARs are settleable in cash until such time in which the Company has sufficient number of shares of common stock to support settlement of the SARs with shares.

The Company intends to seek stockholder approval to increase the number of shares available under the Company's 2019 Omnibus Equity Incentive Plan.

The exercise price of each SAR is $ 0.765 , the closing price of the common stock on July 7, 2025.

The approximately 35,000,000 SARs granted consisted of five distinct tranches:

• Time Based SARs (TB SARs):

There were 5,000,000 TB SAR's issued which will be exercisable beginning August 1, 2026.

The number of TB SARs exercisable is fixed, and their exercisability is only subject to the time vesting condition.

The TB SARs vest on August 1, 2026 and expire ten years from the date of grant.

• SARs tied to the exercise of Series A Warrants (SA SARs):

The maximum number of SA SARs was capped at up to 10,000,000 , but the number of SARs exercisable is determined based on the percentage of Series A Warrants to be exercised out of a total of 86,666,667 shares of Series A Warrants issued.

As of December 31, 2025, 87.7 % of the SA SARs expired unexercised.

Vesting of SA SARs are subject to service and implied market conditions.

The SA SARs vest on August 1, 2026 and expire ten years from the date of grant.

• SARs tied to the exercise of Series B Warrants (SB SARs):

The maximum number of SB SARs is capped at up to 10,000,000 , but the number of SARs exercisable is determined based on the percentage of Series B Warrants to be exercised out of a total of 86,666,667 shares of Series B Warrants issued.

Vesting of SB SARs are subject to service

and implied market conditions.

The SB SARs vest on August 1, 2026 and expire ten years from the date of grant (see Note 12 "Subsequent Events").

• SARs tied to the issuance of Tranche Two Shares (T2 SARs):

The maximum number of T2 SARs was capped at up to 5,000,000 , but the number of SARs exercisable was determined based on the percentage of Tranche Two Shares issued out of a total of 46,620,046 shares.

Vesting of T2 SARs was subject to service, implied performance and market conditions.

These SARs will not be exercised as the second tranche from the January 4, 2024 Financing was not exercised by October 31, 2025.

• SARs tied to the issuance of Tranche Three Shares (T3 SARs):

The maximum number of T3 SARs was capped at up to 5,000,000 , but the number of SARs exercisable is determined based on the percentage of Tranche Three Shares issued out of a total of 46,620,046 shares.

Vesting of T3 SARs were subject to service, implied performance and market conditions.

These SARs will not be exercised as the third tranche from the January 4, 2024 Financing was not exercised by October 31, 2025.

The Company evaluates the classification of the awards for equity or liability treatment based on the terms of the agreement and contemplates whether adequate authorized shares exists to settle the exercise of the SARs with shares.

The SARs will be liability classified until the Company receives shareholder approval to increase the number of shares available for issuance under the Plan.

If approval is received, the Company will then control the settlement of the SARS in shares and will meet all other criteria to be classified as equity.

SARs are currently classified as liability awards and measured at fair value at each reporting date.

The Company’s SARs activity is as follows:

SARs grants Shares Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value

Balance at January 1, 2025 — $ —

SARs granted 34,998,367 $ 0.765

SARs forfeited or expired ( 18,768,299 ) $ 0.765

Balance at December 31, 2025 16,230,068 $ 0.765 9.48 $ —

Exercisable at December 31, 2025 — $ — — —

The December 31, 2025 fair value of the SARs is $ 0.155 per share for TB SARs, $ 0.155 per share for SA SARs, $ 0.211 per share for SB SARs, $ 0 for T2 SARs, and $ 0 for T3 SARs.

For the twelve months ended December 31, 2025, the Company recognized $ 0.8 million of compensation expenses and corresponding liability for the same amount for the SARs.

As of December 31, 2025, the unrecognized compensation expense is $ 2.3 million which is expected to be recognized over a weighted average period of 1.87 years.

The Company utilized a Monte Carlo simulation model in conjunction with a Probability-Weighted Expected Return Model (“PWERM”) to estimate the fair value of the SARs liabilities.

This valuation model incorporates various assumptions, including stock price volatility, risk-free interest rate, the probability of a corporate transaction, and the expected term of the underlying equity instruments and SARs.

The following table summarizes the key assumptions used in estimating the fair value of the SARs at issuance and on December 31, 2025:

July 7, 2025 December 31, 2025

Expected term (years) 1.0-2.9 1.0-2.4

Risk-free interest rate 4.17%-4.38% 3.64%-4.11%

Stock price volatility 85%-115% 65%-115%

Probability (1) 50%-50% 50%-50%

Dividend rate — % — %

(1) Scenario probability was based on timing expectations of the Company that a corporate transaction occurring was estimated at 50 %;

and a corporate transaction not occurring at 50 %.

Stock-Based Compensation Expense

Total stock-based compensation expense for all stock awards recognized in the accompanying audited consolidated statements of operations is as follows (in thousands):

Total stock-based compensation expense for all stock awards recognized in the accompanying consolidated statements of operations is as follows (in thousands):

Ended December 31,

2 unchanged sentences

Total $ 8,863 $ 8,527

As of December 31, 2024 there was $ 13.5 million in total unrecognized compensation expense relating to the 2019 Plan to be recognized over a weighted average period of 3.1 years.

Summary of Equity Incentive Plans Assumed from Vital

11 unchanged sentences

$ ( 97,172 ) $ ( 100,507 )

The rate reconciliation consists of the following:

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S federal income tax rate to net loss before income taxes after the adoption of ASU 2023-09 as follows:

Years Ended December 31,

Federal statutory rate $ ( 20,406 ) 21.0 %

State tax effect — 0.0 %

Foreign tax effect

Statutory tax rate differential ( 2,758 ) 2.8 %

Change in valuation allowance ( 4,230 ) 4.4 %

Rate changes 24,851 ( 25.6 ) %

Other ( 1,660 ) 1.7 %

Other foreign jurisdictions 6 0.0 %

Nontaxable or non-deductible items

Stock compensation 1,392 ( 1.4 ) %

Other 196 ( 0.2 ) %

Change in valuation allowance 2,609 ( 2.7 ) %

Effective tax rate $ — 0.0 %

As previously disclosed for the years ended December 31, 2024 prior to the adoption of ASU 2023-09, the following is a reconciliation of the difference between the effective income tax rate and federal statutory rate:

Federal statutory rate 21.0 %

Foreign rate differential 2.8 %

18 unchanged sentences

Foreign net operating loss carryforwards 90,643 90,020

Unrealized gain or loss — 1,784

Other, net 207 38

12 unchanged sentences

federal NOL carryforwards of $ 15.6 million were generated prior to 2018 and expire over 20 years beginning in 2023.

The $ 89.9 million of post 2017 federal NOL carryforwards do not expire.

The $ 100.4 million of post 2017 federal NOL carryforwards does not expire.

Sections 382 of the Internal Revenue Code of 1986 subject the future utilization of net operating losses, to an annual limitation in the event of certain ownership changes, as defined.

3 unchanged sentences

The Company is subject to U.S.

federal, New York, California, Texas, German and Australian income taxes.

federal, New York, California, Massachusetts, North Carolina, Texas, German and Australian income taxes.

The Company is subject to U.S.

1 unchanged sentence

Tax years 2019 through 2025 are subject to audit by German and Australian tax authorities.

The Company is not currently under examination by any tax jurisdictions.

The Company is currently under examination by German tax authorities for its Immunic AG and Immunic GMBH subsidiaries for the years ended 2021-2023.

Immunic, Inc.

4 unchanged sentences

Contractual Obligations

As of December 31, 2024, the Company has non-cancelable contractual obligations under certain agreements related to its development programs in vidofludimus calcium and IMU-856 totaling approximately $ 2.4 million, the majority of which is expected to be paid by the end of 2026.

As of December 31, 2025, the Company has non-cancelable contractual obligations under certain agreements related to its development programs in vidofludimus calcium and IMU-856 totaling approximately $ 2.8 million, all of which is expected to be paid by the end of 2026.

Other Commitments and Obligations

5 unchanged sentences

Under the Daiichi Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856.

Ludwig-Maximilians-University Agreements

Legal Proceedings

4 unchanged sentences

Executive Agreement with Duane Nash

On April 15, 2020, the compensation committee of the Board of Directors of the Company independently reviewed and approved entering into an employment agreement with the Executive Chairman of the Board, Duane Nash, MD, JD, MBA (the “Executive Chairman Agreement”) and pursuant to such approval, on April 17, 2020, the Company and Dr.

Nash entered into the Executive Chairman Agreement.

The Executive Chairman Agreement establishes an “at will” employment relationship.

On December 28, 2022, the Company and Dr.

Nash entered into Addendum No.

Four, which extended the term of employment from December 31, 2022 to December 31, 2023 with a base salary of $ 30,250 per month.

On October 17, 2023, Immunic, Inc.

Duane Nash entered into Addendum Number 5 to the Executive Chairman Agreement to extend the term of Dr.

Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2024.

In connection with Addendum Number 5, the Company increased Dr.

Nash’s monthly base salary to $ 32,368 from $ 30,250 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board).

On August 29, 2024, Immunic, Inc.

Duane Nash entered into Addendum Number 6 to the Executive Chairman Agreement to extend the term of Dr.

Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2025.

In connection with Addendum Number 6, the Company will increase Dr.

Nash’s monthly base salary in 2025 to $ 33,986 from $ 32,368 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board) All other terms of the Executive Chairman Agreement remain the same.

On December 29, 2025, in connection with Immunic, Inc.’s recent incorporation of Gliomic Therapeutics Inc., a Delaware corporation, and a wholly-owned subsidiary of the Company (“Gliomic”), Duane Nash, Executive Chairman of the Company, entered into an employment agreement (the “Nash Agreement”) with the Company, pursuant to which Dr.

Nash will serve as Chief Executive Officer and President of Gliomic, effective January 1, 2026.

The Nash Agreement provides for, among other things:

(i) a monthly base salary of $ 33,987 ;

(ii) entitlement to participate in all Company employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to other full-time employees;

and (iii) customary reimbursement for certain business- or employment-related expenses.

Certain compensation received by Dr.

Nash, whether in accordance with the Nash Agreement or otherwise, is subject to the Company’s clawback compensation policy (and any other similar policy as applicable).

The Nash Agreement also provides that upon Dr.

Nash’s termination of employment for any reason, Dr.

Nash shall be entitled to (i) a lump sum payment on the Date of Termination (as defined in the Nash Agreement) in an amount equal to the sum of Dr.

Nash’s earned but unpaid base salary through the Date of Termination;

(ii) COBRA reimbursement for six months;

and (iii) any other benefits or rights Dr.

Nash accrued or earned through the Date of Termination, in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company.

The Nash Agreement provides that Dr.

Nash will continue to serve as Chief Executive Officer and President of Gliomic until the Date of Termination.

During the Term of Employment (as defined in the Nash Agreement), the Company will not pay Dr.

Nash any additional cash retainer for serving on the Company’s board of directors (the “Board”) or for acting as the Chairman of the Board.

Upon termination of the Nash Agreement, Dr.

Nash shall be entitled to be paid the cash retainer

payable to outside directors on the Board of the Company and to the Chairman of the Board of Company for the period of time beginning from and after the Date of Termination and for so long as Dr.

Nash remains on the Board and serves as the Chairman of the Board.

On December 31, 2025, Dr.

Nash’s employment agreement with the Company, pursuant to which Dr.

Nash was appointed Executive Chairman of the Company, expired by its terms.

Segment disclosures

3 unchanged sentences

The life science segment consists of the development of clinical and preclinical product candidates for the development of the Company’s proprietary new therapies.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The Company’s chief operating decision maker (“CODM”) is the Company's Chief Executive Officer.

The accounting policies of the life science segment are the same as those described in the summary of significant accounting policies.

4 unchanged sentences

To date, the Company has not generated any product revenue.

The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31:

14 unchanged sentences

Net loss $ ( 97,172 ) $ ( 100,507 )

Subsequent Event

February 2026 Private Placement

Securities Purchase Agreement

On February 12, 2026, we into a securities purchase agreement (the “February Securities Purchase Agreement”) with certain accredited investors (the “February Investors”), pursuant to which we agreed to issue and sell, in a private placement (the

“February 2026 Offering”), pre-funded warrants (the “February 2026 Pre-Funded Warrants”, and the shares of Common Stock issuable upon exercise of the February 2026 Pre-Funded Warrants, the “February 2026 Pre-Funded Warrant Shares”) to purchase up to 0.0001 shares of Common Stock, with each February 2026 Pre-Funded Warrant accompanied by a warrant to purchase (i) a share of Common Stock or (ii) a pre-funded warrant to purchase a share of Common Stock (collectively, the “February 2026 Common Warrants” and together with the February 2026 Pre-Funded Warrants, the “February 2026 Warrants”, and the shares of Common Stock issuable upon exercise of the February 2026 Common Warrants, the “February 2026 Common Warrant Shares”, and together with the February 2026 Pre-Funded Warrant Shares, the “February 2026 Warrant Shares”).

The purchase price for each February 2026 Pre-Funded Warrant and accompanying February 2026 Common Warrant was $0.873120.

Each February 2026 Pre-Funded Warrant is immediately exercisable at a price of $0.0001 per share.

Each February 2026 Common Warrant is exercisable at a price $0.873220 per share (subject to adjustment as set forth therein) following the completion of the Reverse Stock Split (as defined below) until the earlier of (i) 30 trading days following the date of our initial public announcement of topline data from its Phase 3 ENSURE trials (for the avoidance of doubt, the later date of the initial public announcement of topline data from ENSURE-1 or ENSURE-2, if announced separately) (the “Topline Data Announcement”), (ii) immediately upon the exercise of the February 2026 Pre-Funded Warrants if such exercise of February 2026 Pre-Funded Warrants is prior to the Topline Data Announcement, provided that if the February 2026 Pre-Funded Warrant is not exercised in full, the February 2026 Common Warrant expires proportionally only to the extent the Pre-Funded Warrant is exercised, and (iii) February 17, 2031.

The Offering closed on February 17, 2026 (the “February 2026 Closing Date”).

The aggregate gross proceeds to the Company from the issuance and sale of the February 2026 Warrants was approximately $200 million, before deducting fees to be paid to the placement agents and financial advisors of the Company and other estimated offering expenses payable by the Company.

The aggregate exercise price of the February 2026 Warrants is approximately $200 million.

Leerink Partners LLC acted as lead placement agent for the Offering, Stifel, Guggenheim Securities, William Blair, LifeSci Capital, B.

Riley Securities and Brookline Capital Markets, a division of Arcadia Securities, LLC also acted as placement agents for the February 2026 Offering.

As compensation in connection with the February 2026 Offering, we agreed to pay the placement agents a fee equal to 6% of the aggregate gross proceeds received by us (i) upon the issuance of the February 2026 Warrants at closing and (ii) upon the cash exercise of the February 2026 Common Warrants.

We intend to use the net proceeds from the February 2026 Offering to fund our clinical trials and operations and for working capital and other general corporate purposes.

The securities issued in the February 2026 Offering have not been registered under the Securities Act, and until so registered the securities may not be offered or sold absent registration or availability of an applicable exemption from registration.

There is no established public trading market for the February 2026 Warrants, and we do not intend to list such securities on any national securities exchange or nationally recognized trading system.

In connection with the February 2026 Offering, we and each February 2026 Investor entered into a registration rights agreement simultaneously with the February 2026 Securities Purchase Agreement (the “February 2026 Registration Rights Agreement”).

Pursuant to the February 2026 Registration Rights Agreement, as promptly as reasonably practicable following the February 2026 Closing Date but, in any event, not later than 45 days thereafter (the “Filing Date”) we shall file a resale registration statement on Form S-3 (or Form S-1 if Form S-3 is not available) providing for the resale by the Investors of the Registrable Securities (as defined in the February 2026 Registration Rights Agreement) and to use reasonable best efforts to cause such resale registration statement to be declared effective by the staff of the Securities and Exchange Commission (the “SEC”) at the earliest possible date but no later than the earlier of (a) the 60th calendar day following the Filing Date if the SEC notifies us that it will review the registration statement and (b) the fifth business day after we are notified by the SEC that the registration statement will not be “reviewed” or will not be subject to further review or (ii) the fifth business day following the receipt of Reverse Split Stockholder Approval (as defined below) and the consummation of the Reverse Stock Split.

The February 2026 Securities Purchase Agreement and February 2026 Registration Rights Agreement contain certain representations and warranties, covenants and indemnities customary for similar transactions.

The representations, warranties and covenants contained in the February 2026 Securities Purchase Agreement and February 2026 Registration Rights Agreement were made solely for the benefit of the parties to the February 2026 Securities Purchase Agreement and February 2026 Registration Rights Agreement, respectively, and may be subject to limitations agreed upon by the contracting parties.

Special Meeting and Reverse Stock Split

The February 2026 Securities Purchase Agreement provides that no later than three days following the February 2026 Closing Date, we must file a preliminary proxy statement with the SEC for the purpose of receiving stockholder approval (“Reverse Split Stockholder Approval”) of an amendment to our certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding Common Stock, at a ratio of not less than 10:1 (the “Reverse Stock Split”).

The Company filed this proxy statement on February 20, 2026.

Royalty Purchase Agreement

As previously disclosed, on June 3, 2025, the Company issued series B common stock warrants to purchase up to an aggregate of 86,666,667 shares of Common Stock (or prefunded warrants to purchase shares of Common Stock) in an underwritten public offering (the “Series B Warrants”).

On February 12, 2026, the Company entered into a purchase and sale agreement (the “Royalty Purchase Agreement”) with certain Series B Warrant holders who had purchased a predetermined number of Series B Warrants (each a “Participating Series B Holder”) and BVF Partners, L.P.

(“BVF”), acting as royalty interest agent (the “Warrant Exchange”).

Pursuant to the Royalty Purchase Agreement, the Participating Series B Holders will exchange an aggregate of 51,087,000 Series B Warrants for a pro rata share of an aggregate 5% synthetic royalty on future sales of the Company’s vidofludimus calcium program in any country (the “Royalty Interests”).

The pro rata share for each Participating Series B Holder is equal to the number of Series B Warrants exchanged by such Participating Series B Holder divided by the number of Series B Warrants exchanged by all Participating Series B Holders (expressed as a percentage).

Royalty Interests will be due and payable quarterly by the Company to the Participating Series B Holders following the First Commercial Sale (as defined in the Royalty Purchase Agreement).

Pursuant to the Royalty Purchase Agreement, the Company has agreed to specified affirmative and negative covenants, including without limitation covenants regarding periodic reporting of information by the Company to the Participating Series B Holders, and audits of royalties paid under the Royalty Purchase Agreement.

The Royalty Purchase Agreement also contains representations and warranties, other covenants, indemnification obligations, and other provisions customary for transactions of this nature.

On the Closing Date, Series B Warrants to purchase up to an aggregate of 51,087,000 shares of Common Stock were surrendered by Participating Series B Holders and cancelled, and Series B Warrants to purchase up to an aggregate of 35,579,667 shares of Common Stock remain issued and outstanding.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Immunic, Inc.

March 31, 2025 By:

February 26, 2026 By:

/s/ DANIEL VITT

4 unchanged sentences

Signature Title Date

/s/ DANIEL VITT Director, Chief Executive Officer (principal executive officer) March 31, 2025

/s/ GLENN WHALEY Chief Financial Officer (principal financial officer and principal accounting officer) March 31, 2025

NASH Executive Chairman March 31, 2025

/s/ TAMAR HOWSON Director March 31, 2025

/s/ JOERG NEERMANN Director March 31, 2025

/s/ DANIEL VITT Director, Chief Executive Officer (principal executive officer) February 26, 2026

/s/ GLENN WHALEY Chief Financial Officer (principal financial officer and principal accounting officer) February 26, 2026

/s/ SIMONA SKERJANEC Chair of the Board of Directors February 26, 2026

Simona Skerjanec

NASH Director February 26, 2026

/s/ TAMAR HOWSON Director February 26, 2026

/s/ JOERG NEERMANN Director February 26, 2026

Joerg Neermann

/s/ RICHARD RUDICK Director March 31, 2025

/s/ RICHARD RUDICK Director February 26, 2026

Richard Rudick

/s/ BARCLAY A.

PHILLIPS Director March 31, 2025

/s/ SIMONA SKERJANEC Director March 31, 2025

Maria Tornsen

/s/ MARIA TORNSEN Director March 31, 2025

Maria Tornsen

PHILLIPS Director February 26, 2026

/s/ THORVALD NAGEL Director February 26, 2026

Thorvald Nagel

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures