false 0001280776 0001280776 2025-05-28 2025-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 28, 2025

 

IMMUNIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36201 56-2358443
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer Identification No.)

 

1200 Avenue of the Americas, Suite 200

New YorkNY 10036

USA

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (332) 255-9818 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

 

 

 

 

  

Item 8.01. Other Events.

 

Announcement of Public Offering

 

On May 28, 2025, Immunic, Inc. (the “Company”) issued a press release announcing that it had commenced an underwritten public offering (the “Offering”) of (i) pre-funded warrants to purchase shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company (the “Pre-Funded Warrants”), (ii) series A warrants to purchase shares of Common Stock of the Company (or pre-funded warrants) (the “Series A Warrants”), and (iii) series B warrants to purchase shares of Common Stock of the Company (or pre-funded warrants) (the “Series B Warrants”) pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-275717) previously filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2023, and declared effective by the SEC on May 31, 2024. The Pre-Funded Warrants, Series A Warrants and Series B Warrants are being sold together but are immediately separable. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In connection with the Offering, the Company filed a preliminary prospectus supplement to the Registration Statement on May 28, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

 

The disclosures on this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the

registration requirements of the Securities Act.

 

Publishing of Presentation

 

On May 28, 2025, the Company posted an updated corporate presentation on the Company’s website (the “Presentation”) announcing extended data from the Company’s phase 2 CALLIPER trial of vidofludimus calcium in patients with progressive multiple sclerosis. Vidofludimus calcium is an orally administered investigational small molecule drug being developed for chronic inflammatory and autoimmune diseases.

 

The Presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.  

 

(d) Exhibits.

 

Exhibit

No.

  Description
   
99.1   Press Release, dated May 28, 2025
99.2   Presentation, dated May 27, 2025
104   Cover Page to this Current Report on Form 8-K in Inline XBRL

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: May 28, 2025 Immunic, Inc.
     
  By: /s/ Daniel Vitt
    Daniel Vitt
    Chief Executive Officer