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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025
or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number: 001-36201
Immunic, Inc.
(Exact name of registrant as specified in its charter)

Delaware |  | 56-2358443
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
1200 Avenue of the Americas |  |
Suite 200 |  |
New York, | NY | 10036
(Address of principal executive offices) |  | (Zip Code)

(332) 255-9818
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Common Stock, $0.0001 par value | IMUX | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☒
|  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
On November 11, 2025, 120,284,724 shares of common stock, $0.0001 par value, were outstanding.

IMMUNIC, INC.
TABLE OF CONTENTS

|  | Page No.
PART I - FINANCIAL INFORMATION |
Item 1. | Condensed Consolidated Financial Statements (Unaudited) |
| Condensed Consolidated Balance Sheets | 3
| Condensed Consolidated Statements of Operations | 4
| Condensed Consolidated Statements of Comprehensive Loss | 5
| Condensed Consolidated Statements of Stockholders’ Equity | 6
| Condensed Consolidated Statements of Cash Flows | 8
| Notes to Condensed Consolidated Financial Statements | 9
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 47
Item 4. | Controls and Procedures | 48
PART II - OTHER INFORMATION |
Item 1. | Legal Proceedings | 48
Item 1A. | Risk Factors | 49
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 49
Item 3. | Defaults Upon Senior Securities | 49
Item 4. | Mine Safety Disclosures | 49
Item 5. | Other Information | 50
Item 6. | Exhibits | 50

2

IMMUNIC, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)

| September 30, 2025 |  | December 31, 2024
| (Unaudited) |  |
Assets |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 35,132 |  |  | $ | 35,668 |
Other current assets and prepaid expenses | 4,141 |  |  | 3,664 |
Total current assets | 39,273 |  |  | 39,332 |
Property and equipment, net | 640 |  |  | 545 |
Right-of-use assets, net | 791 |  |  | 991 |
Total assets | $ | 40,704 |  |  | $ | 40,868 |
Liabilities and Stockholders’ Equity |  |  |
Current liabilities: |  |  |
Accounts payable | $ | 7,918 |  |  | $ | 7,846 |
Accrued expenses | 19,454 |  |  | 12,913 |
Other current liabilities | 2,707 |  |  | 1,416 |
Total current liabilities | 30,079 |  |  | 22,175 |
Long-term liabilities |  |  |
Operating lease liabilities | 126 |  |  | 264 |
Total long-term liabilities | 126 |  |  | 264 |
Total liabilities | 30,205 |  |  | 22,439 |
Commitments and contingencies (Note 9) |  |  |
Stockholders’ equity: |  |  |
Preferred stock, $0.0001 par value; 20,000,000 authorized and no shares issued or outstanding as of September 30, 2025 and December 31, 2024 | — |  |  | — |
Common stock, $0.0001 par value; 500,000,000 shares authorized as of September 30, 2025 and December 31, 2024, and 98,650,590 and 90,150,869 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | 9 |  |  | 8 |
Additional paid-in capital | 597,179 |  |  | 525,611 |
Accumulated other comprehensive income | 2,582 |  |  | 4,209 |
Accumulated deficit | (589,271) |  |  | (511,399) |
Total stockholders’ equity | 10,499 |  |  | 18,429 |
Total liabilities and stockholders’ equity | $ | 40,704 |  |  | $ | 40,868 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

IMMUNIC, INC.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)

|  |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  |  |  | 2025 |  | 2024 |  | 2025 |  | 2024
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  |  |  | $ | 20,012 |  |  | $ | 21,370 |  |  | $ | 62,914 |  |  | $ | 58,429 |
General and administrative |  |  |  |  | 5,981 |  |  | 4,356 |  |  | 16,987 |  |  | 13,992 |
Total operating expenses |  |  |  |  | 25,993 |  |  | 25,726 |  |  | 79,901 |  |  | 72,421 |
Loss from operations |  |  |  |  | (25,993) |  |  | (25,726) |  |  | (79,901) |  |  | (72,421) |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  |  |  | 419 |  |  | 776 |  |  | 843 |  |  | 2,961 |
Change in fair value of the tranche rights |  |  |  |  | — |  |  | — |  |  | — |  |  | (4,796) |
Other income (expense), net |  |  |  |  | (5) |  |  | 582 |  |  | 1,186 |  |  | (1,076) |
Total other income (expense) |  |  |  |  | 414 |  |  | 1,358 |  |  | 2,029 |  |  | (2,911) |
Net loss |  |  |  |  | $ | (25,579) |  |  | $ | (24,368) |  |  | $ | (77,872) |  |  | $ | (75,332) |
Net loss per share, basic and diluted |  |  |  |  | $ | (0.13) |  |  | $ | (0.24) |  |  | $ | (0.55) |  |  | $ | (0.75) |
Weighted-average common shares outstanding, basic and diluted |  |  |  |  | 193,897,764 |  |  | 101,272,580 |  |  | 142,811,489 |  |  | 99,998,245 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

IMMUNIC, INC.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)

|  |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  |  |  | 2025 |  | 2024 |  | 2025 |  | 2024
Net loss |  |  |  |  | $ | (25,579) |  |  | $ | (24,368) |  |  | $ | (77,872) |  |  | $ | (75,332) |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation |  |  |  |  | 57 |  |  | 104 |  |  | (1,627) |  |  | 127 |
Total comprehensive loss |  |  |  |  | $ | (25,522) |  |  | $ | (24,264) |  |  | $ | (79,499) |  |  | $ | (75,205) |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

IMMUNIC, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)

Nine Months Ended September 30, 2025
| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Income |  | Accumulated Deficit |  | Total Stockholders’ Equity
| Shares |  | Amount |
Balance at January 1, 2025 | 90,150,869 |  |  | $ | 8 |  |  | $ | 525,611 |  |  | $ | 4,209 |  |  | $ | (511,399) |  |  | $ | 18,429 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (25,473) |  |  | (25,473) |
Stock-based compensation | — |  |  | — |  |  | 2,042 |  |  | — |  |  | — |  |  | 2,042 |
Foreign exchange translation adjustment | — |  |  | — |  |  | — |  |  | (285) |  |  | — |  |  | (285) |
Balance at March 31, 2025 | 90,150,869 |  |  | $ | 8 |  |  | $ | 527,653 |  |  | $ | 3,924 |  |  | $ | (536,872) |  |  | $ | (5,287) |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (26,820) |  |  | (26,820) |
Stock-based compensation | — |  |  | — |  |  | 1,899 |  |  | — |  |  | — |  |  | 1,899 |
Foreign exchange translation adjustment | — |  |  | — |  |  | — |  |  | (1,399) |  |  | — |  |  | (1,399) |
Issuance of pre-funded warrants - May 2025 Offering, net of issuance costs of $4,332 | — |  |  | — |  |  | 60,661 |  |  | — |  |  | — |  |  | 60,661 |
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 | 219,997 |  |  | — |  |  | 123 |  |  | — |  |  | — |  |  | 123 |
Balance at June 30, 2025 | 98,650,590 |  |  | $ | 9 |  |  | $ | 595,069 |  |  | $ | 2,525 |  |  | $ | (563,692) |  |  | $ | 33,911 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (25,579) |  |  | (25,579) |
Stock-based compensation | — |  |  | — |  |  | 2,110 |  |  | — |  |  | — |  |  | 2,110 |
Foreign exchange translation adjustment | — |  |  | — |  |  | — |  |  | 57 |  |  | — |  |  | 57 |
Balance at September 30, 2025 | 98,650,590 |  |  | $ | 9 |  |  | $ | 597,179 |  |  | $ | 2,582 |  |  | $ | (589,271) |  |  | $ | 10,499 |

6

Nine Months Ended September 30, 2024
| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Income (Loss) |  | Accumulated Deficit |  | Total Stockholders’ Equity
| Shares |  | Amount |
Balance at January 1, 2024 | 45,177,730 |  |  | $ | 4 |  |  | $ | 436,060 |  |  | $ | 3,759 |  |  | $ | (410,892) |  |  | $ | 28,931 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (29,584) |  |  | (29,584) |
Stock-based compensation | — |  |  | — |  |  | 2,750 |  |  | — |  |  | — |  |  | 2,750 |
Foreign exchange translation adjustment | — |  |  | — |  |  | — |  |  | 528 |  |  | — |  |  | 528 |
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 |
Balance at March 31, 2024 | 90,079,016 |  |  | $ | 8 |  |  | $ | 519,757 |  |  | $ | 4,287 |  |  | $ | (440,476) |  |  | $ | 83,576 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (21,380) |  |  | (21,380) |
Stock-based compensation | — |  |  | — |  |  | 1,882 |  |  | — |  |  | — |  |  | 1,882 |
Foreign exchange translation adjustment | — |  |  | — |  |  | — |  |  | (505) |  |  | — |  |  | (505) |
Balance at June 30, 2024 | 90,079,016 |  |  | $ | 8 |  |  | $ | 521,639 |  |  | $ | 3,782 |  |  | $ | (461,856) |  |  | $ | 63,573 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (24,368) |  |  | (24,368) |
Stock-based compensation | — |  |  | — |  |  | 1,910 |  |  | — |  |  | — |  |  | 1,910 |
Foreign exchange translation adjustment | — |  |  | — |  |  | — |  |  | 104 |  |  | — |  |  | 104 |
Balance at September 30, 2024 | 90,079,016 |  |  | $ | 8 |  |  | $ | 523,549 |  |  | $ | 3,886 |  |  | $ | (486,224) |  |  | $ | 41,219 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7

IMMUNIC, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

| Nine Months Ended September 30,
| 2025 |  | 2024
Cash flows from operating activities: |  |  |
Net loss | $ | (77,872) |  |  | $ | (75,332) |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |
Depreciation and amortization | 126 |  |  | 99 |
Unrealized foreign currency gain | — |  |  | (91) |
Stock-based compensation | 7,555 |  |  | 6,542 |
Non-cash lease expense | 156 |  |  | 355 |
Change in fair value of tranche rights | — |  |  | 4,796 |
Fees expensed as part of January 2024 Financing | — |  |  | 1,690 |
Changes in operating assets and liabilities: |  |  |
Other current assets and prepaid expenses | (45) |  |  | 1,460 |
Accounts payable | (927) |  |  | 871 |
Accrued expenses | 4,875 |  |  | (1,900) |
Operating lease liabilities | (168) |  |  | (373) |
Other liabilities | (225) |  |  | 80 |
Net cash used in operating activities | (66,525) |  |  | (61,803) |
Cash flows from investing activities: |  |  |
Purchases of property and equipment | (150) |  |  | (261) |
Net cash used in investing activities | (150) |  |  | (261) |
Cash flows from financing activities: |  |  |
Proceeds from May 2025 Offering, net of issuance costs | 60,661 |  |  | — |
Proceeds from April Offering, net of issuance costs | 4,734 |  |  | — |
Proceeds from public offering of common stock through At The Market Sales Agreement, net | — |  |  | 191 |
Proceeds from January 2024 Financing, net of issuance costs | — |  |  | 74,273 |
Proceeds from shares issued in connection with the Company's Employee Stock Purchase Plan | 123 |  |  | — |
Net cash provided by financing activities | 65,518 |  |  | 74,464 |
Effect of exchange rate changes on cash and cash equivalents | 621 |  |  | (3) |
Net change in cash and cash equivalents | (536) |  |  | 12,397 |
Cash and cash equivalents, beginning of period | 35,668 |  |  | 46,674 |
Cash and cash equivalents, end of period | $ | 35,132 |  |  | $ | 59,071 |
Supplemental disclosure of noncash investing and financing activities: |  |  |
Conversion of tranche rights liability to equity upon increase in authorized shares | $ | — |  |  | $ | 28,396 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8

IMMUNIC, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 approximately 90 employees as of November 3, 2025.
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 MS ("RRMS"), progressive MS (“PMS”) and moderate-to-severe ulcerative colitis (“UC”); the IMU-856 program, which is targeted to regenerate bowel epithelium and restore intestinal barrier function, which could potentially be applicable in numerous gastrointestinal diseases, such as celiac disease, inflammatory bowel disease ("IBD"), Graft-versus-Host-Disease ("GvHD") and possibly weight management; and the IMU-381 program, which is a next generation molecule being developed to specifically address gastrointestinal diseases.
The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including the failure of its clinical trials to meet their endpoints, failure to obtain regulatory approval and needing substantial additional funding to continue and potentially complete the development and commercialization of the Company's three development programs.
Financial Condition, Liquidity and Going Concern
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 $589.3 million as of September 30, 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 September 30, 2025, Immunic has 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 September 30, 2025, the Company had cash and cash equivalents of approximately $35.1 million. With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these condensed consolidated financial statements included in this quarterly report without raising additional capital and such actions are not solely within the control of the Company. If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Basis of Presentation and Consolidation
The accompanying condensed 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.
9

Unaudited Interim Financial Information
Immunic has prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with United States generally accepted accounting principles, (“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals which, in the opinion of management, are necessary to present fairly Immunic’s consolidated financial position, consolidated results of operations, consolidated statement of stockholders’ equity (deficit) and consolidated cash flows for the periods and as of the dates presented. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2024 was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included on the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the"SEC") on March 31, 2025. The nature of Immunic’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year or for corresponding interim periods in an any subsequent year.
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 financial statements and accompanying notes relate to stock-based compensation and the valuation of the 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 $26.6 million, Germany of approximately $8.4 million and Australia of approximately $0.1 million as of September 30, 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
10

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 4.0% during the period ended September 30, 2025. Cash and cash equivalents in Germany are earning interest at a rate of 1.6% to 2.75% during the period ended September 30, 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.
Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities for the periods presented. The Company did have tranche rights that were at level 3 during the first quarter of 2024 and Stock Appreciation Rights liability during the third 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 to thirteen years. Depreciation expense was $40,000 and $42,000 for the three months ended September 30, 2025 and 2024, respectively. Depreciation expense was $126,000 and $99,000 for the nine months ended September 30, 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 three and nine months ended September 30, 2025 and 2024.
Research and Development Expenses
These costs primarily include external development expenses and internal personnel expenses for its development programs, vidofludimus calcium and IMU-856. Immunic has spent the majority of its research and development resources on vidofludimus calcium, the Company's lead development program, for clinical trials in MS and UC.
Research and development expenses consist of expenses incurred in research and development activities, which include clinical trials, contract research services, certain milestone payments, salaries and related employee benefits, allocated facility costs and other outsourced services. Research and development expenses 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.
11

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.
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 Agreement
Effective June 30, 2025 Immunic AG entered into a licensing agreement 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 September 30, 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. We recognized other income of $0 and $703,000 for the three months ended September 30, 2025 and 2024, respectively and $1.0 million and $742,000 of other income related to research activities performed during the nine months ended September 30, 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
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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.
If SARs meet the requirements to be classified as a liability, the Company shall measure the SARs at each reporting date at their fair value and recognize 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.
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 in the accompanying Consolidated Balance Sheets and consists of foreign currency translation adjustments.
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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 September 30, 2025 and December 31, 2024, respectively, 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, Texas, German and Australian income taxes. The Company is subject to U.S. federal or state income tax examination by tax authorities for tax returns filed for the years 2003 and forward due to the carryforward of NOLs. Tax years 2019 through 2023 are subject to audit by German and Australian tax authorities. The Company is currently under examination by German tax authorities for its Immunic AG and Immunic GMBH subsidiaries for the years ended 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 three and nine months ended September 30, 2025 includes 8,580,507 pre-funded warrants from the January 2024 Financing and 86,666,667 pre-funded warrants from the May 2025 Offering that remain unexercised as of September 30, 2025. The weighted average shares outstanding calculation for basic and diluted earnings per share for the three and nine months ended September 30, 2024 includes 11,193,564 pre-funded warrants from the January 2024 Financing that were unexercised as of September 30, 2024.
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Potentially dilutive securities, which are 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 September 30,
| 2025 |  | 2024
Options to purchase common stock | 25,728,497 |  |  | 11,546,138 |
Placement agent warrants | 283,334 |  |  | — |
| 26,011,831 |  |  | 11,546,138 |

Recently Issued and/or Adopted Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted. The standard will be adopted by the Company for the annual period starting January 1, 2025.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 requirement may be applied prospectively for the current year or retrospectively for all prior periods presented in the financial statements. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.
3. Balance Sheet Details
Other Current Assets and Prepaid Expenses
Other Current Assets and Prepaid Expenses consist of (in thousands):

| September 30, 2025 |  | December 31, 2024
Prepaid clinical and related costs | $ | 2,646 |  |  | $ | 1,871 |
VAT receivable | 177 |  |  | 647 |
Prepaid insurance | 500 |  |  | 198 |
Other | 818 |  |  | 948 |
Total | $ | 4,141 |  |  | $ | 3,664 |

Accounts Payable
Accounts Payable consist of (in thousands):

| September 30, 2025 |  | December 31, 2024
Clinical costs | $ | 7,349 |  |  | $ | 7,561 |
Legal and audit costs | 130 |  |  | 31 |
Other | 439 |  |  | 254 |
Total | $ | 7,918 |  |  | $ | 7,846 |

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Accrued Expenses
Accrued Expenses consist of (in thousands):

| September 30, 2025 |  | December 31, 2024
Accrued clinical and related costs | $ | 17,163 |  |  | $ | 12,456 |
Accrued legal and audit costs | 179 |  |  | 72 |
Accrued compensation | 1,767 |  |  | 354 |
Accrued other | 345 |  |  | 31 |
Total | $ | 19,454 |  |  | $ | 12,913 |

Other Current Liabilities
Other Current Liabilities consist of (in thousands):

| September 30, 2025 |  | December 31, 2024 |
Lease liabilities | $ | 666 |  |  | $ | 740 |  |
SARs liability | 1,504 |  |  | — |  |
Other | 537 |  |  | 676 |  |
Total | 2,707 |  |  | 1,416 |  |

4. 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 $325,000 and $260,000 for the three months ended September 30, 2025 and 2024, respectively and $916,000 and $787,000 for the nine months ended September 30, 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.
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Maturities of the operating lease obligation are as follows as of September 30, 2025 (in thousands):

2025 | $ | 212 |
2026 |  | 449 |
2027 |  | 87 |
2028 |  | 84 |
2029 |  | — |
Thereafter |  | — |
Total |  | 832 |
Interest |  | (40) |
Present Value of obligation | $ | 792 |

5. Fair Value
The following fair value hierarchy tables present information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

| Fair Value Measurement at September 30, 2025
| Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Money market funds | $ | 26,027 |  |  | $ | 26,027 |  |  | $ | — |  |  | $ | — |
Total assets at fair value | $ | 26,027 |  |  | $ | 26,027 |  |  | $ | — |  |  | $ | — |

| 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 | $ | 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 4.0% 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 September 30, 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
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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 roll-forward 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 $1.5 million as of September 30, 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.
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, 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 September 30, 2025:

| July 7, 2025 |  | September 30, 2025
Expected term (years) | 1-2.90 |  | 0.90-2.80
Risk-free interest rate | 4.17%-4.38% |  | 3.79%-4.11%
Stock price volatility | 85%-115% |  | 85%-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.
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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 amount available under the 2023 Shelf Registration Statement was reduced by $70.1 million to $342.2 million as of September 30, 2025.
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 circumstances, including the occurrence of a material adverse effect on us. As of September 30, 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 three or nine months ended September 30, 2025.
For the nine months ended September 30, 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. The Company did not have any ATM activity for the three months ended September 30, 2024.
Equity Offerings
April 2025 Offering
On April 9, 2025, Immunic 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 the Company’s common stock, par value $0.0001 per share. The purchase price per share was $0.90 for aggregate gross proceeds to the Company 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 became exercisable, in whole or in part, commencing 180 days from the date of the Placement Agency Agreement and will expire on the five year 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.
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The shares issued in the April 2025 Offering were registered under the Securities Act of 1933, as amended (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, Immunic entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, issuance and sale of (i) pre-funded warrants to purchase an aggregate of 86,666,667 shares of common stock, of the Company (the “Pre-Funded Warrants”), (ii) accompanying series A warrants to purchase an aggregate of 86,666,667 shares of common stock of the Company (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 of the Company (or Pre-Funded Warrants) (the “Series B Warrants”) (the “May 2025 Offering”). The price per 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. Each Series A Warrant is immediately exercisable for one share of common stock at an exercise price of $0.75 per share and will expire on December 31, 2025. 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. Each Series A Warrant and Series B Warrant will immediately expire in proportion to the extent that the corresponding Pre-Funded Warrant is exercised prior to September 30, 2025; provided that this term will not apply to the Series B Warrants immediately as of the date of achievement of the VWAP Target. The holder of the Pre-Funded Warrants and Series B Warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of such warrant in shares of common stock determined according to the formula set forth in the applicable warrant. Holders of Series A Warrants may, provided there is no effective registration statement or prospectus available which covers the warrants and shares of common stock issuable upon exercise of the Series A Warrants, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Series A Warrant.
The Company is prohibited from effecting an exercise of any Pre-Funded Warrants, Series A Warrants or Series B Warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of common stock outstanding immediately after giving effect to the exercise (the “Beneficial Ownership Limitation”), which percentage may be increased or decreased at the holder’s election, not to exceed 19.99%. Any increase to the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. If a holder is not permitted to exercise a Series A Warrant or a Series B Warrant for common stock due to the Beneficial Ownership Limitation, then the holder may exercise such Series A Warrant or Series B Warrant for an equivalent number of Pre-Funded Warrants.
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. The Company may receive up to an aggregate of $130 million of additional gross proceeds if the Series A Warrants and Series B Warrants are exercised in full 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 Securities and Exchange Commission (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 (the “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
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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. The Company allocated the transaction costs across the instruments on a relative fair value basis at the grant date. As a result $4.0 million was netted against the equity proceeds and $1.7 million was recorded in other expense in the Consolidated Statements of Operations for the nine months ended September 30, 2024.
The Company registered for resale by the investors in the January 2024 Financing up to 55,944,850 shares of common stock issued (or issuable upon exercise of pre-funded warrants) in the first tranche. The Company will not receive any proceeds from the sale of these shares of common stock. 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 September 30, 2025, no cash dividends had been declared or paid.
Notice of Non-Compliance with Nasdaq Listing Rule 5450(a)(1)
On June 27, 2025, Immunic, Inc. received a written notification (the “Notice Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that we were not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price for our common stock was below the $1.00 per share requirement for the last 30 consecutive business days. The Notice Letter stated that we have 180 calendar days, or until December 24, 2025 (the “Initial Compliance Period”), to regain compliance with the minimum bid price requirement. If we do not regain compliance by the end of the Initial Compliance Period, we may apply for an additional compliance period as provided for in the Notice Letter. Nasdaq’s determination of whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market,
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with the exception of the minimum bid price requirement, and a written notice of our intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.
The Notice Letter has no immediate effect on the listing of our common stock on The Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we can regain compliance if the closing bid price of our common stock is at least $1.00 for a minimum of 10 consecutive business days. In the event that we do not regain compliance with Listing Rule 5450(a)(1) prior to the expiration of the Initial Compliance Period (or additional compliance period, if applicable), we will receive written notification that our securities are subject to delisting.
The Company has been actively monitoring the closing bid price of its common stock and has been evaluating available options to regain compliance with the minimum bid price requirement and remain listed on the Nasdaq Global Select Market. However, the closing bid price of our common stock remains well below the minimum $1.00 per share requirement and the Company may not be able to regain compliance with the minimum bid price requirement before expiration of the Initial Compliance Period on December 24, 2025. Therefore, the Company is currently considering whether to apply for initial listing on the Nasdaq Capital Market to seek an additional 180-day compliance period to regain compliance with the minimum $1.00 closing bid price requirement. If we pursue that course, Nasdaq’s determination of whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (with the exception of the minimum bid price requirement). Even if we are able to list on the Nasdaq Capital Market, we might not remain in compliance with the other listing standards for the Nasdaq. A switch in the trading market of the Company’s common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market could be expected to have a material adverse effect on the trading price and liquidity of the common stock.
Pre-funded Warrants
The Company issued 11,193,564 pre-funded warrants in connection with the January 2024 Financing, 2,613,057 of which were exercised in the quarter ended June 30, 2025 and 8,580,507 of which remain outstanding as of September 30, 2025.
The Company issued 86,666,667 pre-funded warrants in connection with the May 2025 Offering, All of which were outstanding as of September 30, 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 issued or outstanding as of September 30, 2025.
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Stock Reserved for Future Issuance
Shares reserved for future issuance at September 30, 2025 are as follows:

| Number of Shares
Common stock reserved for issuance for: |
2021 Employee stock purchase plan | 708,161 |
Shares reserved for the January 2024 Pre-funded stock warrants | 8,580,507 |
Placement agent warrants | 283,334 |
Outstanding stock options | 25,728,497 |
Shares reserved for the second tranche of the January 2024 financing | 46,620,046 |
Maximum shares reserved for the third tranche of the January 2024 financing | 46,620,046 |
Shares reserved for the May 2025 Pre-funded warrants | 86,666,667 |
Shares reserved for the May 2025 Series A warrants | 86,666,667 |
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 | 389,308,174 |

The second and third tranches of this financing were not exercised and expired on October 31, 2025 and are therefore no longer reserved for future issuance at November 11, 2025. In addition, 21,635,000 of the May 2025 Pre-funded warrants were exercised as of November 11, 2025 and no longer reserved for future issuance.
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 491,839 shares life-to-date under the ESPP. The Company recognized $22,000 and $70,000 of expense related to the plan during the three and nine months ended September 30, 2025, respectively. The Company recognized $24,000 of expense related to the plan during the three and nine months ended September 30, 2024.
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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 and March 4, 2024) is currently administered by the Board, or, at the discretion of the Board, by a committee of the Board, which determines the exercise prices, vesting schedules and other restrictions of awards under the 2019 Plan at its discretion. 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.
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 compensation being recognized by the Company over the remaining term of the repriced grants. $0 and $0.1 million was recognized in the three months and nine months ended September 30, 2025, respectively and $86,000 and $1.0 million of this amount was recognized in the three months and nine months ended September 30, 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 nine months ended September 30, 2025 and 2024, respectively, for 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 September 30, 2025 | 25,728,497 |  |  | $ | 1.21 |  |  | 8.56 |  | $ | 1,058,962 |
Options exercisable as of September 30, 2025 | 8,105,832 |  |  | $ | 1.62 |  |  | 7.14 |  | $ | 39,947 |

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| 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 | 5,715,349 |  |  | $ | 1.23 |  |  |  |  |
Exercised | — |  |  | $ | — |  |  |  |  |
Repricing modification | — |  |  | $ | 9.55 |  |  |  |  |
Forfeited or expired | (365,351) |  |  | $ | 2.08 |  |  |  |  |
Outstanding as of September 30, 2024 | 11,546,138 |  |  | $ | 1.63 |  |  | 8.33 |  | $ | 2,794,286 |
Options exercisable as of September 30, 2024 | 4,171,969 |  |  | $ | 2.09 |  |  | 7.07 |  | $ | 329,830 |

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:
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 nine months ended September 30, 2025 and 2024 was $0.67 and $0.99, 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:

| Nine Months Ended September 30,
| 2025 | 2024
Risk-free interest rate | 4.14% | 4.11%
Expected dividend yield | 0% | 0%
Expected volatility | 116.0% | 100.0%
Expected term of options (years) | 5.91 | 5.95

As of September 30, 2025, there was $13.9 million in total unrecognized compensation expense relating to the 2019 Plan to be recognized over a weighted average period of 3.0 years.
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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 consist 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 is 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. Vesting of SA SARs are subject to service and implied market conditions. The SA SARs vest on August 1, 2026 and expire ten years from the date of grant.
•SARs tied to the exercise of Series B Warrants (SB SARs): The maximum number of SB SARs is capped at up to 10,000,000, but the number of SARs exercisable is determined based on the percentage of Series B Warrants to be exercised out of a total of 86,666,667 shares of Series B Warrants issued. Vesting of SB SARs are subject to service and implied market conditions. The SB SARs vest on August 1, 2026 and expire ten years from the date of grant.
•SARs tied to the issuance of Tranche Two Shares (T2 SARs): The maximum number of T2 SARs is capped at up to 5,000,000, but the number of SARs exercisable is determined based on the percentage of Tranche Two Shares to be issued out of a total of 46,620,046 shares. Vesting of T2 SARs are 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 is capped at up to 5,000,000, but the number of SARs exercisable is determined based on the percentage of Tranche Three Shares to be issued out of a total of 46,620,046 shares. Vesting of T3 SARs are 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.
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 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 | — |  |  | $— |  |  |  |
Balance at September 30, 2025 | 34,998,367 |  |  | $0.765 |  | 9.76 |  | $4,080,809
Exercisable at September 30, 2025 | — |  |  | $— |  | — |  | $—

The September 30, 2025 fair value of the SARs is $0.404 per share for TB SARs, $0.326 per share for SA SARs, $0.394 per share for SB SARs, $0.013 for T2 SARs, and $0.013 for T3 SARs.
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For the three months and nine months ended September 30, 2025, the Company recognized $1.5 million compensation expenses and corresponding liability for the same amount for the SARs. As of September 30, 2025, the unrecognized compensation expense is $7.8 million which is expected to be recognized over a weighted average period of 1.31 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, 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 September 30, 2025:

| July 7, 2025 |  | September 30, 2025
Expected term (years) | 1-2.90 |  | 0.90-2.80
Risk-free interest rate | 4.17%-4.38% |  | 3.79%-4.11%
Stock price volatility | 85%-115% |  | 85%-115%
Probability (1) | 50%-50% |  | 50%-50%
Dividend rate | — | % |  | — | %

(1) Scenario probability was based on timing expectations of the Company that a corporate transaction occurring was estimated at 50%; and a corporate transaction not occurring at 50%.
Stock-Based Compensation Expense
Total stock-based compensation expense for all stock awards recognized in the accompanying unaudited condensed consolidated statements of operations is as follows:

|  |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  |  |  | 2025 |  | 2024 |  | 2025 |  | 2024
Research and development |  |  |  |  | $ | 1,539,000 |  |  | $ | 811,000 |  |  | $ | 3,131,000 |  |  | $ | 2,816,000 |
General and administrative |  |  |  |  | 2,075,000 |  |  | 1,099,000 |  |  | 4,424,000 |  |  | 3,726,000 |
Total |  |  |  |  | $ | 3,614,000 |  |  | $ | 1,910,000 |  |  | $ | 7,555,000 |  |  | $ | 6,542,000 |

Summary of Equity Incentive Plans Assumed from Vital
Upon completion of the Transaction with Vital Therapies, inc. ("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 September 30, 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 three or nine months ended September 30, 2025 and 2024, respectively.
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8. Related Party Transactions
Executive Chairman Agreement with Duane Nash
On April 15, 2020, the Compensation Committee of the Board of Directors of the Company independently reviewed and approved entering into an employment agreement with the Executive Chairman of the Board, Duane Nash, MD, JD, MBA (the “Executive Chairman Agreement”) and pursuant to such approval, on April 17, 2020, the Company and Dr. Nash entered into the Executive Chairman Agreement. The Executive Chairman Agreement establishes an “at will” employment relationship. On October 17, 2023, Immunic, Inc. and Dr. Duane Nash entered into Addendum Number 5 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2024. In connection with Addendum Number 5, the Company increased Dr. Nash’s monthly base salary to $32,368 from $30,250 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board). On August 29, 2024, Immunic, Inc. and Dr. Duane Nash entered into Addendum Number 6 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2025. In connection with Addendum Number 6, the Company increased Dr. Nash’s monthly base salary in 2025 to $33,986 from $32,368 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board) All other terms of the Executive Chairman Agreement remain the same.
9. Commitments and Contingencies
Contractual Obligations
As of September 30, 2025, the Company has non-cancelable contractual obligations under certain agreements related to its development programs for vidofludimus calcium and IMU-856 totaling approximately $2.5 million, all of which is expected to be paid in 2025 and 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 Agreement
Effective June 30, 2025, Immunic AG entered into a licensing agreement 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 for these molecules.
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.
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10. 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 three and nine months ended September 30:
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| Three Months Ended September 30,
| 2025 |  | 2024
Operating expenses: |  |  |
Clinical product candidates | $ | 15,285 |  |  | 17,338 |
Pre-clinical product candidates | 480 |  |  | 359 |
Employee costs- research and development | 2,463 |  |  | 2,074 |
Employee costs-general and administrative | 1,661 |  |  | 1,575 |
Non-cash stock compensation | 3,614 |  |  | 1,910 |
Depreciation expense | 40 |  |  | 42 |
Professional fees and other segment expenses | 2,450 |  |  | 2,428 |
Total operating expenses | 25,993 |  |  | 25,726 |
Loss from operations | (25,993) |  |  | (25,726) |
Interest income | 419 |  |  | 776 |
Other income (expense) | (5) |  |  | 582 |
Net loss | $ | (25,579) |  |  | $ | (24,368) |
| Nine Months Ended September 30,
| 2025 |  | 2024
Operating expenses: |  |  |
Clinical product candidates | $ | 50,776 |  |  | 47,220 |
Pre-clinical product candidates | 825 |  |  | 760 |
Employee costs- research and development | 7,224 |  |  | 5,955 |
Employee costs-general and administrative | 5,305 |  |  | 4,279 |
Non-cash stock compensation | 7,555 |  |  | 6,541 |
Depreciation expense | 126 |  |  | 99 |
Professional fees and other segment expenses | 8,090 |  |  | 7,567 |
Total operating expenses | 79,901 |  |  | 72,421 |
Loss from operations | (79,901) |  |  | (72,421) |
Interest income | 843 |  |  | 2,961 |
Change in fair value of the tranche rights | — |  |  | (4,796) |
Other income (expense) | 1,186 |  |  | (1,076) |
Net loss | $ | (77,872) |  |  | $ | (75,332) |

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and notes thereto included in Item 1 “Financial Statements” in this Quarterly Report on Form 10-Q (this "Quarterly Report") and audited Consolidated Financial Statements for the years ended December 31, 2024 and 2023 of Immunic, Inc. filed with the Securities and Exchange Commission ("SEC"), in our Annual Report on Form 10-K on March 31, 2025. As used in this report, unless the context suggests otherwise, “we,” “us,” “our,” “the Company” or “Immunic” refer to Immunic, Inc. and its subsidiaries.
Forward-Looking Statements
In addition to historical information, this Quarterly Report includes forward-looking statements within the meaning of federal securities laws. Forward-looking statements are subject to certain risks and uncertainties, many of which are beyond our
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control. Such statements include, but are not limited to, statements preceded by, followed by or that otherwise include the words, “believe,” “may,” “might,” “can,” “could,” “will,” “would,” “should,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “project,” “expect,” “potential,” “predicts,” or similar expressions and the negatives of those terms.
Forward-looking statements discuss matters that are not historical facts. Our forward-looking statements involve assumptions that, if they ever materialize or prove correct, could cause our results to differ materially from those expressed or implied by such forward-looking statements. In this Quarterly Report, for example, we make forward-looking statements, among others, regarding our development programs, potential strategic options; financial estimates and projections; and the sufficiency of our capital resources to fund our operations.
The inclusion of any forward-looking statements in this Quarterly Report should not be regarded as a representation that any of our plans will be achieved. Our actual results may differ from those anticipated in our forward-looking statements as a result of various factors, including those noted below under the caption “Part II, Item 1A-Risk Factors,” and the risk factors
described in our most recent Annual Report on Form 10-K filed with the SEC, and the differences may be material. These risk factors include, but are not limited to statements relating to our development programs and the targeted diseases; the potential for vidofludimus calcium and IMU-856 to safely and effectively target diseases; the nature, strategy and focus of the Company; expectations regarding our capitalization and financial resources; the development, timing and commercial potential of any product candidates of the Company; and our ability to attract and retain certain personnel important to our ongoing operations and to maintain effective internal control over financial reporting.
Although our forward-looking statements reflect the current good faith judgment of our management, these statements are based only on facts and factors currently known by us. As a result, investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update such statements to reflect events or circumstances after the date hereof, except as required by law.
Overview
Immunic, Inc. (“Immunic," “we,” “us,” “our” or the "Company") is a late-stage biotechnology company pioneering the development of novel oral therapies for neurologic and gastrointestinal diseases. We are headquartered in New York City with our main operations in Gräfelfing near Munich, Germany. We had approximately 90 employees as of November 3, 2025.
We are 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 MS ("RRMS"), progressive MS (”PMS”) and moderate-to-severe ulcerative colitis (“UC”); the IMU-856 program, which is targeted to regenerate bowel epithelium and restore intestinal barrier function, which could potentially be applicable in numerous gastrointestinal diseases, such as celiac disease, inflammatory bowel disease (“IBD”), Graft-versus-Host-Disease ("GvHD") and possibly weight management; and the IMU-381 program, which is a next generation molecule being developed to specifically address gastrointestinal diseases.
The following table summarizes the potential indications, clinical targets and clinical development status of our three product candidates:
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Our most advanced drug candidate, vidofludimus calcium (IMU-838), is being tested in ongoing MS trials as part of its overall clinical development program in order to support potential regulatory approvals for patients with MS in major markets.
The Phase 3 ENSURE program of vidofludimus calcium in RMS, comprising twin studies evaluating efficacy, safety, and tolerability of vidofludimus calcium versus placebo, is currently ongoing. On October 22, 2024, we announced a positive outcome of an interim analysis of the ENSURE program, with an unblinded Independent Data Monitoring Committee ("IDMC") confirming that the predetermined futility criteria have not been met and recommending that both ENSURE trials should continue without changes, including no need for a potential increase of the sample size. On June 5, 2025, we announced completion of enrollment for both ENSURE trials. Each of the trials enrolled adult patients with active RMS at more than 100 sites in 15 countries. In total, 1,121 patients in ENSURE-1 and 1,100 patients in ENSURE-2 have been randomized in a double-blinded fashion to either 30 mg daily doses of vidofludimus calcium or placebo. The top-line data for both ENSURE trials is expected by the end of 2026. Although we currently believe that this goal is achievable, it is dependent on numerous factors, most of which are not under our direct control and can be difficult to predict. We plan to periodically review this assessment and provide updates of material changes as appropriate.
Our Phase 2 CALLIPER trial of vidofludimus calcium in PMS was designed to corroborate vidofludimus calcium’s neuroprotective potential and to evaluate the clinical efficacy, safety and tolerability of vidofludimus calcium in a broad set of PMS patients to determine the suitability of advancing to a confirmatory Phase 3 program. On October 9, 2023, we announced positive interim data from the CALLIPER trial, showing biomarker evidence that vidofludimus calcium’s activity extends beyond the previously observed anti-inflammatory effects, thereby further reinforcing its neuroprotective potential. In 2025, we announced positive clinical data from the CALLIPER trial, showing substantial and medically relevant reductions in 24-week confirmed disability progression across disability endpoints, patient populations and subgroups without evidence of focal inflammation; substantial and statistically significant data regarding confirmed disability improvement; and reductions in the annualized rate of thalamic brain volume loss and volume of new or enlarging T2 lesions. The data also confirmed the favorable safety and tolerability profile of vidofludimus calcium already observed in previous clinical trials.
If approved, we believe that vidofludimus calcium, with combined neuroprotective, anti-inflammatory, and antiviral effects as well as a favorable safety and tolerability profile, has the potential to be a unique treatment option targeted to the complex pathophysiology of MS. Preclinical data showed that vidofludimus calcium activates the neuroprotective transcription factor nuclear receptor-related 1 (“Nurr1”), which is associated with direct neuroprotective effects and may enhance the potential benefit for patients. Additionally, vidofludimus calcium is a known inhibitor of the enzyme dihydroorotate dehydrogenase (“DHODH”), which is a key enzyme in the metabolism of overactive immune cells and virus-infected cells. This mechanism is associated with the anti-inflammatory and antiviral effects of vidofludimus calcium. We believe that the combined mechanisms of vidofludimus calcium are unique in the MS space and support the therapeutic performance observed in our Phase 2 EMPhASIS trial in RRMS patients and in our Phase 2 CALLIPER trial in PMS patients. Vidofludimus calcium has shown a consistent pharmacokinetic, safety and tolerability profile in clinical trials reported, to date, and has already been exposed to approximately 2,700 human subjects and patients in either of the drug’s formulations.
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IMU-856 is an orally available and systemically acting small molecule modulator that targets Sirtuin 6 (“SIRT6”), a protein which serves as a transcriptional regulator of intestinal barrier function and regeneration of bowel epithelium. Based on preclinical data, we believe this compound may represent a unique treatment approach, as the mechanism of action targets the restoration of the intestinal barrier function and bowel wall architecture in patients suffering from gastrointestinal diseases such as celiac disease, IBD, GvHD and other intestinal barrier function associated diseases. Based on preclinical investigations demonstrating no suppression of immune cells, IMU-856 may have the potential to maintain immune surveillance for patients during therapy, which would be an important advantage versus immunosuppressive medications and may allow the potential for combination with available treatments in gastroenterological diseases.
Data from a Phase 1b clinical trial in celiac disease patients during periods of gluten-free diet and gluten challenge demonstrated positive effects for IMU-856 over placebo in four key dimensions of celiac disease pathophysiology: protection of the gut architecture, improvement of patients’ symptoms, biomarker response, and enhancement of nutrient absorption. IMU-856 was also observed to be safe and well-tolerated in this trial. In a post hoc analysis of this Phase 1b clinical trial, IMU-856 demonstrated a dose-dependent increase of endogenous glucagon-like peptide-1 (“GLP-1”) levels. IMU-856 also showed a dose-dependent reduction of body weight gain and food consumption in preclinical in vivo testing. These two effects may indicate the potential for IMU-856 as an oral treatment option for weight management. Contingent on financing, licensing or partnering, we are currently preparing further clinical testing of IMU-856.
Immunic has selected IMU-381 as a development candidate to specifically address gastrointestinal diseases. IMU-381 is a next generation molecule with improved overall properties, supported by a series of chemical derivatives. IMU-381 is currently in preclinical testing.
Additional research and development activities remain ongoing through preclinical research examining the potential to treat a broad set of neuroinflammatory, autoimmune and viral diseases with new molecules leveraging our chemical and pharmacological research platform as well as generated intellectual property in these areas. We are also exploring several options to possibly support further development of certain assets and technologies, including a potential spin-off into a new company and potential licensing transactions.
We expect to continue to lead most of our research and development activities from our Gräfelfing, Germany location, where dedicated scientific, regulatory, clinical and medical teams conduct their activities. Due to these teams' key relationships with local and international service providers, we anticipate that this should result in more timely and cost-effective execution of our development programs. In addition, we are using our subsidiary in Melbourne, Australia to perform research and development activities in the Australasia region. We also conduct preclinical work in our laboratory in Martinsried, Germany and in Halle/Saale, Germany through a collaboration with the Fraunhofer Institute.
Our business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including delays in clinical trials, the failure of our clinical trials to meet their endpoints, failure to obtain regulatory approval and failure to obtain needed additional funding on acceptable terms, if at all, to complete the development and commercialization of our three development programs.
Strategy
We are focused on the development of new molecules that maximize the therapeutic benefits for patients by uniquely addressing biologically relevant immunological targets. We take advantage of our established research and development infrastructure and operations in Germany and Australia to more efficiently develop our product candidates in indications of high unmet need and where the product candidates have the potential to elevate the standard of care for the benefit of patients. Given the mechanisms of action and the data generated for our product candidates, to date, we continue to execute on the clinical development of our programs for established indications as well as explore additional indications where patients could potentially benefit from the unique profiles of each product candidate.
We are currently focused on maximizing the potential of our development programs through the following strategic initiatives:
•Executing the ongoing Phase 3 ENSURE clinical trials of vidofludimus calcium in RMS.
•Completing the analysis of the full data set of the Phase 2 CALLIPER clinical trial and continuing to discuss the results with healthcare authorities to determine appropriate next steps for vidofludimus calcium in PMS.
•Executing the IMU-856 development program, including preparation of additional clinical testing.
•Continuing preclinical research to complement the existing clinical activities, explore additional indications for potential future development and generating additional molecules for potential future development.
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•Facilitating readiness for potential commercial launch of our product candidates, if regulatory approvals are received, through targeted and stage-appropriate pre-commercial activities.
•Evaluating potential strategic collaborations for each product candidate in order to complement our existing research and development capabilities and to facilitate potential commercialization of these product candidates by taking advantage of the resources and capabilities of strategic collaborators in order to enhance the potential and value of each product candidate.
Financial Condition, Liquidity and Going Concern
We have no products approved for commercial sale and have not generated any revenue from product sales. We have never been profitable and have incurred operating losses in each year since inception in 2016. We have an accumulated deficit of approximately $589.3 million as of September 30, 2025 and $511.4 million as of December 31, 2024. Substantially all of our operating losses resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.
We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future as we initiate and continue the development of our product candidates and add personnel necessary to advance our pipeline of product candidates. We expect that our operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to the timing of development programs.
From inception through September 30, 2025, we have raised net cash of approximately $496.3 million from private and public offerings of common stock, pre-funded warrants, common stock purchase warrants and tranche rights. As of September 30, 2025, we had cash and cash equivalents of approximately $35.1 million. With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these consolidated financial statements included in this Quarterly Report without raising additional capital and such actions are not solely within the control of the Company. If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Key Status Updates
Presented Key Vidofludimus Calcium Data at the 41st Congress of ECTRIMS, Highlighting Its Potential in MS
On September 24, 2025, we presented key vidofludimus calcium data at the 41st Congress of the European Committee for Treatment and Research in Multiple Sclerosis (“ECTRIMS”). The results from our Phase 2 CALLIPER trial in PMS, also selected for the Best of ECTRIMS 2025 slide deck, highlight vidofludimus calcium's neuroprotective potential and its promise to slow disease progression in patients with or without focal inflammation. Importantly, the consistent 24-week confirmed disability worsening (“24wCDW”) results across disability endpoints, patient populations and subgroups, including in patients without evidence of baseline inflammatory gadolinium-enhancing (“Gd+”) lesions during magnetic resonance imaging (“MRI”), were seen both in the overall population and in the primary progressive multiple sclerosis (“PPMS”) and non-active secondary progressive multiple sclerosis (“naSPMS”) subgroups. Additionally, newly available data regarding 24-week confirmed disability improvement (“24wCDI”) showed an over two-fold probability for vidofludimus calcium over placebo, statistically significant in the overall PMS population, with consistent trends across the subtypes. The CALLIPER findings support clinically measurable neuroprotective effects of vidofludimus calcium, consistent with its Nurr1 activation mechanism. We believe that, since 24wCDW is an accepted regulatory endpoint to demonstrate clinical benefit in PMS, this evidence of clinical activity merits further investigation and de-risks a potential Phase 3 program.
Moreover, at ECTRIMS, we also presented additional long-term data from the open-label extension (“OLE”) period of our Phase 2 EMPhASIS trial in RRMS which further reinforced the robust efficacy signals and favorable safety and tolerability observed, to date. The long-term EMPhASIS OLE data demonstrated that vidofludimus calcium was well-tolerated in patients with RRMS for treatment durations of up to 5.5 years. Among 182 patients remaining on therapy as of January 14, 2025, cumulative exposure totaled approximately 952 treatment years, with an annualized discontinuation rate of only approximately 6.4%. The most common treatment-emergent adverse events were mild, with low rates of renal and liver-related events and no new safety signals observed. Serious adverse events were infrequent and none were deemed related to treatment. These results suggest a favorable long-term safety and tolerability profile for vidofludimus calcium in RRMS.
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Received Notice of Allowance from the United States Patent and Trademark Office Protecting Vidofludimus Calcium's Dose Strengths in PMS
On September 9, 2025, we announced that we received a Notice of Allowance from the United States Patent and Trademark Office (“USPTO”) for patent application 18/529,946, entitled "Treatment of multiple sclerosis comprising DHODH inhibitors." Specifically, the resulting patent covers dose strengths associated with vidofludimus calcium and other salt forms as well as free acid forms, at a daily dose of about 10 mg to 45 mg, for the treatment of PMS, including the sub-groups PPMS and secondary progressive multiple sclerosis (“SPMS”). The patent is expected to provide protection into 2041, and a potential Patent Term Extension may offer additional market exclusivity in the United States. Allowance of this new key patent represents a significant advancement for vidofludimus calcium program in PMS and further strengthens its robust, multi-layered intellectual property portfolio.
New, Positive Long-Term Open-Label Extension Data From Phase 2 EMPhASIS Trial of Vidofludimus Calcium in RRMS
On June 24, 2025, we announced new long-term OLE data from our Phase 2 EMPhASIS trial in patients with RRMS. The data at week 144 showed that 92.3% of patients remained free of 12-week CDW, and 92.7% free of 24-week CDW. A total of 29 CDW events were confirmed at 12 weeks following the trigger event through week 144. Of these, 44.8% were associated with relapse-associated worsening (“RAW”), while only 13.8% were associated with progression independent of relapse activity (“PIRA”). Additionally, the cumulative data available from the EMPhASIS OLE period, thus far, further reinforces the favorable safety and tolerability profile of vidofludimus calcium, showing low discontinuation rates and low rates of treatment-emergent and serious adverse events. Importantly, no new safety signals have emerged during treatment durations up to 5.5 years.
The Phase 2 EMPhASIS trial in RRMS includes an optional OLE period for up to 9.5 years to evaluate long-term safety and tolerability of vidofludimus calcium. Of the 268 patients that started the double-blind main treatment period, 254 patients continued in the OLE period. At the time of data cutoff on January 14, 2025, 182 patients (71.6% of patients starting OLE) were evaluated up to week 144, which translates into approximately 952 overall treatment years.
Completion of Enrollment for Both Phase 3 ENSURE Trials of Vidofludimus Calcium in RMS
On June 5, 2025, we also announced completion of enrollment for both Phase 3 ENSURE trials. The ENSURE program comprises two identical multicenter, randomized, double-blind Phase 3 trials designed to evaluate the efficacy, safety and tolerability of vidofludimus calcium versus placebo in RMS patients. Each of the trials, titled ENSURE-1 and ENSURE-2, enrolled adult patients with active RMS at more than 100 sites in 15 countries, including the United States, India and countries in the Middle East and North Africa (“MENA”) region, Latin America, and Central and Eastern Europe. In total, 1,121 patients in ENSURE-1 and 1,100 patients in ENSURE-2 have been randomized in a double-blinded fashion to either 30 mg daily doses of vidofludimus calcium or placebo. The primary endpoint for both trials is time to first relapse up to 72 weeks. Secondary endpoints include time to confirmed disability worsening based on the expanded disability status scale ("EDSS"), volume of new T2-lesions, time to sustained clinically relevant changes in cognition, and MRI-based endpoints. The top-line data from both ENSURE trials is expected by the end of 2026, which should allow for a synchronized readout and a pooled assessment of the confirmed disability worsening secondary endpoint.
Additional Data from Phase 2 CALLIPER Trial of Vidofludimus Calcium in PMS
On June 5, 2025, we announced additional data from our Phase 2 CALLIPER trial in PMS, further supporting the positive top-line results announced on April 30, 2025. Building on the top-line data showing reductions in the relative risk of 24wCDW events based on the EDSS at the end of the main treatment period, newly available data for the secondary endpoint of time to 24wCDW based on the EDSS further reinforces the neuroprotective potential of vidofludimus calcium in the overall PMS patient population and in the PPMS, naSPMS and active secondary progressive multiple sclerosis (“aSPMS”) subtypes. Similarly, consistent with the top-line data, further analyses of subpopulations – both with and without inflammatory gadolinium-enhanced lesion activity at baseline, who are largely shown to not benefit from current anti-inflammatory therapies – continued to demonstrate promising results for the overall study population as well as the PPMS and naSPMS subtypes.
Vidofludimus Calcium Reduced Risk of Disability Worsening in Progressive Multiple Sclerosis Patients from Phase 2 CALLIPER Trial
On April 30, 2025, we announced positive data from our Phase 2 CALLIPER trial of vidofludimus calcium in patients with PMS. In the overall PMS patient population, vidofludimus calcium reduced the relative risk of 24wCDW events based on changes in the EDSS compared to placebo. Further analyses by disease subtype demonstrated that vidofludimus calcium was
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associated with similar reductions in the relative risk of 24wCDW events in the PPMS and the naSPMS study populations compared to placebo. A consistent reduction of disability worsening was observed in the different subpopulations with or without inflammatory gadolinium-enhanced lesion activity at baseline and during the study. Vidofludimus calcium reduced the relative risk of 24wCDW events in patients without gadolinium-enhancing lesions at baseline compared to placebo.
While vidofludimus calcium had a modest benefit on the exploratory primary MRI endpoint, vidofludimus calcium substantially reduced the annualized rate of thalamic brain volume loss in patients with PMS compared to placebo. The total volume of new or enlarging T2 lesions showed a substantial difference between vidofludimus calcium and placebo over time, with vidofludimus calcium decreasing and placebo increasing.
The top-line CALLIPER data set supports the favorable safety and tolerability profile of vidofludimus calcium already observed in previous clinical trials. No new safety signals were identified.
IMU-856 Demonstrated Dose-Dependent Increase of GLP-1 in Celiac Disease Patients and Corresponding Effects in Preclinical Testing
On February 20, 2025, we announced that IMU-856 demonstrated a dose-dependent increase of endogenous GLP-1 levels in a post hoc analysis of patients from our Phase 1b clinical trial in celiac disease. IMU-856 also showed a dose-dependent reduction of body weight gain and food consumption in preclinical in vivo testing. These effects may indicate the potential for IMU-856 as an oral treatment option for weight management.
The post hoc analysis of our Phase 1b clinical trial of IMU-856 in celiac disease patients measured blood concentrations of GLP-1, between baseline and day 28, in a fasting state. A highly statistically significant (day 29: 80 mg p=0.014; 160 mg p=0.003) and dose-dependent increase of GLP-1 versus placebo control was detectable, even in the small patient population in this Phase 1b clinical trial (baseline: N placebo = 11, N 80 mg IMU-856 = 13, N 160 mg IMU-856 = 13). These clinical findings were corroborated by effects observed in a 6-month preclinical in vivo study, where IMU-856 was found to reduce body weight gain accompanied by food consumption in a dose-dependent fashion up to -40 %, compared to the control group, which was found to be linked to reduced food intake.
April 2025 Offering
On April 9, 2025, Immunic 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 the Company’s common stock, par value $0.0001 per share. The purchase price per share was $0.90 for aggregate gross proceeds to the Company 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 will be exercisable, in whole or in part, commencing 180 days from the date of the Placement Agency Agreement and expiring on the five year 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 of 1933, as amended (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.
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May 2025 Equity Offering
On May 28, 2025, Immunic entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, issuance and sale of (i) pre-funded warrants to purchase an aggregate of 86,666,667 shares of common stock, par value $0.0001 (“Common Stock”) of the Company (the “Pre-Funded Warrants”), (ii) accompanying series A warrants to purchase an aggregate of 86,666,667 shares of Common Stock of the Company (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 of the Company (or Pre-Funded Warrants) (the “Series B Warrants”) (the “May 2025 Offering”). The price per 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. Each Series A Warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.75 per share and will expire on December 31, 2025. 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. Each Series A Warrant and Series B Warrant will immediately expire in proportion to the extent that the corresponding Pre-Funded Warrant is exercised prior to September 30, 2025; provided that this term will not apply to the Series B Warrants immediately as of the date of achievement of the VWAP Target. The holder of the Pre-Funded Warrants and Series B Warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of such warrant in shares of Common Stock determined according to the formula set forth in the applicable warrant. Holders of Series A Warrants may, provided there is no effective registration statement or prospectus available which covers the warrants and shares of Common Stock issuable upon exercise of the Series A Warrants, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Series A Warrant.
The Company is prohibited from effecting an exercise of any Pre-Funded Warrants, Series A Warrants or Series B Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise (the “Beneficial Ownership Limitation”), which percentage may be increased or decreased at the holder’s election, not to exceed 19.99%. Any increase to the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. If a holder is not permitted to exercise a Series A Warrant or a Series B Warrant for Common Stock due to the Beneficial Ownership Limitation, then the holder may exercise such Series A Warrant or Series B Warrant for an equivalent number of Pre-Funded Warrants.
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. The Company may receive up to an aggregate of $130 million of additional gross proceeds if the Series A Warrants and Series B Warrants are exercised in full 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 Securities and Exchange Commission (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 (the “Prospectus Supplement”) filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), on May 30, 2025. The closing of the May 2025 Offering took place on June 3, 2025.
Notice of Non-Compliance with Nasdaq Listing Rule 5450(a)(1)
On June 27, 2025, Immunic received a written notification (the “Notice Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that we were not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price for our common stock was below the $1.00 per share requirement for the last 30 consecutive business days. The Notice Letter stated that we have 180 calendar days, or until December 24, 2025 (the “Initial Compliance Period”), to regain compliance with the minimum bid price requirement. If we do not regain compliance by the end of the Initial Compliance Period, we may apply for an additional compliance period as provided for in the Notice Letter. Nasdaq’s determination of
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whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and a written notice of our intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.
The Notice Letter has no immediate effect on the listing of our common stock on The Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we can regain compliance if the closing bid price of our common stock is at least $1.00 for a minimum of 10 consecutive business days. In the event that we do not regain compliance with Listing Rule 5450(a)(1) prior to the expiration of the Initial Compliance Period (or additional compliance period, if applicable), we will receive written notification that our securities are subject to delisting.
The Company has been actively monitoring the closing bid price of its common stock and has been evaluating available options to regain compliance with the minimum bid price requirement and remain listed on the Nasdaq Global Select Market. However, the closing bid price of our common stock remains well below the minimum $1.00 per share requirement and the Company may not be able to regain compliance with the minimum bid price requirement before expiration of the Initial Compliance Period on December 24, 2025. Therefore, the Company is currently considering whether to apply for initial listing on the Nasdaq Capital Market to seek an additional 180-day compliance period to regain compliance with the minimum $1.00 closing bid price requirement. If we pursue that course, Nasdaq’s determination of whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (with the exception of the minimum bid price requirement). Even if we are able to list on the Nasdaq Capital Market, we might not remain in compliance with the other listing standards for the Nasdaq. A switch in the trading market of the Company’s common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market could be expected to have a material adverse effect on the trading price and liquidity of the common stock.
If the Company’s common stock is delisted from Nasdaq, it could have a material adverse effect on the trading price and
liquidity of the Company’s common stock.
Components of Results of Operations
Revenue
To date, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the foreseeable future. If our development efforts for our product candidates are successful and result in regulatory approval, we may generate revenue in the future from product sales. We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates or achieving market acceptance and commercial success for any product that does receive regulatory approval.
Research and Development Expenses
Research and development expenses consist of costs associated with our research activities, including our product discovery efforts and the development of our product candidates. Our research and development expenses include:
•external research and development expenses and milestone payments incurred under arrangements with third parties, such as CROs, contract manufacturing organizations, collaborations with partners, consultants, and our scientific advisors; and
•internal personnel expenses.
We expense research and development costs as incurred. Non-refundable advance payments for goods and services that will be used in future research and development activities are capitalized as prepaid expenses and expensed when the service has been performed or when the goods have been received.
Since our inception in March 2016, we have spent a total of approximately $441.2 million in research and development expenses through September 30, 2025.
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These costs primarily include external development expenses and internal personnel expenses for the three development programs, vidofludimus calcium, IMU-856 and IMU-381. We have spent the majority of our research and development resources on vidofludimus calcium, our lead development program, for clinical trials in MS and UC.
Our research and development expenses are expected to increase in the foreseeable future as we continue to conduct ongoing research and development activities, initiate new preclinical and clinical trials and build our pipeline of product candidates. Our research and development expenses may also increase in the foreseeable future due to the current inflationary environment as well as supply chain shortages and tariffs, which result in increased costs. The process of conducting clinical trials and preclinical studies necessary to obtain regulatory approval is costly and time consuming. We may never succeed in achieving regulatory approval for any of our product candidates.
Successful development of product candidates is highly uncertain and may not result in approved products. Completion dates and completion costs can vary significantly for each product candidate and are difficult to predict. We anticipate that we will make determinations as to which programs to pursue and how much funding to direct to each program on an ongoing basis in response to the development and regulatory success of each product candidate, and ongoing assessments as to each product candidate’s commercial potential.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel expenses, professional fees for legal, accounting, tax and business consulting services, insurance premiums and stock-based compensation.
Other Income (Expense), Net
Interest Income
Interest income consists of interest earned on our money market funds and bank accounts which are a portion of our cash and cash equivalents balance.
Change in the Fair Value of the Tranche Rights
The change in fair value of the tranche rights is a non-cash charge related to the change in fair value of the tranche 2 and tranche 3 rights associated with the January 2024 Financing from January 8, 2024 until March 4, 2024.
Other Income (Expense), Net
Other income (expense) primarily consists of (i) deal costs from the January 2024 Financing related to tranche rights that were established at the time of the deal closing (ii) a research and development tax incentive related to clinical trials performed in Australia and (iii) a German Government research and development grant.
39

Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024
The following table summarizes our operating expenses for the three months ended September 30, 2025 and 2024:

| Three Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
(dollars in thousands) | (unaudited)
Operating expenses: |  |  |
Research and development | $ | 20,012 |  |  | $ | 21,370 |  |  | $ | (1,358) |  |  | (6) | %
General and administrative | 5,981 |  |  | 4,356 |  |  | 1,625 |  |  | 37 | %
Total operating expenses | 25,993 |  |  | 25,726 |  |  | 267 |  |  | 1 | %
Loss from operations | (25,993) |  |  | (25,726) |  |  | (267) |  |  | 1 | %
Other income: |  |  |  |  |  |  |
Interest income | 419 |  |  | 776 |  |  | $ | (357) |  |  | (46) | %
Other income, net | (5) |  |  | 582 |  |  | $ | (587) |  |  | (101) | %
Total other income | 414 |  |  | 1,358 |  |  | (944) |  |  | (70) | %
Net loss | $ | (25,579) |  |  | $ | (24,368) |  |  | $ | (1,211) |  |  | 5 | %

Research and development expenses decreased by $1.4 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease reflects (i) a $1.3 million decrease in external development costs related to IMU-856, (ii) a $1.1 million decrease in external development costs related to the completion of the Phase 2 Caliper trial in the prior year and (iii) a $0.2 million decrease related to costs across numerous categories. The decrease was offset by a $1.2 million increase in personnel expenses for research and development, of which $0.8 million were related to non-cash share-based compensation.
General and administrative expenses increased by $1.6 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was due to (i) a $1.2 million increase in personnel expenses, of which $1.0 million is related to non-cash share-based compensation and (ii) a $0.4 million increase related to costs across numerous categories.
Interest income decreased by $0.4 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to a lower average cash balance.
Other income decreased by $0.6 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily attributable to a decrease in research and development tax incentives for clinical trials in Australia due to lower clinical trial spend in Australia.
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Comparison of the Nine Months Ended September 30, 2025 and 2024
The following table summarizes our operating expenses for the nine months ended September 30, 2025 and 2024:

| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
(dollars in thousands) | (unaudited)
Operating expenses: |  |  |
Research and development | $ | 62,914 |  |  | $ | 58,429 |  |  | $ | 4,485 |  |  | 8 | %
General and administrative | 16,987 |  |  | 13,992 |  |  | 2,995 |  |  | 21 | %
Total operating expenses | 79,901 |  |  | 72,421 |  |  | 7,480 |  |  | 10 | %
Loss from operations | (79,901) |  |  | (72,421) |  |  | (7,480) |  |  | 10 | %
Other income (expense): |  |  |  |  |  |  |
Interest income | 843 |  |  | 2,961 |  |  | (2,118) |  |  | (72) | %
Change in fair value of the tranche rights | — |  |  | (4,796) |  |  | 4,796 |  |  | N/A
Other income (expense), net | 1,186 |  |  | (1,076) |  |  | 2,262 |  |  | (210) | %
Total other income (expense) | 2,029 |  |  | (2,911) |  |  | 4,940 |  |  | (170) | %
Net loss | $ | (77,872) |  |  | $ | (75,332) |  |  | $ | (2,540) |  |  | 3 | %

Research and development expenses increased by $4.5 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase reflects (i) a $6.2 million increase in external development costs related to the Phase 3 ENSURE trials and (ii) a $1.6 million increase in personnel expenses for research and development of which $0.4 million was related to non-cash stock compensation. The increase was offset by (i) a $2.7 million decrease in external development costs related to IMU-856 primarily due to the timing of the purchase of drug supply for this program and (ii) a $0.6 million decrease across numerous categories.
General and administrative expenses increased by $3.0 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was due to (i) a $1.8 million increase related to personnel expenses, of which $0.8 million was related to non-cash stock compensation, (ii) a $0.6 million increase in legal and consultancy expenses and (iii) a $0.6 million increase related to costs across numerous categories.
Interest income decreased by $2.1 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, due to a lower average cash balance.
In the nine months ended September 30, 2024, there was a non-cash charge related to the change in value of the tranche rights associated with the January 2024 Financing from January 8, 2024 until March 4, 2024. These tranches were initially classified as a liability, but were reclassified to equity on March 4, 2024, when stockholders approved the increase in our authorized shares from 130 million to 500 million shares of common stock and therefore the tranche 2 and tranche 3 rights needed to be revalued to fair value upon the reclassification to equity. There was no change in fair value of the tranche rights recognized in the nine months ended September 30, 2025.
Other income (expense) increased by $2.3 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily attributable to (i) a $1.7 million expense related to the portion of deal costs from the January 2024 Financing related to the tranche rights that were established at the time of the deal closing in 2024, (ii) $1.0 million of grant income from the German Federal Ministry of Finance recognized in the first quarter 2025 and (iii) a $0.3 million increase across numerous categories. The increase was offset by a $0.7 million decrease in research and development tax incentives for clinical trials in Australia due to lower clinical trial spend in Australia.
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Liquidity and Capital Resources
Financial Condition, Liquidity and Going Concern
We have no products approved for commercial sale and have not generated any revenue from product sales. We have never been profitable and have incurred operating losses in each year since inception in 2016. We have an accumulated deficit of approximately $589.3 million as of September 30, 2025 and $511.4 million as of December 31, 2024. Substantially all of our operating losses resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.
We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future as we initiate and continue the preclinical and clinical development of our product candidates and add personnel necessary to operate as a company with an advanced clinical pipeline of product candidates. To the extent additional funds are necessary to meet long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of indebtedness, additional equity financings, product licensing or a combination of these potential sources of funds, although we can provide no assurance that these sources of funding will be available on reasonable terms, if at all.
From inception through September 30, 2025, we have raised net cash of approximately $496.3 million from private and public offerings of common stock, prefunded warrants, common stock purchase warrants and tranche rights. As of September 30, 2025, we had cash and cash equivalents of approximately $35.1 million. With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these consolidated financial statements without raising additional capital and such actions are not solely within the control of the Company. If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
In November 2023, we 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. The 2023 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 amount available under the 2023 Shelf Registration Statement was reduced by $70.1 million to $342.2 million as of September 30, 2025.
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 circumstances, including the occurrence of a material adverse effect on us. As of September 30, 2025, $80.0 million in capacity remains under the May 2024 ATM.
We agreed to pay Leerink Partners LLC a commission equal to 3.0% of the gross proceeds from the sales of common shares pursuant to the May 2024 ATM and have agreed to provide Leerink Partners LLC with customary indemnification and contribution rights.
We did not have any ATM activity during the three or nine months ended September 30, 2025.
For the nine months ended September 30, 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. The Company did not have any ATM activity for the three months ended September 30, 2024.
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Equity Offerings
April 2025 Offering
On April 9, 2025, Immunic 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 the Company’s common stock, par value $0.0001 per share. The purchase price per share was $0.90 for aggregate gross proceeds to the Company 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 became exercisable, in whole or in part, commencing 180 days from the date of the Placement Agency Agreement and will expire on the five year 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 shares issued in the April 2025 Offering were registered under the Securities Act of 1933, as amended (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, Immunic entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, issuance and sale of (i) pre-funded warrants to purchase an aggregate of 86,666,667 shares of common stock, par value $0.0001 (“Common Stock”) of the Company (the “Pre-Funded Warrants”), (ii) accompanying series A warrants to purchase an aggregate of 86,666,667 shares of Common Stock of the Company (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 of the Company (or Pre-Funded Warrants) (the “Series B Warrants”) (the “May 2025 Offering”). The price per 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. Each Series A Warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.75 per share and will expire on December 31, 2025. 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. Each Series A Warrant and Series B Warrant will immediately expire in proportion to the extent that the corresponding Pre-Funded Warrant is exercised prior to September 30, 2025; provided that this term will not apply to the Series B Warrants immediately as of the date of achievement of the VWAP Target. The holder of the Pre-Funded Warrants and Series B Warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of such warrant in shares of Common Stock determined according to the formula set forth in the applicable warrant. Holders of Series A Warrants may, provided there is no effective registration statement or prospectus available which covers the warrants and shares of Common Stock issuable upon exercise of the Series A Warrants, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Series A Warrant.
43

The Company is prohibited from effecting an exercise of any Pre-Funded Warrants, Series A Warrants or Series B Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise (the “Beneficial Ownership Limitation”), which percentage may be increased or decreased at the holder’s election, not to exceed 19.99%. Any increase to the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. If a holder is not permitted to exercise a Series A Warrant or a Series B Warrant for Common Stock due to the Beneficial Ownership Limitation, then the holder may exercise such Series A Warrant or Series B Warrant for an equivalent number of Pre-Funded Warrants.
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. The Company may receive up to an aggregate of $130 million of additional gross proceeds if the Series A Warrants and Series B Warrants are exercised in full 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 Securities and Exchange Commission (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 (the “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 and third tranches of this financing were not exercised and expired on October 31, 2025.
Future Capital Requirements
As noted above, we have not generated any revenue from product sales and we do not know when, or if, we will generate any revenue from product sales. We will not be able to generate any revenue from product sales unless and until we obtain regulatory approval for and commercialize any of our product candidates. We expect our expenses to continue to increase as we continue the ongoing research, development, manufacture and clinical trials of, and seek regulatory approval for, our product candidates. We also incur additional costs associated with operating as a public company. In addition, subject to obtaining regulatory approval of any of our product candidates, we anticipate that we will need substantial additional funding in connection with our continuing operations.
44

Our future expenses and capital requirements are difficult to forecast and will depend on many factors, including, but not limited to:
•the timing and structure of any strategic options and transactions, if any;
•personnel-related expenses, including salaries, benefits, stock-based compensation expense and other compensation expenses related to retention and termination of personnel;
•the scope, progress, duration, results and costs of research and development and ongoing clinical trials;
•the cost and timing of future regulatory submissions;
•the cost and timing of developing and validating the manufacturing processes for any potential product candidates;
•the cost and timing of any commercialization activities, including reimbursement, marketing, sales and distribution costs;
•our ability to establish new collaborations, licensing or other arrangements and the financial terms of such agreements;
•the number and characteristics of any future product candidates we pursue;
•the costs involved with being a public company;
•the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patents, including litigation costs and the outcome of such litigation;
•the cost, timing and outcome of any future litigation; and
•the timing, receipt and amount from the sales of, or royalties on, any future products.
Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of stock offerings, debt financings, strategic alliances, collaborations and licensing arrangements. We do not expect to achieve revenue from product sales prior to the use of all the net proceeds from our public and private offerings to date. We do not have any committed external source of funds. Additional funds may not be available on acceptable terms, if at all. To the extent that we raise additional capital through the sale of equity securities, the ownership interest of our stockholders will be diluted and it may be on terms that are not favorable to us or our stockholders. Sales of equity securities will also be more difficult for at least the foreseeable future because of general volatility in the equity markets for companies like us. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt or other terms that are not favorable to us or our stockholders. Also, the cost of debt financing has increased due to the rise in interest rates over the past few years. If we raise additional funds through collaborations and licensing arrangements with third parties, we would expect to relinquish substantial rights to our technologies or our future products, or grant licenses on terms that may not be favorable to us. If we were to complete a merger, or other business combination, we may relinquish all control over the organization and could experience detrimental tax effects. If we are unable to raise adequate funds, we may have to curtail our product development programs and liquidate some or all of our assets. Any of these factors could harm our operating results and could result in substantial declines in the trading price of our common stock.
As of September 30, 2025, we had cash and cash equivalents of approximately $35.1 million.
Cash Flows
The following table shows a summary of our cash flows for the nine months ended September 30, 2025 and 2024:

| Nine Months Ended September 30,
| 2025 |  | 2024
(in thousands) | (unaudited)
Cash (used in) provided by: |  |  |
Operating activities | $ | (66,525) |  |  | $ | (61,803) |
Investing activities | (150) |  |  | (261) |
Financing activities | 65,518 |  |  | 74,464 |

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Operating activities
During the nine months ended September 30, 2025, operating activities used $66.5 million of cash. The use of cash primarily resulted from (i) our net loss of $77.9 million adjusted for non-cash charges of $7.8 million related to $7.6 million for stock-based compensation, $0.1 million related to non-cash lease expense and $0.1 million related to depreciation and (ii) a net increase in operating assets and liabilities of $3.5 million. Changes in our operating assets and liabilities during the nine months ended September 30, 2025 consisted primarily of (i) a $3.6 million increase in our other current liabilities partially offset by a (ii) a decrease of $0.1 million in our other current assets and prepaid expenses.
During the nine months ended September 30, 2024, operating activities used $61.8 million of cash. The use of cash primarily resulted from (i) our net loss of $75.3 million adjusted for non-cash charges of $7.0 million related to stock-based compensation, non-cash lease expense, unrealized foreign currency gains and depreciation and amortization, $4.8 million related to a change in the fair value of the tranche rights, $1.7 million for fees expensed as part of the January 2024 financing and (ii) a net increase in operating assets and liabilities of $0.1 million. Changes in our operating assets and liabilities during the nine months ended September 30, 2024 consisted primarily of (i) a $1.5 million increase in our other current assets and prepaid expenses and (ii) a decrease of $1.4 million in our other current liabilities.
Investing activities
During the nine months ended September 30, 2025, net investing activities used $0.2 million due to the purchase of property and equipment.
During the nine months ended September 30, 2024, net investing activities used $0.3 million due to the purchase of property and equipment.
Financing Activities
Net cash provided by financing activities was $65.5 million during the nine months ended September 30, 2025 primarily consisting of net cash proceeds from the April 2025 Offering and the May 2025 Offering.
Net cash provided by financing activities was $74.4 million during the nine months ended September 30, 2024 primarily
consisting of net cash proceeds from the January 2024 Financing and $0.2 million of net proceeds from sale of common stock through our At The Market Sales Agreement.
Off-Balance Sheet Arrangements
Through September 30, 2025, we have not entered into and did not have any relationships with unconsolidated entities or financial collaborations, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purpose.
Contractual Obligations
Maturities of the operating lease obligation are as follows as of September 30, 2025:

2025 | $ | 212,000 |
2026 |  | 449,000 |
2027 |  | 87,000 |
2028 |  | 84,000 |
2029 |  | — |
Thereafter |  | — |
Total |  | 832,000 |
Interest |  | (40,000) |
Present Value of obligation | $ | 792,000 |

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As of September 30, 2025, we have non-cancelable contractual obligations under certain agreements related to our development programs IMU-838, IMU-935 and IMU-856 totaling approximately $2.5 million, all of which is expected to be paid in 2025 and 2026.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. We have reviewed these critical accounting policies and related disclosures with the Audit Committee of our Board.
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted. The standard was adopted for the annual period starting January 1, 2025.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 requirement may be applied prospectively for the current year or retrospectively for all prior periods presented in the financial statements. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity
We had cash and cash equivalents of $35.1 million as of September 30, 2025, which were held for working capital purposes. We do not enter into investments for trading or speculative purposes. We do not believe that we have any material exposure to changes in the fair value of these investments as a result of changes in interest rates due to their short-term nature. Decreases or increases in interest rates, however, will reduce or increase future investment income, respectively, to the extent we have funds available for investment.
Foreign Currency Exchange Risk
Our primary research and development operations are conducted in our facilities in Germany. We have entered into and may continue to enter into international agreements, primarily related to our clinical studies. Accordingly, we have exposure to foreign currency exchange rates and fluctuations between the U.S. dollar and foreign currencies, primarily the Euro and the Australian dollar, which could adversely affect our financial results, including income and losses as well as assets and liabilities. To date, we have not entered into, and do not have any current plans to enter into, any foreign currency hedging transactions or derivative financial transactions. Our exposure to foreign currency risk will fluctuate in future periods as our research and clinical development activities in Europe and Australia change. We currently maintain a significant amount of our assets outside of the U.S.
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The functional currencies of our foreign subsidiaries are the applicable local currencies. Accordingly, the effects of exchange rate fluctuations on the net assets of these operations are accounted for as translation gains or losses in accumulated other comprehensive income (loss) within stockholders’ equity. 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). Our German subsidiary is currently a significant portion of our business and, accordingly, a change of 10% in the currency exchange rates, primarily the Euro, could have a material impact on our financial position or results of operations.
Although operating in local currencies may limit the impact of currency rate fluctuations on the results of operations of our German and Australian subsidiaries, rate fluctuations may impact the consolidated financial position as the assets and liabilities of our foreign operations are translated into U.S. dollars in preparing our condensed consolidated balance sheets. As of September 30, 2025, our German and Australian subsidiaries had net current liabilities (defined as current assets less current liabilities), subject to foreign currency translation risk, of $14.6 million. An increase of approximately $1.4 million in net current liabilities would result as of September 30, 2025, from a hypothetical 10% adverse change in quoted foreign currency exchange rates, primarily due to the Euro. In addition, a 10% change in the foreign currency exchange rates for the nine months ended September 30, 2025 would have impacted our net loss by approximately $6.1 million, primarily due to the Euro.
Effects of Inflation and Tariffs
We have experienced a general increase in costs as a result of global inflation, however, we do not believe that inflation and changing prices had a material impact on our results of operations for any periods presented herein. We do not believe that currently enacted or proposed tariffs will have a material impact on our operations going forward, but the actual
impact of potential or unannounced tariffs are not knowable at this time.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out, under the supervision of and with the participation of our management, including our Chief Executive Officer and our Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15 (e)) under the Securities Exchange Act of 1934, as amended ("the Exchange Act"), as of the end of the period covered by this Quarterly Report. Based on such evaluation, our Chief Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the nine months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any litigation, nor are we aware of any pending or threatened litigation against us, that we believe would materially affect our business, operating results, financial condition or cash flows. Our 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, we may be involved in various legal proceedings from time to time.
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Item 1A. Risk Factors
You should carefully consider the risk factors included in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025 and the other information in this Quarterly Report, including the section of this Quarterly Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the events described in our Annual Report, and the following risk factor and the risks described in our Form 10-K and elsewhere in this Quarterly Report occur, our business, operating results and financial condition could be seriously harmed. This Quarterly Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and elsewhere in this Quarterly Report.
Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our common stock, negatively
impact the price of our common stock and negatively impact our ability to raise additional capital.
On June 27, 2025, the Company received the Notice Letter from Nasdaq notifying the Company that we were not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price for our common stock was below the $1.00 per share requirement for the last 30 consecutive business days. The Notice Letter stated that we have 180 calendar days, or until December 24, 2025, to regain compliance with the minimum bid price requirement. If we do not regain compliance by the end of the Initial Compliance Period, we may apply for an additional compliance period as provided for in the Notice Letter. Nasdaq’s determination of whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and a written notice of our intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.
The Notice Letter has no immediate effect on the listing of our common stock on The Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we can regain compliance if the closing bid price of our common stock is at least $1.00 for a minimum of 10 consecutive business days. In the event that we do not regain compliance with Listing Rule 5450(a)(1) prior to the expiration of the Initial Compliance Period (or additional compliance period, if applicable), we will receive written notification that our securities are subject to delisting.
The Company has been actively monitoring the closing bid price of its common stock and has been evaluating available options to regain compliance with the minimum bid price requirement and remain listed on the Nasdaq Global Select Market. However, the closing bid price of our common stock remains well below the minimum $1.00 per share requirement and the Company may not be able to regain compliance with the minimum bid price requirement before expiration of the Initial Compliance Period on December 24, 2025. Therefore, the Company is currently considering whether to apply for initial listing on the Nasdaq Capital Market to seek an additional 180-day compliance period to regain compliance with the minimum $1.00 closing bid price requirement. If we pursue that course, Nasdaq’s determination of whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (with the exception of the minimum bid price requirement). Even if we are able to list on the Nasdaq Capital Market, we might not remain in compliance with the other listing standards for the Nasdaq. A switch in the trading market of the Company’s common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market could be expected to have a material adverse effect on the trading price and liquidity of the common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
(a) Not applicable.
(b) Not applicable.
(c) During the nine months ended September 30, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K promulgated by the SEC).
Item 6. Exhibits
EXHIBITS

|  |  |  | Incorporated by Reference
Exhibit Number |  | Exhibit Title |  | Form |  | Exhibit |  | Filing Date
1.1 |  | Underwriting Agreement, dated as of May 28, 2025, by and between Immunic, Inc. and Leerink Partners LLC |  | 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
4.4 |  | 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
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

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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
10.17 |  | Employment agreement dated December 13, 2024, between Immunic, Inc. and Dr. Daniel Vitt |  | 8-K |  | 10.1 |  | December 18, 2024
10.18 |  | Form of Placement Agency Agreement |  | 8-K |  | 10.1 |  | April 9, 2025
10.19 |  | Form of Securities Purchase Agreement |  | 8-K |  | 10.2 |  | April 9, 2025
10.20 |  | Sales Agreement, dated as of May 2, 2022, between SVB Securities LLC and Immunic, Inc. |  | 8-K |  | 10.1 |  | 5/2/2022
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. |  |  |  |  |  |
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 |  |  |  |  |  |

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+ | 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-Q 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.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IMMUNIC, INC.
Date: November 13, 2025 By: /s/ Daniel Vitt
Daniel Vitt
Chief Executive Officer and President
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