IMMUNIC, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) of the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Principal Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Management's Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (b) that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (c) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2025, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this evaluation, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the three months ended December 31, 2025, none of our directors or officers adopted, made certain modifications or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable 83 PART III Item 10. Directors, Executive Officers and Corporate Governance. Information required by this item will be contained in our definitive proxy statement (the “Definitive Proxy Statement”), to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2025, under the headings “Election of Directors,” “Board of Directors and Corporate Governance,” “Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by reference. We have a written Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and our principal accounting officer and every other director, officer and employee of Immunic. The Code of Business Conduct and Ethics is available on our Internet website at www.imux.com. A copy of the Code of Business Conduct and Ethics will be provided free of charge by making a written request and mailing it to our corporate headquarters offices to the attention of the Investor Relations Department. If any amendment to, or a waiver from, a provision of the Code of Business Conduct and Ethics that applies to the principal executive officer, principal financial officer and principal accounting officer is made, such information will be posted on our Internet website within four business days at www.imux.com. Item 11. Executive Compensation. Information required by this item will be found in our Definitive Proxy Statement under the heading "Executive Compensation" and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information required by this item will be found in our Definitive Proxy Statement under the heading "Security Ownership" and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information required by this item will be found in our Definitive Proxy Statement under the headings "Board of Directors and Corporate Governance" and "Related Person Transactions" and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. Information required by this item will be found in our Definitive Proxy Statement under the heading "Ratification of Appointment of Independent Registered Public Accounting Firm" and is incorporated herein by reference. 84 PART IV Item 15. Exhibits, Financial Statement Schedules. Page 1. Financial Statements . We have filed the following documents as part of this Annual Report: Report of Baker Tilly US, LLP, Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Comprehensive Loss F- 5 Consolidated Statements of Stockholders’ Equity (Deficit) F- 6 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 8 2. Financial Statement Schedules. None. 3. Exhibits. The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission. 85 EXHIBITS Incorporated by Reference Exhibit Number 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. 8-K 3.1 July 17, 2019 3.2 Third Amended and Restated Bylaws. 8-K 3.1 July 17, 2019 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunic, Inc. 8-K 3.1 March 8, 2024 4.1 2019 Omnibus Equity Incentive Plan, as amended , S-8 4.2 August 21, 2023 4.2+ Amended and Restated 2021 Employee Stock Purchase Plan. S-8 10.3 July 28, 2021 4.3* Description of Registrant’s Securities 4.4 Form of Pre-Funded Warrant 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. 6, dated August 29, 2024, to Employment Agreement, dated April 17, 2020, between Immunic, Inc. and Duane Nash. 8-K 10.1 September 3, 2024 10.2+ Employment Agreement, dated December 18, 2023, between Immunic, Inc. and Dr. Andreas Muehler. 8-K 10.3 December 18, 2023 10.3 F ifth Addendum, dated December 18, 2023, to Service Agreement between Immunic AG and Dr. Daniel Vitt. 8-K 10.1 December 18, 2023 10.4 Fifth Addendum, dated December 18, 2023, to Service Agreement between Immunic AG and Dr. Andreas Muehler. 8-K 10.2 December 18, 2023 10.5 Fifth Addendum, dated December 18, 2023, to Service Agreement between Immunic AG and Dr. Hella Kohlhof. 8-K 10.4 December 18, 2023 10.6 Securities Purchase Agreement, dated January 4, 2024, by and among the Company and the Investors. 8-K 10.1 January 4, 2024 10.7 Form of Indemnification Agreement. 8-K 10.4 July 17, 2019 10.8 Service Agreement, dated August 22, 2016, between Immunic AG and Dr. Andreas Muehler. 10-K 10.5 February 23, 2023 10.9 Service Agreement, dated September 29, 2016, between Immunic AG and Daniel Vitt. 10-K 10.6 February 23, 2023 10.10+ Employment Agreement between Dr. Daniel Vitt and Immunic AG. 8-K 10.5 July 17, 2019 10.11+ Employment Agreement, dated September 4, 2019, between Immunic, Inc. and Dr. Andreas Muehler. 8-K 99.3 September 5, 2019 10.12+ Employment Agreement dated April 17, 2020, between Immunic, Inc. and Duane Nash. 8-K 10.2 April 20, 2020 10.13+ Employment Agreement, dated June 10, 2021 between Immunic, Inc. and Dr. Andreas Muehler 8-K 10.3 June 10, 2021 10.14+ Employment Agreement, dated June 10, 2021 between Immunic, Inc. and Glenn Whaley 8-K 10.4 June 10, 2021 10.15+ Employment Agreement, dated October 14, 2021, between Immunic, Inc. and Patrick Walsh 8-K 10.1 October 14, 2021 10.16+ Employee Agreement, dated July 9, 2024, between Immunic, Inc. and Jason Tardio 10-Q 10.16 August 8, 2024 86 10.17 Employment agreement dated December 13, 2024, between Immunic, Inc. and Dr. Daniel Vitt 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. and Dr. Duane Nash. Employment Agreement, dated December 29, 2025, between Immunic, Inc. and Dr. Duane Nash. 8-K 10.1 January 5, 2026 10.23 Employment Agreement, dated December 29, 2025, between Immunic, Inc. and Dr. Daniel Vitt. Employment Agreement, dated December 29, 2025, between Immunic, Inc. and Dr. Daniel Vitt. 8-K 10.2 January 5, 2026 10.24 Addendum to Service Agreement, dated December 29, 2025, between Immunic AG and Dr. Daniel Vitt. 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 23.1* Consent of Baker Tilly U.S. LLP, Independent Registered Public Accounting Firm. 24.1 Power of Attorney (included on the signature page). 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97* Immunic, Inc. Clawback Policy. 10-K 97.1 February 22, 2024 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* XBRL Taxonomy Extension Definition Linkbase Database. 101.LAB* XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File 87 + Indicates a management contract or compensatory plan or arrangement. * Filed herewith ** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 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-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. Item 16. Form 10-K Summary None. 88 IMMUNIC, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Baker Tilly US LLP, Independent Registered Public Accounting Firm (PCAOB ID 23 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Comprehensive Loss F-5 Consolidated Statements of Stockholders’ Equity (Deficit) F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Immunic, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Immunic, Inc. (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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. 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 to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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. /s/ Baker Tilly US, LLP Minneapolis, MN February 26, 2026 We have served as the Company’s auditor since 2019. F- 2 IMMUNIC, INC. Consolidated Balance Sheets (In thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 15,483 $ 35,668 Prepaid expenses and other current assets 7,386 3,664 Total current assets 22,869 39,332 Property and equipment, net 608 545 Right of use asset, net 575 991 Total assets $ 24,052 $ 40,868 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 10,138 $ 7,846 Accrued expenses 18,645 12,913 Other current liabilities 1,835 1,416 Total current liabilities 30,618 22,175 Long-term liabilities: Operating lease liabilities 107 264 Total long-term liabilities 107 264 Total liabilities 30,725 22,439 Commitments and contingencies (note 9) Stockholders’ equity (deficit): Preferred stock, $ 0.0001 par value; 20,000,000 authorized and no shares issued or outstanding at December 31, 2025 and 2024 — — Common stock, $ 0.0001 par value; 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. 9 8 Additional paid-in capital 599,241 525,611 Accumulated other comprehensive income 2,648 4,209 Accumulated deficit ( 608,571 ) ( 511,399 ) 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. F- 3 IMMUNIC, INC. Consolidated Statements of Operations (In thousands, except share and per share amounts) Years Ended December 31, 2025 2024 Operating expenses: Research and development $ 81,983 $ 80,046 General and administrative 21,245 18,006 Total operating expenses 103,228 98,052 Loss from operations ( 103,228 ) ( 98,052 ) Other income (expense): Interest income 1,040 3,390 Change in fair value of the tranche rights — ( 4,796 ) Other income (expense), net 5,016 ( 1,049 ) Total other income (expense), net 6,056 ( 2,455 ) Net loss $ ( 97,172 ) $ ( 100,507 ) Net loss per share, basic and diluted $ ( 0.62 ) $ ( 1.00 ) Weighted-average common shares outstanding, basic and diluted 155,688,030 100,174,766 The accompanying notes are an integral part of these consolidated financial statements. F- 4 IMMUNIC, INC. Consolidated Statements of Comprehensive Loss (In thousands) Years Ended December 31, 2025 2024 Net loss $ ( 97,172 ) $ ( 100,507 ) Other comprehensive income (loss): Foreign currency translation ( 1,561 ) 450 Total comprehensive loss $ ( 98,733 ) $ ( 100,057 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 IMMUNIC, INC. Consolidated Statements of Stockholders’ Equity (Deficit) (In thousands, except shares) Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount Balance at December 31, 2023 45,177,730 $ 4 $ 436,060 $ 3,759 $ ( 410,892 ) $ 28,931 Net loss — — — — ( 100,507 ) ( 100,507 ) Foreign exchange translation adjustment — — — 450 — 450 Stock-based compensation — — 8,527 — — 8,527 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 Shares issued in connection with the Company's employee stock purchase plan 71,853 — 77 — — 77 Balance at December 31, 2024 90,150,869 8 $ 525,611 $ 4,209 $ ( 511,399 ) $ 18,429 Net loss — — — — ( 97,172 ) ( 97,172 ) Foreign exchange translation adjustment — — — ( 1,561 ) — ( 1,561 ) Stock-based compensation — — 8,054 — — 8,054 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 Balance at December 31, 2025 120,382,625 9 $ 599,241 $ 2,648 $ ( 608,571 ) $ ( 6,673 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 IMMUNIC, INC. Consolidated Statements of Cash Flows (In thousands) Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 97,172 ) $ ( 100,507 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 168 134 Non-cash lease expense 497 234 Stock-based compensation 8,863 8,527 Change in fair value of tranche rights — 4,796 Fees expensed as part of January 2024 Financing — 1,690 Foreign currency loss — 30 Changes in operating assets and liabilities: Other current assets and prepaid expenses ( 3,161 ) 1,886 Accounts payable 1,237 3,145 Operating lease liabilities ( 506 ) ( 257 ) Other liabilities ( 209 ) 416 Accrued expenses 4,477 ( 4,860 ) Net cash used in operating activities ( 85,806 ) ( 84,766 ) Cash flows from investing activities: Purchases of property and equipment ( 161 ) ( 264 ) Net cash used in investing activities ( 161 ) ( 264 ) Cash flows from financing activities: Proceeds from January 2024 Financing, net of issuance costs — 74,273 Proceeds from public offering of common stock through At The Market offering, net of issuance costs — 191 Proceeds from shares issued in connection with the Company's employee stock purchase plan 182 77 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 Effect of exchange rate changes on cash and cash equivalents 205 ( 517 ) Net change in cash and cash equivalents ( 20,185 ) ( 11,006 ) Cash and cash equivalents, beginning of year 35,668 46,674 Cash and cash equivalents, end of year $ 15,483 $ 35,668 Supplemental disclosure of noncash investing and financing activities: Conversion of tranche rights liability to equity upon increase in authorized shares $ — $ 28,396 Operating lease right-of use asset obtained in exchange for lease obligation $ — $ 448 The accompanying notes are an integral part of these consolidated financial statements. F- 7 Notes to Consolidated Financial Statements 1. Description of Business and Basis of Financial Statements Description of Business Immunic, Inc. ("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 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 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; 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”), and Graft-versus-Host-Disease ("GvHD"); 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. It has never been profitable and has incurred operating losses in each year since inception in 2016. The Company has an accumulated deficit of approximately $ 608.6 million as of December 31, 2025 and $ 511.4 million as of December 31, 2024. Substantially all of Immunic's operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations. Immunic expects to incur significant expenses and increasing operating losses for the foreseeable future as it initiates and continues the development of its product candidates and adds personnel necessary to advance its pipeline of product candidates. 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, 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 The accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") and include the accounts of Immunic and its wholly-owned subsidiaries, Immunic AG and Immunic Australia Pty Ltd. All intercompany accounts and transactions have been eliminated in consolidation. Immunic manages its operations as a single reportable segment for the purposes of assessing performance and making operating decisions. F- 8 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. 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 consolidated financial statements and accompanying notes relate to the valuation of tranche rights. Management believes its estimates to be reasonable under the circumstances. Actual results could differ materially from those estimates and assumptions. Foreign Currency Translation and Presentation The Company’s reporting currency is United States (“U.S.”) dollars. Immunic AG is located in Germany with the Euro being its functional currency. Immunic Australia Pty Ltd.’s functional currency is the Australian dollar. All amounts in the financial statements where the functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: • assets and liabilities at reporting period-end rates; • income statement accounts at average exchange rates for the reporting period; and • components of equity at historical rates. Gains and losses from translation of the financial statements into U.S. 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. Foreign currency transaction gains and losses related to long-term intercompany loans that are payable in the foreseeable future are recorded in Other Income (Expense). 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 The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on hand and deposits in banks located in the U.S. of approximately $ 9.7 million, Germany of approximately $ 5.7 million and Australia of approximately $ 0.1 million as of December 31, 2025. The Company maintains cash and cash equivalent balances denominated in Euro and U.S. dollars with major financial institutions in the U.S. and Germany in excess of the deposit limits insured by the government. Management periodically reviews the credit standing of these financial institutions. The Company currently deposits its cash and cash equivalents with two large financial institutions. Cash and cash equivalents in the U.S. are held at JP Morgan and are primarily held in a U.S. Government money market fund account earning interest at a rate of 3.6 % as of December 31, 2025. Cash and cash equivalents in Germany are earning interest at a rate of 1.60 % to 2.20 % as of December 31, 2025. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 1 assets consisted of money market funds for the periods presented. The Company had no Level 1 liabilities for the periods presented. Level 2—Inputs other than observable quoted prices for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The Company had no Level 2 assets or liabilities for the periods presented. F- 9 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 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. Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method based on the estimated service lives of the assets which range from three years to thirteen years . Depreciation and amortization expense was $ 168,000 and $ 134,000 for the years ended December 31, 2025 and 2024, respectively. Impairment of Long-Lived Assets The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impaired assets are then recorded at their estimated fair value. There were no impairment losses during the years ended December 31, 2025 and 2024. Research and Development Expenses 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 including stock -based compensation, allocated facility costs and other outsourced services. Research and development expenses are charged to operations as incurred. The Company enters into agreements with contract research organizations (“CROs”) to provide clinical trial services for individual studies and projects by executing individual work orders governed by a Master Service Arrangement (“MSA”). The MSAs and associated work orders provide for regular recurrent payments and payments upon the completion of certain milestones. The Company regularly assesses the timing of payments against actual costs incurred to ensure a proper accrual of related expenses in the appropriate accounting period. Collaboration Arrangements Certain collaboration and license agreements may include payments to or from the Company of one or more of the following: non-refundable or partially refundable upfront or license fees; development, regulatory and commercial milestone payments; payment for manufacturing supply services; partial or complete reimbursement of research and development costs; and royalties on net sales of licensed products. The Company assesses whether such contracts are within the scope of Financial Accounting Standards Board (FASB) Accounting Standards Update (“ASU”) 2014-09 “ Revenue from Contracts with Customers ” and ASU No. 2018-18, “ Collaborative Arrangements” ("ASU 2018-18"). 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. ("Daiichi Sankyo") which granted the Company the right to license a group of compounds, designated by the Company as IMU-856, as a potential new oral treatment option for gastrointestinal diseases such as celiac disease, inflammatory bowel disease, irritable bowel syndrome with diarrhea and other barrier function associated diseases. During the option period, the Company performed agreed upon research and development activities for which it was reimbursed by Daiichi Sankyo up to a maximum agreed-upon limit. Such reimbursement was recorded as other income. There are no additional research and development reimbursements expected under this agreement. F- 10 On January 5, 2020, the Company 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, for which the Company received a notice of allowance from the U.S. Patent & Trademark Office in August 2022. 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. 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 Government assistance relating to research and development performed by Immunic Australia is recorded as a component of Other (Income) expense. This government assistance is recognized at a rate of 43.5 % of the qualified research and development expenditures which are incurred. 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. General and Administrative Expenses General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, business development and other support functions. 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. 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. Stock-based compensation is (i) estimated at the date of grant based on the award’s fair value for equity classified awards and (ii) based on the final measurement date for liability classified awards. 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 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. F- 11 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. Leases The Company leases office space and office equipment. The underlying lease agreements have lease terms of less than 12 months and up to 60 months. Leases with terms of 12 months or less at inception are not included in the operating lease right of use asset and operating lease liability. The Company has three existing leases for office and laboratory space. 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 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. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company has used an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term used in estimating future lease payments may include options to extend when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or changes in expectations regarding the lease term. Variable lease costs such as common area costs and property taxes are expensed as incurred. Comprehensive Income (Loss) 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 (deficit) in the accompanying Consolidated Balance Sheets and consists of foreign currency translation adjustments. Income Taxes 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 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. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or the entire deferred tax asset will not be realized. As of December 31, 2025 and 2024, the Company maintained a full valuation allowance against the balance of deferred tax assets. It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company is subject to U.S. 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 2025 are subject to audit F- 12 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 The Company accounts for issued financial instruments either as a liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”) or ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). If financial instruments do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the financial instruments should be classified as a liability or as equity. Liability-classified financial instruments are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the financial instruments after the issuance date is recorded in the Consolidated Statements of Operations as a gain or loss. 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 based on allocated proceeds on the issuance date with no subsequent measurement after the issuance date. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and, if dilutive, common stock equivalents outstanding for the period determined using the treasury-stock method. 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. Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows: As of December 31, 2025 2024 Options to purchase common stock 25,728,497 16,136,045 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 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 F- 13 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. F- 14 3. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid Expense and Other Current Assets consist of (in thousands): December 31, 2025 2024 Prepaid clinical and related costs $ 2,064 $ 1,871 VAT receivable 333 647 Australian research and development tax incentive — 37 Research grant receivable 3,789 — Other 1,200 1,109 Total $ 7,386 $ 3,664 Accounts Payable Accounts Payable consist of (in thousands): December 31, 2025 2024 Clinical and related costs $ 9,493 $ 7,561 Legal and audit costs 262 31 Other 383 254 Total $ 10,138 $ 7,846 Accrued Expenses Accrued Expenses consist of (in thousands): December 31, 2025 2024 Accrued clinical and related costs $ 16,102 $ 12,456 Accrued legal and audit costs 137 72 Accrued compensation 2,168 354 Accrued other 238 31 Total $ 18,645 $ 12,913 Other Current Liabilities Other Current Liabilities consist of (in thousands): December 31, 2025 2024 Lease liabilities $ 470 $ 740 SARs liability 809 — Other 556 676 Total $ 1,835 $ 1,416 F- 15 4. Leases Operating Leases The Company leases certain office space under non-cancelable operating leases. 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). The non-lease components are deemed to be executory costs and are therefore excluded from the minimum lease payments used to determine the present value of the operating lease obligation and related right-of-use asset. The New York City lease was extended on November 8, 2024 for an additional 12 months resulting in the new lease termination date of July 31, 2026. The New York City lease has a renewal option, but this was not included in calculating the right of use asset and liabilities. In February 2023, the Company leased space in Germany for a research laboratory. The leases do not have concessions, leasehold improvement incentives or other build-out clauses. Further, the leases do not contain contingent rent provisions. 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. 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. 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. Immunic’s operating lease costs and variable lease costs were $ 1.3 million and $ 1.1 million for the years ended December 31, 2025 and 2024, respectively. Variable lease costs consist primarily of common area maintenance costs, insurance and taxes which are paid based upon actual costs incurred by the lessor. Maturities of the operating lease obligation are as follows as of December 31, 2025 (in thousands): 2026 $ 428 2027 $ 87 2028 $ 84 2029 $ — 2030 $ — Thereafter $ — Total lease payments $ 599 Less: interest portion $ ( 22 ) Present value of lease obligation $ 577 5. Fair Value The following fair value hierarchy table present information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): F- 16 Fair Value Measurement at December 31, 2025 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 9,244 $ 9,244 $ — $ — Total assets at fair value $ 9,244 $ 9,244 $ — $ — Fair Value Measurement at December 31, 2024 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 14,751 $ 14,751 $ — $ — Total assets at fair value $ 14,751 $ 14,751 $ — $ — There were no transfers between Level 1, Level 2 or Level 3 assets during the periods presented. For the Company’s money market funds which are included as a component of cash and cash equivalents on the consolidated balance sheet, realized gains and losses are included in interest income on the consolidated statements of operations. Our money market fund account is held in our bank in the U.S. and was earning interest at a rate of 3.6 % in a U.S. Government money market fund. The Company has cash balances in banks in excess of the maximum amount insured by the FDIC and other international agencies as of December 31, 2025. The Company has not historically experienced any credit losses with balances in excess of FDIC limits. The Company recorded tranche rights of $ 23.6 million at January 8, 2024 as a result of the January 2024 Financing (see note 6). The fair value measurement of the tranche rights associated with the January 2024 Financing was classified as Level 3 under the fair value hierarchy. The fair value of the tranche rights was determined using a Black Scholes Option Pricing Model. The inputs to this model included a risk-free rate range of 3.93 %- 4.36 %, a stock price volatility range of 105 - 115 %, an expected dividend rate of 0 % and remaining term of 1.81 - 4.81 years. This liability was revalued on March 4, 2024, upon stockholder approval to increase its authorized shares of common stock from 130 million to 500 million, which resulted in the reclassification of the tranche rights from a liability to equity. This revaluation resulted in an increase in the tranche rights liability of $ 4.8 million using a Black Scholes Option Pricing Model. The inputs to this model as of the date of the reclassification included a risk-free rate range of 4.16 %- 4.63 %, a stock price volatility range of 90 - 105 %, an expected dividend rate of 0 % and remaining term of 1.66 - 4.66 years. The inputs used in the determination of fair value of the liability are level 3 inputs. A rollforward of the fair value of the tranche rights is as follows (in thousands): December 31, 2023 $ — Fair value as of January 8, 2024 $ 23,600 Change in fair value through March 4, 2024 $ 4,796 Reclassification to equity in March 2024 $ ( 28,396 ) 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. $ 809 F- 17 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. The fair value and book value of the money market funds presented in the table above are the same. 6. Common Stock Shelf Registration Statements In December 2020, the Company filed a Prospectus Supplement to the shelf registration statement on Form S-3 filed on November 13, 2020 and declared effective on November 24, 2020 (the "2020 Shelf Registration Statement") for the offering, issuance and sale of up to a maximum aggregate offering price of $ 50.0 million of common stock that may be issued and sold under an at-the-market sales agreement with SVB Leerink LLC (now Leerink Partners LLC) as agent ("December 2020 ATM"). The Company used the net proceeds from the December 2020 ATM to fund the ongoing clinical development of our product candidates and for other general corporate purposes, including funding existing and potential new clinical programs and product candidates. The December 2020 ATM terminated in May 2024. In May 2022, the Company filed a Prospectus Supplement to the 2020 Shelf Registration Statement for the offering, issuance and sale of up to a maximum aggregate offering price of $ 80.0 million of common stock to be issued and sold under another at-the-market sales agreement ("May 2022 ATM") with Leerink Partners LLC (formerly SVB Leerink LLC) as agent. The 2020 Shelf Registration Statement expired in November 2023. 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. 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. We intend to use the net proceeds from the May 2024 ATM to continue to fund the ongoing clinical development of our product candidates and for other general corporate purposes, including funding existing and potential new clinical programs and product candidates. 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 F- 18 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 . 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 F- 19 “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") On January 4, 2024, Immunic entered into a Securities Purchase Agreement with select accredited investors, pursuant to which the Company agreed to issue and sell to the Investors in a three -tranche private placement shares of the Company’s common stock, $ 0.0001 par value per share or in lieu thereof, pre-funded warrants to purchase shares of Common Stock. The Pre-Funded Warrants are exercisable immediately for $ 0.0001 per share and until exercised in full. • 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 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; and ◦ aggregate trading volume during the same 10-day period is at least $ 100 million. • 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"). Therefore, the Company recorded the value associated to the tranche rights as a liability of $ 23.6 million and allocated the remainder of the $ 80 million received (or $ 56.4 million) with the common stock and pre-funded warrants to equity. 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 (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 F- 20 from the sale of these shares of common stock. These shares are registered on a registration statement on Form S-3 (registration No. 333-277040). Common Stock On March 4, 2024, the stockholders of the Company voted to increase the authorized shares of the Company from 130,000,000 shares of common stock to 500,000,000 shares of common stock, par value of $ 0.0001 per share. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of any holders of preferred stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any. 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, 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 The Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue 20 million shares of $ 0.0001 par value preferred stock, with such voting powers (if any), designations, powers, preferences, and relative, participating, optional or other rights, if any, and any qualifications, limitations or restrictions thereof, as shall be set by the Board of Directors. No preferred shares were outstanding as of December 31, 2025. F- 21 Stock Reserved for Future Issuance Shares reserved for future issuance as of December 31, 2025 are as follows: Number of Shares Common stock reserved for issuance for: 2021 Employee stock purchase plan 610,260 Shares reserved for the January 2024 Pre-funded stock warrants 8,580,151 Placement agent warrants 283,334 Outstanding stock options 25,728,497 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 721,332 Total common shares reserved for future issuance 198,334,825 7. Stock-based Compensation Plans 2021 Employee Stock Purchase Plan On April 25, 2021, the Company adopted the 2021 Employee Stock Purchase Plan ("ESPP"), which was approved by stockholder vote at the 2021 Annual Meeting of Stockholders held on June 10, 2021. The ESPP provides eligible employees of the Company with an opportunity to purchase common stock of the Company through accumulated payroll deductions, which are included in other current liabilities until they are used to purchase Company shares. Eligible employees participating in the bi-annual offering period can choose to have up to the lesser of 15 % of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value to purchase shares of the Company’s common stock. The purchase price of the stock is the lesser of (i) 85 % of the closing market price on the date of purchase and (ii) the closing market price at the beginning of the bi-annual offering period. The maximum number of shares initially reserved for delivery under the plan was 200,000 shares. An increase of 1 million shares to 1.2 million shares was approved by stockholders of the Company at the Company's Special Meeting of stockholders held on March 4, 2024. The first enrollment period under the plan commenced on August 1, 2021 and the Company has issued 589,740 shares life-to-date under the ESPP. The Company recognized $ 86,000 and $ 50,000 of expense related to the plan in the years ended December 31, 2025 and 2024, respectively. Stock Option Programs In July 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan, (as amended, the “2019 Plan”), which was adopted by the Board of Directors (the "Board") with an effective date of June 14, 2019. The 2019 Plan allows for the grant of equity awards to employees, consultants and non-employee directors. An initial maximum of 1,500,000 shares of the Company’s common stock were available for grant under the 2019 Plan. The 2019 Plan included an evergreen provision that allowed for the annual addition of up to 4 % of the Company’s fully-diluted outstanding stock, with a maximum allowable increase of 4,900,000 shares over the term of the 2019 Plan. In accordance with this provision, the shares available for grant were increased in 2020 through 2023 by a total of 4,408,871 shares. 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 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 . Incentive stock options granted to employees typically vest over four years . Non-statutory options granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over three or four years . F- 22 Shares that are expired, terminated, surrendered or canceled under the 2019 Plan without having been fully exercised will be available for future awards. Stock Option Repricing On March 4, 2024, the Company's stockholders voted to approve the repricing of outstanding stock options having an exercise price above $ 3.00 per share to $ 1.72 per share. All other terms of the grant remained the same. There were 3,317,596 stock options that were repriced to $ 1.72 per share. 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 The following table summarizes stock option activity for the year ended December 31, 2025 and 2024 under the 2019 Plan: Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2025 16,136,045 $ 1.52 Granted 9,937,100 $ 0.78 Exercised — $ — Forfeited or expired ( 344,648 ) $ 3.49 Outstanding as of December 31, 2025 25,728,497 $ 1.21 8.30 $ — Options exercisable as of December 31, 2025 10,169,525 $ 1.53 7.24 $ — Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2024 6,196,140 $ 7.15 Granted 10,345,598 $ 1.24 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 exercisable as of December 31, 2024 4,657,611 $ 2.03 7.00 $ — Measurement The weighted-average assumptions used in the BSM option pricing model to determine the fair value of the employee and non-employee stock option grants relating to the 2019 Plan were as follows: F- 23 Risk-Free Interest Rate The risk-free rate assumption is based on U.S. Treasury instruments with maturities similar to the expected term of the stock options. Expected Dividend Yield The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero . Expected Volatility 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 The expected term of options is estimated considering the vesting period at the grant date, the life of the option and the average length of time similar grants have remained outstanding in the past. The weighted-average grant date fair value of stock options granted under the 2019 Plan during the years ended December 31, 2025 and 2024 was $ 0.67 and $ 1.00 , respectively. The following are the underlying assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees and to non-employees under this stock plan: 2025 2024 Risk-free interest rate 4.14 % 4.11 % Expected dividend yield 0 % 0 % Expected volatility 116.0 % 101.0 % 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 F- 24 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 — % — % F- 25 (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 consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2025 2024 Research and development $ 3,636 $ 3,635 General and administrative 5,227 4,892 Total $ 8,863 $ 8,527 Summary of Equity Incentive Plans Assumed from Vital Upon completion of the Transaction with Vital Therapies ("Vital") on April 12, 2019, Vital’s 2012 Stock Option Plan (the “2012 Plan”), Vital’s 2014 Equity Incentive Plan (the “2014 Plan”) and Vital’s 2017 Inducement Equity Incentive Plan (the “Inducement Plan”), were assumed by the Company. All awards granted under these plans have either been forfeited or expired. There are no longer any shares available for grant under the 2014 Plan as of December 31, 2025. On September 2017, Vital’s board of directors approved the Inducement Plan, which was amended and restated in November 2017. Under the Inducement Plan 46,250 shares of Vital’s common stock were reserved to be used exclusively for non-qualified grants to individuals who were not previously employees or directors as an inducement material to a grantee's entry into employment within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. No expense was recorded for the plans assumed from Vital during the year ended December 31, 2025 and 2024, respectively. F- 26 8. Income Taxes Net loss before income tax was subject to tax in the following jurisdictions for the following periods (in thousands): Years Ended December 31, 2025 2024 United States $ ( 19,986 ) $ ( 21,382 ) Germany ( 77,157 ) ( 78,914 ) Foreign ( 29 ) ( 211 ) $ ( 97,172 ) $ ( 100,507 ) 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, 2025 Federal statutory rate $ ( 20,406 ) 21.0 % State tax effect — 0.0 % Foreign tax effect Germany 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: December 31, 2024 Federal statutory rate 21.0 % Foreign rate differential 2.8 % Stock options ( 1.4 ) % Deferred tax true-up ( 2.5 ) % Stock and warrant issuance cost ( 1.4 ) % Other ( 0.9 ) % Change in valuation allowance ( 17.6 ) % Effective tax rate 0.0 % Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. As tax laws and rates change, deferred tax assets and liabilities are adjusted through income tax expense. There is no current or deferred income tax expense in the years ended December 31, 2025, and 2024, respectively. F- 27 Significant components of the Company's net deferred tax assets are shown below. A valuation allowance has been established as realization of such net deferred tax assets has not met the more likely-than-not threshold requirement. If the Company's judgment changes and it is determined that the Company will be able to realize these net deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on the net deferred tax assets will be accounted for as a reduction to income tax expense. December 31, 2025 2024 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 24,483 $ 22,192 Stock-based compensation 2,453 2,198 Intangible assets 2,087 2,630 Foreign net operating loss carryforwards 90,643 90,020 Other, net 207 38 Total deferred tax assets 119,873 117,078 Deferred tax liabilities: Total deferred tax liability — — Net deferred tax assets 119,873 117,078 Less valuation allowance ( 119,873 ) ( 117,078 ) $ — $ — The Company has incurred net operating losses each year since inception due to its history as a development stage company with no realized revenues from its planned principal operations. These cumulative operating losses provide significant negative evidence in the determination of whether or not the Company will be able to realize deferred tax assets such as net operating losses and other favorable temporary differences. There can be no assurance that it will ever generate taxable income. As a result, the Company has maintained a full valuation allowance against the entire balance of its net deferred tax assets since the date of inception. The valuation allowance has increased by $ 2.8 million and $ 18.0 million for the years ended December 31, 2025, and 2024, respectively. As of December 31, 2025, Immunic had available NOLs of approximately $ 460.9 million in Germany and $ 6.7 million in Australia, respectively. These NOLs do not expire. The U.S. federal NOL carryforwards of $ 15.6 million were generated prior to 2018 and expire over 20 years beginning in 2023. 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. The Company may have undergone ownership changes and therefore may be limited in the amount of net operating losses available for utilization in the future. The Company did no t have any uncertain tax positions for the years ended December 31, 2025, and 2024, respectively. Due to the full valuation allowance that the Company has on its net deferred tax asset balance, there are no uncertain tax positions that would impact the effective tax rate if recognized. The Company is subject to U.S. 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 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 2021-2023. Immunic, Inc. recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. There were no such interest or penalties for any of the years presented. 9. Commitments and Contingencies Contractual Obligations F- 28 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 Daiichi Sankyo Agreement On January 5, 2020, the Company 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, for which the Company received a notice of allowance from the U.S. Patent & Trademark Office in August 2022. 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. 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. Legal Proceedings The Company is not currently a party to any litigation, nor is it aware of any pending or threatened litigation, that it believes would materially affect its business, operating results, financial condition or cash flows. However, its industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, the Company may be involved in various legal proceedings from time to time. 10. Related Party Transactions Executive Agreement with Duane Nash 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 F- 29 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. F- 30 11. Segment disclosures Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources in assessing performance. The Company has one reportable segment: life science. 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 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. The CODM assesses performance for the life science segment based on net loss. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM allocates resources and assesses performance on a consolidated basis, focused on the Company’s cash resources and an assessment of the probability of success of its ongoing research and development activities. Resource allocation decisions are informed by forecasted cash expenditures and actual expenses incurred to date. 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, seeks regulatory approval. The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31: Years ended December 31 2025 2024 Operating expenses: Clinical product candidates $ 66,267 $ 65,285 Pre-clinical product candidates 1,230 979 Employee costs- research and development 9,662 7,854 Employee costs-general and administrative 6,875 5,315 Non-cash stock compensation 8,863 8,527 Depreciation expense 168 134 Professional fees and other segment expenses 10,163 9,958 Total operating expenses 103,228 98,052 Loss from operations ( 103,228 ) ( 98,052 ) Interest income 1,040 3,390 Change in fair value of the tranche rights — ( 4,796 ) Other income (expense) 5,016 ( 1,049 ) Net loss $ ( 97,172 ) $ ( 100,507 ) 12. 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 F- 31 “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. The Offering 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. F- 32 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. F- 33 SIGNATURES 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. Date: February 26, 2026 By: /s/ DANIEL VITT Daniel Vitt Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Vitt and Glenn Whaley, and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ DANIEL VITT Director, Chief Executive Officer (principal executive officer) February 26, 2026 Daniel Vitt /s/ GLENN WHALEY Chief Financial Officer (principal financial officer and principal accounting officer) February 26, 2026 Glenn Whaley /s/ SIMONA SKERJANEC Chair of the Board of Directors February 26, 2026 Simona Skerjanec /s/ DUANE D. NASH Director February 26, 2026 Duane D. Nash /s/ TAMAR HOWSON Director February 26, 2026 Tamar Howson /s/ JOERG NEERMANN Director February 26, 2026 Joerg Neermann /s/ RICHARD RUDICK Director February 26, 2026 Richard Rudick /s/ BARCLAY A. PHILLIPS Director February 26, 2026 Barclay A. Phillips /s/ THORVALD NAGEL Director February 26, 2026 Thorvald Nagel 35