IMMUNIC, INC.

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 diseases. The Company is headquartered in New York City with its research and development operations in Gräfelfing near Munich, Germany. The Company had approximately 100 employees as of July 31, 2026.

The Company is focused on development and potential commercialization of orally administered, small molecule programs with unique features intended to directly address the unmet needs of patients with neurologic and autoimmune diseases. The vidofludimus calcium (IMU-838) program is in Phase 3 clinical development for patients with relapsing multiple sclerosis (“MS”), with an additional Phase 3 clinical trial in progressive MS planned to be initiated. It has previously shown therapeutic activity in Phase 2 clinical trials in patients with relapsing-remitting MS, progressive MS, and other diseases. The Company’s development pipeline also includes earlier-stage programs, including IMU-381 and IMU-856, aimed at building a broader therapeutics platform addressing neurodegenerative and autoimmune diseases.

The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including delays in clinical trials, 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 development programs.

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 $675.3 million as of June 30, 2026 and $608.6 million as of December 31, 2025. 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 June 30, 2026, the Company raised net cash of approximately $684.9 million from private and public offerings of preferred stock, common stock, pre-funded warrants and tranche rights. As of June 30, 2026, we had cash and cash equivalents of approximately $155.1 million. With these funds we expect to be able to fund our operations beyond twelve months from the date of the issuance of the accompanying consolidated financial statements.

Basis of Presentation and Consolidation

The accompanying 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, Immunic Australia Pty Ltd. and Gliomic Therapeutics Inc. 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.

Unaudited Interim Financial Information

Immunic has prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with 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, 2025 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 filed on February 26, 2026. 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 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. 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 $110.5 million, Germany of approximately $44.5 million and Australia of approximately $0.1 million as of June 30, 2026. 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 withtwo large financial institutions. Cash and cash equivalents in the U.S. are held at JP Morgan and are primarily held in a U.S. Government money market fund account earning interest at a rate of 3.5% during the three months ended June 30, 2026. Cash and cash equivalents in Germany are earning interest at a rate of 1.8% to 2.2% during the three months ended June 30, 2026.

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 for the periods presented. The Company had a Stock Appreciation Rights liability starting the third quarter of 2025 into the second quarter of 2026 (see Note 7 "Stock Appreciation Rights Plan").

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 tothirteen years. Depreciation expense was $34,000 and $43,000 for the three months ended June 30, 2026 and 2025, respectively, and $67,000 and $86,000 for the six months ended June 30, 2026 and 2025, 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 wereno impairment losses during the six months ended June 30, 2026 and 2025.

Research and Development Expenses

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

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

The Company enters into agreements with contract research organizations (“CROs”) to provide clinical trial services for individual studies and projects by executing individual work orders governed by a Master Service Arrangement (“MSA”). The MSAs and associated work orders provide for regular recurrent payments and payments upon the completion of certain milestones. The Company regularly assesses the timing of payments against actual costs incurred to ensure a proper accrual of related expenses in the appropriate accounting period.

Collaboration Arrangements

Certain collaboration and license agreements may include payments to or from the Company of one or more of the following: non-refundable or partially refundable upfront or license fees; development, regulatory and commercial milestone payments; payment for manufacturing supply services; partial or complete reimbursement of research and development costs; and royalties on net sales of licensed products. The Company assesses whether such contracts are within the scope of Financial Accounting Standards Board (FASB) Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” and ASU No. 2018-18, “Collaborative Arrangements” ("ASU 2018-18"). ASU 2018-18, clarifies that certain elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606.

Daiichi Sankyo Agreement

In October 2018, the Company entered into an option and license agreement (the "Daiichi Sankyo Agreement") with Daiichi Sankyo Co., Ltd. ("Daiichi Sankyo") which granted the Company the right to license a group of compounds, designated by the Company as IMU-856, as a potential new oral treatment option for gastrointestinal diseases such as celiac disease, inflammatory bowel disease, irritable bowel syndrome with diarrhea and other barrier function associated diseases. During the option period, the Company performed agreed upon research and development activities for which it was reimbursed by Daiichi Sankyo up to a maximum agreed-upon limit. Such reimbursement was recorded as other income. There are no additional research and development reimbursements expected under this agreement.

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 and November 11, 2025, Immunic AG entered into licensing agreements with the Ludwig-Maximilians-University, Munich, 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 June 30, 2026.

Government assistance

Government assistance relating to research and development performed by Immunic Australia Pty Ltd. 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 4.2 million Euros per year. Based on the uncertainty of government approval, the Company does not record government assistance until approval is obtained. We had recognized expense of $0 and $7,000 for the three months ended June 30, 2026 and 2025, respectively and $0 and $1.0 million of other income related to research activities performed during the six months ended June 30, 2026 and 2025, 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.

Stock-Based Compensation

The Company measures the cost of employee and non-employee services received in exchange for equity awards based on the grant-date fair value of the award recognized generally as an expense (i) on a straight-line basis over the requisite service period for those awards whose vesting is based upon a service condition, and (ii) on an accelerated method for awards whose vesting is based upon a performance condition, but only to the extent it is probable that the performance condition will be met. Stock-based compensation is (i) estimated at the date of grant based on the award’s fair value for equity classified awards and (ii) based on the final measurement date for liability classified awards. Forfeitures are recorded in the period in which they occur.

The Company estimates the fair value of stock options using the Black-Scholes-Merton option-pricing model ("BSM"), which requires the use of estimates and subjective assumptions, including the risk-free interest rate, the expected dividend yield of the Company’s common stock, the expected volatility of the price of the Company’s common stock, and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.

Stock Appreciation Rights ("SARs")

The Company may issue SARs to its employees in exchange for services. The Company estimates the fair value of SARs using a Monte Carlo simulation, which requires the use of estimates and subjective assumptions, including the risk-free interest rate, the probability of a corporate transaction, the expected dividend yield of the Company's common stock, the expected volatility of the price of the Company's common stock, and the expected term of the SARs. These estimates involve inherent uncertainties and the application of management's judgment. If factors change and different assumptions are used, the Company's stock-based compensation expense could be materially different in the future.

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

Issuance of Common Stock

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

Leases

The Company leases office space and office equipment. The underlying lease agreements have lease terms of less than 12 months and up to 60 months. Leases with terms of 12 months or less at inception are not included in the operating lease right of use asset and operating lease liability.

The Company hasthree existing leases for office and laboratory space. At inception of a lease agreement, the Company determines whether an agreement represents a lease and at commencement each lease agreement is assessed as to classification as an operating or financing lease. The Company's leases have been classified as operating leases and an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s consolidated balance sheet for leases that have terms greater than 12 months. A right-of-use lease asset represents the Company’s right to use the underlying asset for the lease term and the lease obligation represents its commitment to make the lease payments arising from the lease. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company has used an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term used in estimating future lease payments may include options to extend when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or changes in expectations regarding the lease term. Variable lease costs such as common area costs and property taxes are expensed as incurred.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income (loss) has been reflected as a separate component of stockholders’ equity (deficit) in the accompanying Consolidated Balance Sheets and consists of foreign currency translation adjustments.

Income Taxes

The Company is subject to corporate income tax laws and regulations in the U.S., Germany and Australia. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment in their application.

The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Deferred income tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or the entire deferred tax asset will not be realized. As of June 30, 2026 and December 31, 2025, the Company maintained a full valuation allowance against the balance of deferred tax assets.

It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company is subject to U.S. federal, New York, California, Massachusetts, North Carolina, Texas, German and Australian income taxes. The Company is subject to U.S. federal or state income tax examination by tax authorities for tax returns filed for the years 2003 and forward due to the carryforward of NOLs. Tax years 2019 through 2025 are subject to audit by German and Australian tax authorities. The German tax authorities completed its review for Immunic AG and Immunic GmbH subsidiaries for the years ended December 31, 2021-2023 and there were no findings.

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 six months ended June 30, 2026 includes 858,015 pre-funded warrants from the January 2024 Financing,5,119,867 pre-funded warrants from the May 2025 Offering and 22,907,600 pre-funded warrants from the February 2026 Offering that remain unexercised as of June 30, 2026. The weighted average shares outstanding calculation for basic and diluted earnings per share for the three and six months ended June 30, 2025 includes 858,050 pre-funded warrants from the January 2024 Financing and 8,666,667 pre-funded warrants from the May 2025 Offering that remain unexercised as of June 30, 2025.

Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows:

Recently Issued and/or Adopted Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures to improve the disclosures about a public entity’s expenses and provide more detailed information about the types of expenses in commonly presented expense captions such as inventory purchases, employee compensation, depreciation and intangible asset amortization. The disclosure requirements may be applied prospectively for the current year or retrospectively for all prior periods presented in the financial statements during the year of adoption. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

3. Balance Sheet Details

Other Current Assets and Prepaid Expenses

Other Current Assets and Prepaid Expenses consist of (in thousands):

Accounts Payable

Accounts Payable consist of (in thousands):

Accrued Expenses

Accrued expenses consist of (in thousands):

Other Current Liabilities

Other Current Liabilities consist of (in thousands):

4. Leases

Operating Leases

The Company leases certain office space under non-cancelable operating leases. The New York City office lease terminates on July 31, 2028, and 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 May 6, 2026 for an additionaltwo years resulting in the new lease termination date of July 31, 2028. There were net additions of $345,000 related to the extension of the New York City lease during the six months ended June 30, 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.

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 $331,000 and $312,000 for the three months ended June 30, 2026 and 2025, respectively and $666,000 and $591,000 for the six months ended June 30, 2026 and 2025, respectively. Variable lease costs consist primarily of common area maintenance costs, insurance and taxes which are paid based upon actual costs incurred by the lessor.

Maturities of the operating lease obligation are as follows as of June 30, 2026 (in thousands):

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):

For the Company’s money market funds which are included as a component of cash and cash equivalents on the consolidated balance sheet, realized gains and losses are included in interest income on the consolidated statements of operations.

Our money market fund account is held in our bank in the U.S. and was earning interest at a rate of 3.5% 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 June 30, 2026. The Company has not historically experienced any credit losses with balances in excess of FDIC limits.

The Company recorded a SARs liability of $0 and $0.8 million as of June 30, 2026 and December 31, 2025, respectively, as a result of the grant of up to 3.5 million SARs in July 2025 (see note 7). The fair value of the SARs liability was classified as Level 3 under the fair value hierarchy up until June 29, 2026 when the shareholders approved an increase of an additional 6 million allowable shares related to the 2019 Equity Plan. Upon the approval of additional shares, the Company determined it meets the other criteria to be classified as an equity classified award and therefore no longer needs to be marked to market each quarter. Any previous liability that was recognized for these awards was reclassified to Additional Paid-in Capital during the quarter ended June 30, 2026. A rollforward of the fair value of the SARs liability is as follow (in thousands):

The Company utilized a Monte Carlo simulation model in conjunction with a Probability-Weighted Expected Return Model (“PWERM”) to estimate the fair value of the SARs liabilities. This valuation model incorporates various assumptions, including stock price volatility, risk-free interest rate, corporate transaction probability and the expected term of the underlying equity instruments and SARs.

The following table summarizes the key assumptions used in estimating the fair value of the SARs at June 29, 2026, and December 31, 2025:

(1) Scenario probability was based on timing expectations of the Company that a corporate transaction occurring was estimated at 50%; and a corporate transaction not occurring at 50%.

The carrying amounts of other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to their short-term nature. The fair value and book value of the money market funds presented in the table above are the same.

6. Common Stock

Shelf Registration Statements

In December 2020, the Company filed a Prospectus Supplement to the shelf registration statement on Form S-3 filed on November 13, 2020 and declared effective on November 24, 2020 (the "2020 Shelf Registration Statement") for the offering, issuance and sale of up to a maximum aggregate offering price of $50.0 million of common stock that may be issued and sold under an at-the-market sales agreement with SVB Leerink LLC (now Leerink Partners LLC) as agent ("December 2020 ATM"). The Company used the net proceeds from the December 2020 ATM to fund the ongoing clinical development of our product candidates and for other general corporate purposes, including funding existing and potential new clinical programs and product candidates. The December 2020 ATM terminated in May 2024.

In May 2022, the Company filed a Prospectus Supplement to the 2020 Shelf Registration Statement for the offering, issuance and sale of up to a maximum aggregate offering price of $80.0 million of common stock to be issued and sold under another at-the-market sales agreement ("May 2022 ATM") with Leerink Partners LLC (formerly SVB Leerink LLC) as agent. The 2020 Shelf Registration Statement expired in November 2023.

In November 2023, the Company filed a shelf registration statement on Form S-3 (the "2023 Shelf Registration Statement"). The 2023 Shelf Registration Statement permits the offering, issuance and sale of up to $250.0 million of common stock, preferred stock, warrants, debt securities, and/or units in one or more offerings and in any combination of the foregoing. This registration statement was declared effective on May 31, 2024. Unsold securities from the expired 2020 Shelf Registration Statement can continue to be sold under the 2023 Shelf Registration Statement. As a result of the April 2025 Offering and May 2025 Offering, the total amount available under the 2023 Shelf Registration Statement was reduced by $70.1 million to $262.2 million as of June 30, 2026. The Company can also use the unused amount of the available ATM as additional shelf availability.

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 uponten 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 June 30, 2026, $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 six months ended June 30, 2026 and 2025.

Stock Reserved for Future Issuance

Shares reserved for future issuance at June 30, 2026 are as follows:

Equity Offerings

On February 12, 2026, we entered into a securities purchase agreement (the “February Securities Purchase Agreement”) with certain accredited investors (the “February Investors”), pursuant to which we agreed to issue and sell, in a private placement (the “February 2026 Offering”), pre-funded warrants (the “February 2026 Pre-Funded Warrants”, and the shares of Common Stock issuable upon exercise of the February 2026 Pre-Funded Warrants, the “February 2026 Pre-Funded Warrant Shares”) to purchase up to one share of Common Stock at a price of $0.001, with each February 2026 Pre-Funded Warrant accompanied by a warrant to purchase (i) a share of Common Stock or (ii) a pre-funded warrant to purchase a share of Common Stock (collectively, the “February 2026 Common Warrants” and together with the February 2026 Pre-Funded Warrants, the “February 2026 Warrants”, and the shares of Common Stock issuable upon exercise of the February 2026 Common Warrants, the “February 2026 Common Warrant Shares”, and together with the February 2026 Pre-Funded Warrant Shares, the “February 2026 Warrant Shares”).

The purchase price for each February 2026 Pre-Funded Warrant and accompanying February 2026 Common Warrant was $8.73. Each February 2026 Pre-Funded Warrant is immediately exercisable at a price of $0.001 per share. Each February 2026 Common Warrant is exercisable at a price $8.73 per share (subject to adjustment as set forth therein) following the completion of the Reverse Stock Split until the earlier of (i)30 trading days following the date of our initial public announcement of topline data from its Phase 3 ENSURE trials (for the avoidance of doubt, the later date of the initial public announcement of topline data from ENSURE-1 or ENSURE-2, if announced separately) (the “Topline Data Announcement”), (ii) immediately upon the exercise of the February 2026 Pre-Funded Warrants if such exercise of February 2026 Pre-Funded Warrants is prior to the Topline Data Announcement, provided that if the February 2026 Pre-Funded Warrant is not exercised in full, the February 2026 Common Warrant expires proportionally only to the extent the Pre-Funded Warrant is exercised, and (iii) February 17, 2031.

The Company issued 22,907,600 February 2026 Pre-Funded Warrant Shares. The aggregate gross proceeds to the Company from the issuance and sale of the February 2026 Warrants was $200 million, before deducting fees paid to the placement agents and financial advisors of the Company of $12.7 million, for net proceeds of $187.3 million.

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

The securities issued in the February 2026 Offering have not been registered under the Securities Act, and until so registered the securities may not be offered or sold absent registration or availability of an applicable exemption from registration. There is no established public trading market for the February 2026 Warrants, and we do not intend to list such securities on any national securities exchange or nationally recognized trading system. On April 2, 2026, we filed a registration statement on Form S-3 (File No. 333-294855) to register the Registrable Securities for resale by the February Investors, which registration statement was amended on April 30, 2026, and declared effective by the SEC on May 4, 2026.

As previously disclosed, on June 3, 2025, the Company issued Series B Common Stock Warrants to purchase up to an aggregate of 8,666,667 shares of Common Stock (or prefunded warrants to purchase shares of Common Stock) in an underwritten public offering (the “Series B Warrants”). On February 12, 2026, in conjunction with our February 2026 Private Placement, the Company entered into a purchase and sale agreement (the “Royalty Exchange Agreement”) with certain Series B Warrant holders who had purchased a predetermined number of Series B Warrants (each a “Participating Series B Holder”) and BVF Partners, L.P. (“BVF”), acting as royalty interest agent (the “Warrant Exchange”). The Participating Series B Holders were also required to participate in the February private placement in order to participate in the Warrant Exchange.

Pursuant to the Royalty Exchange Agreement, the Participating Series B Holders exchanged an aggregate of 5,108,700 Series B Warrants for a pro rata share of an aggregate 5% synthetic royalty on future sales of the Company’s vidofludimus calcium program in any country (the “Royalty Interests”). The pro rata share for each Participating Series B Holder is equal to the number of Series B Warrants exchanged by such Participating Series B Holder divided by the number of Series B Warrants exchanged by all Participating Series B Holders (expressed as a percentage). Royalty Interests will be due and payable quarterly by the Company to the Participating Series B Holders following the First Commercial Sale (as defined in the Royalty Exchange Agreement). The Company determined that the Royalty Interests do not meet the criteria for recognition as a liability. The Company will recognize amounts payable under the Royalty Interests when they become probable and estimable.

On the Closing Date, Series B Warrants to purchase up to an aggregate of 5,108,700 shares of Common Stock were surrendered by Participating Series B Holders and cancelled in exchange for the Royalty Interests. As this exchange occurred as part of an equity financing with the participating investor on the Closing Date, the effect of the exchange was reflected as an equity issuance cost net within additional paid-in capital.

Special Meeting and Reverse Stock Split

On April 14, 2026, we held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, our stockholders voted to authorize our Board of Directors ("the "Board"), in its discretion, to amend our certificate of incorporation, as amended and restated, to effect a reverse stock split of all of the outstanding shares of the Common Stock, at a ratio in the range of 1-for-10 to 1-for-30, with such ratio to be determined by the Board. Following the Special Meeting, the Board approved a reverse stock split of our issued and outstanding Common Stock, at a ratio of 1-for-10 shares, which became effective April 27, 2026 (the “Reverse Stock Split”).

April 2025 Offering

On April 9, 2025, we entered into a securities purchase agreement with certain institutional and accredited investors relating to the issuance and sale of an aggregate of 566,667 shares of our Common Stock (the “April 2025 Shares”). The purchase price per share was $9.00 for aggregate gross proceeds of approximately $5.1 million. The offer and sale of the shares is referred to herein as the “April 2025 Offering.” The April 2025 Offering closed on April 10, 2025.

In addition, on April 9, 2025, the Company entered into a placement agency agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), relating to the April 2025 Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 6.0% of the gross proceeds from the April 2025 Offering raised from investors and to reimburse the Placement Agent for certain costs incurred in connection therewith. Additionally, upon the closing of the April 2025 Offering, the Company agreed to issue to the Placement Agent, or its designees, warrants to purchase up to an aggregate of 28,333 shares of common stock, representing 5.0% of the shares sold in the April 2025 Offering (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable, in whole or in part, for five years from the anniversary of the Placement Agency Agreement, at an initial exercise price per share of common stock of $11.25, which is equal to 125% of the price per share to investors in the April 2025 Offering. The Placement Agent Warrants and the shares of common stock underlying the Placement Agent Warrants were offered pursuant to the exemptions from registration provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

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

The April 2025 shares were registered under the Securities Act, on the Company’s Registration Statement on Form S-3 (Registration No. 333-275717), previously filed with the SEC, and declared effective on May 31, 2024.

May 2025 Equity Offering

On May 28, 2025, we entered into an underwriting agreement (the “May 2025 Underwriting Agreement”) with Leerink Partners LLC, for the issuance and sale of (i) pre-funded warrants to purchase an aggregate of 8,666,667 shares of Common stock (the “May 2025 Pre-Funded Warrants”), (ii) accompanying series A warrants to purchase an aggregate of 8,666,667 shares of Common Stock (or Pre-Funded Warrants) (the “Series A Warrants”), and (iii) accompanying series B warrants to purchase an aggregate of 8,666,667 shares of Common Stock (or Pre-Funded Warrants) (the “Series B Warrants”) (the “May 2025 Offering”). The price per May 2025 Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant was $7.499.

Each Pre-Funded Warrant is immediately exercisable for one share of Common Stock at an exercise price of $0.001 per share and will expire when exercised in full. The Series A Warrants were exercisable for one share of Common Stock at an exercise price of $7.50 per share. All of the Series A Warrants expired as of June 30, 2026. Each Series B Warrant is exercisable for one share of Common Stock at an exercise price of $7.50 per share and will expire five years from the date of issuance. The holder of the Pre-Funded Warrants and Series B Warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of such warrant in shares of Common Stock determined according to the formula set forth in the applicable warrant.

The aggregate proceeds from the May 2025 Offering were approximately $65 million before deducting underwriting discounts and commissions and offering expenses payable by the Company in connection with the May 2025 Offering. On February 17, 2026, as part of the February 2026 Private Placement,5,108,700 warrants were exchanged for the right to share a

5% royalty. On March 10, 2026,200,000 of the Series B warrants were exercised for $1.4 million in net cash proceeds, resulting in 3,357,967 Series B Warrants outstanding as of June 30, 2026. The Company may receive up to an aggregate of approximately $25.2 million of additional gross proceeds if the remaining 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.

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 toone 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 June 30, 2026, no cash dividends had been declared or paid.

Regained Compliance with Nasdaq Minimum Bid Price Requirement

On April 1, 2026, the Company announced that it received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") on March 27, 2026, informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

According to the Notice, Immunic has regained compliance with the minimum bid price requirement, because the closing bid price of the Company's common stock was at $1.00 per share or greater for at least 20 consecutive business days, satisfying the Nasdaq requirement on March 26, 2026. As a result, the matter was closed.

Pre-funded Warrants

The Company issued 1,119,356 pre-funded warrants in connection with a financing in January 2024,261,341 of which were exercised into 261,341 shares of common stock in the quarter ended June 30, 2025 and 858,015 of the pre-funded warrants remain outstanding as of June 30, 2026.

The Company issued 8,666,667 pre-funded warrants in connection with the May 2025 Offering,2,163,500 of which were exercised into 2,163,413 shares of common stock in the year ended December 31, 2025 and 1,383,300 of which were exercised into 1,383,220 shares of common stock in the six month ended June 30, 2026.5,119,867 of pre-funded warrants remain outstanding as of June 30, 2026.

The Company issued 22,907,600 pre-funded warrants in connection with the February 2026 Pre-funded Warrant Shares in the February 2026 Private Placement, which are accompanied by a warrant to purchase one share of common stock or a pre-funded warrant to purchase a share of common stock subject to exercise restrictions, all of which are still outstanding as of June 30, 2026.

Preferred Stock

The Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue 20 million shares of $0.0001 par value preferred stock, with such voting powers (if any), designations, powers, preferences, and relative, participating, optional or other rights, if any, and any qualifications, limitations or restrictions thereof, as shall be set by the Board of Directors. No preferred shares were outstanding as of June 30, 2026.

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 20,000 shares. An increase of 100,000 shares to 120,000 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 77,858 shares life-to-date under the ESPP. The Company recognized $16,000 and $32,000 of expense related to the plan during the three and six months ended June 30, 2026, respectively. The Company recognized $22,000 and $48,000 of expense related to the plan during the three and six months ended June 30, 2025, respectively.

Stock Option Programs

In July 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan, (as amended, the “2019 Plan”), which was adopted by the Board of Directors (the "Board") with an effective date of June 14, 2019. The 2019 Plan allows for the grant of equity awards to employees, consultants and non-employee directors. An initial maximum of 150,000 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 490,000 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 440,887 shares. At the Company's Annual Stockholders meeting on June 28, 2023, stockholders voted to increase the allowable shares under the 2019 plan by 444,000 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 910,000 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 700,000 shares. On June 29, 2026, at the Company’s 2026 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 6,000,000 shares. The 2019 Plan (as amended on June 28, 2023, March 4, 2024, June 4, 2025 and June 29, 2026) 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 thanten 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 orfour years.

Shares that are expired, terminated, surrendered or canceled under the 2019 Plan without having been fully exercised will be available for future awards.

2026 Inducement Equity Compensation Plan

On March 13, 2026, the Board and the Compensation Committee of the Board adopted the Inducement Plan (the “Inducement Plan”), effective as of March 13, 2026, pursuant to which the Company reserved 3,000,000 shares of common stock to be issued exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market (“Rule 5635(c)(4)”). The Inducement Plan provides for the grant of equity-based awards in the form of non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, and dividend equivalent rights. The Inducement Plan was adopted by the Board and the Committee without stockholder approval pursuant to Rule 5635(c)(4). The Company registered the 3,000,000 shares of common stock under a Registration Statement on Form S-8 (File No. 333-294952), filed with the SEC on April 9, 2026. Effective April 24, 2026 the Board granted 300,000 stock options to Michael Panzara, the Company's new Chief Medical Officer. Effective May 19, 2026, the Board voted to reduce the remaining stock options available under the Inducement Plan to 1,250,000. Effective May 22, 2026, the Board granted 1,000,000 stock options to Erik Lundgren, the Company's new CEO. As of June 30, 2026, there are 250,000 stock options available for grant remaining under the Inducement Plan.

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 orconsolidation 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.

Stock Option Movements During the Year

The following table summarizes stock option activity for the six months ended June 30, 2026 and 2025, respectively, for the 2019 Plan and the 2026 Inducement plan:

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 bezero.

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 and 2026 Inducement Plan during the six months ended June 30, 2026 and 2025 was $11.73 and $6.70, respectively. The following are the underlying assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted to employees and to non-employees under this stock plan:

As of June 30, 2026, there was $48.4 million in total unrecognized compensation expense relating to the 2019 Plan and 2026 Inducement Plan, to be recognized over a weighted average period of 3.40 years. There were stock options granted in the three months ended March 31, 2026 that were granted subject to shareholder approval, which was obtained in the three months ended June 30, 2026.

Modification of Stock Option and SARs Grants

The Company modified certain stock option and SARs grants during the quarter ended June 30, 2026 due to an employee termination. The incremental expense recognized was approximately $0.9 million which was recorded during the six months ended June 30, 2026.

Stock Appreciation Rights Plan

On July 7, 2025, the Board of Directors of Immunic, Inc. authorized grants, of up to an aggregate of 3,500,000 stock appreciation rights (“SARs”) to the Company’s employees and executive officers. As a result of the shareholders approving an increase of an additionalsix million shares available for issuance under the 2019 Plan on June 29, 2026, the Company can control the settlement of the SARS in shares and meet all other criteria to be classified as equity and therefore, were reclassified from liability classification to equity and no longer will be marked to market each quarter. The liability that was previously recognized for these awards was reclassified to Additional Paid in Capital during the quarter ended June 30, 2026. The exercise price of each SAR is $7.65, the closing price of the common stock on July 7, 2025.

The approximately 3,500,000 SARs granted consisted offive distinct tranches:

•Time Based SARs (TB SARs): There were 500,000 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 expireten years from the date of grant.

•SARs tied to the exercise of Series A Warrants (SA SARs): The maximum number of SA SARs was capped at up to 1,000,000, but the number of SARs exercisable is determined based on the percentage of Series A Warrants to be exercised out of a total of 8,666,667 shares of Series A Warrants issued. As of June 30, 2026, all of the Series A warrants and SA SARs expired unexercised.

•SARs tied to the exercise of Series B Warrants (SB SARs): The maximum number of SB SARs is capped at up to 1,000,000, but the number of SARs exercisable is determined based on the percentage of Series B Warrants to be exercised out of a total of 8,666,667 shares of Series B Warrants issued. On February 17, 2026, Series B Warrants to purchase up to an aggregate of 5,108,700 shares of Common Stock were surrendered by Participating Series B Holders and cancelled. Series B Warrants to purchase up to an aggregate of 3,357,967 shares of Common Stock remain issued and outstanding. The Potential SARs that were associated with the Series B Warrants that were cancelled were also cancelled. This results in a revised potential issuance of 410,535 Series B SARs instead of 1,000,000. On March 10, 2026,200,000 of the remaining Series B warrants were exercised for cash resulting in the issuance of 23,077 Series B SARS. The Vesting of SB SARs that were not exercised are subject to service and implied market conditions. The SB SARs vest on August 1, 2026 and expireten years from the date of grant (see Note 6 "February 2026 Private Placement-Royalty Exchange Agreement").

•SARs tied to the issuance of Tranche Two Shares (T2 SARs): The maximum number of T2 SARs was capped at up to 500,000, but the number of SARs exercisable was determined based on the percentage of Tranche Two Shares issued out of a total of 4,662,005 shares. Vesting of T2 SARs was subject to service, implied performance and market conditions. These SARs will not be exercised as the second tranche from the January 4, 2024 Financing was not exercised by October 31, 2025.

•SARs tied to the issuance of Tranche Three Shares (T3 SARs): The maximum number of T3 SARs was capped at up to 500,000, but the number of SARs exercisable is determined based on the percentage of Tranche Three Shares issued out of a total of 4,662,005 shares. Vesting of T3 SARs were subject to service, implied performance and market conditions. These SARs will not be exercised as the third tranche from the January 4, 2024 Financing was not exercised by October 31, 2025.

The Company’s SARs activity is as follows:

The June 29, 2026 fair value of the SARs is $8.60 per share for TB SARs and $11.62 per share for SB SARs.

The Company recognized expense of $0.9 million and $2.8 million for the three and six months ended June 30, 2026, respectively, related to the SARs prior to a revaluation of these grants on June 29, 2026 on the date of reclassification from liability to equity. As a result of this revaluation, the Company recognized an additional $1.6 million of stock compensation expense for the three and six months ended June 30, 2026 on these SARs. There was no SARs expense for the three and six months ended June 30, 2025. As of June 30, 2026, the unrecognized compensation expense for the SARs is $3.9 million which is expected to be recognized over a weighted average period of 2.7 years.

The Company utilized a Monte Carlo simulation model in conjunction with a Probability-Weighted Expected Return Model (“PWERM”) to estimate the fair value of the SARs liabilities. This valuation model incorporates various assumptions, including stock price volatility, risk-free interest rate, the probability of a corporate transaction, and the expected term of the underlying equity instruments and SARs.

The following table summarizes the key assumptions used in estimating the fair value of the SARs at June 29, 2026 which was the date the SARs were reclassified to equity and December 31, 2025:

(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:

8. Related Party Transactions

Executive Agreement with Duane Nash

On December 29, 2025, in connection with Immunic, Inc.’s recent incorporation of Gliomic Therapeutics Inc., a Delaware corporation, and a wholly-owned subsidiary of the Company (“Gliomic”), Duane Nash, Executive Chairman of the Company, entered into an employment agreement (the “Nash Agreement”) with the Company, pursuant to which Dr. Nash will serve as Chief Executive Officer and President of Gliomic, effective January 1, 2026.

The Nash Agreement provides for, among other things: (i) a monthly base salary of $33,987; (ii) entitlement to participate in all Company employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to other full-time employees; and (iii) customary reimbursement for certain business- or employment-related expenses. Certain compensation received by Dr. Nash, whether in accordance with the Nash Agreement or otherwise, is subject to the Company’s clawback compensation policy (and any other similar policy as applicable). The Nash Agreement also provides that upon Dr. Nash’s termination of employment for any reason, Dr. Nash shall be entitled to (i) a lump sum payment on the Date of Termination (as defined in the Nash Agreement) in an amount equal to the sum of Dr. Nash’s earned but unpaid base salary through the Date of Termination; (ii) COBRA reimbursement for six months; and (iii) any other benefits or rights Dr. Nash accrued or earned through the Date of Termination, in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company.

The Nash Agreement provides that Dr. Nash will continue to serve as Chief Executive Officer and President of Gliomic until the Date of Termination. During the Term of Employment (as defined in the Nash Agreement), the Company will not pay Dr. Nash any additional cash retainer for serving on the Company’s Board of Directors (the “Board”). Upon termination of the Nash Agreement, Dr. Nash shall be entitled to be paid the cash retainer payable to outside directors on the Board of the Company and to the Chairman of the Board of Company for the period of time beginning from and after the Date of Termination and for so long as Dr. Nash remains on the Board. On December 31, 2025, Dr. Nash’s employment agreement with the Company, pursuant to which Dr. Nash was appointed Executive Chairman of the Company, expired by its terms. Effective June 30, 2026, the Nash Agreement was terminated and Dr. Nash will no longer receive any salary from the Company as CEO of Gliomic, however, he is entitled to six months of additional healthcare benefits.

Retention Bonus Agreement

On April 7, 2026, the Company entered into a Retention Bonus Agreement with Daniel Vitt, Ph.D., Immunic's Chief Executive Officer. The Agreement was entered into in connection with the commencement of a search for a new Chief Executive Officer.

Pursuant to the Agreement, subject to Dr. Vitt's continued employment with the Company through August 31, 2026, Dr. Vitt shall be entitled to receive a retention bonus equal to $670,000, less applicable withholdings and payroll deductions. The Retention Bonus will be paid in one lump sum on the first regularly scheduled pay date after the Retention Date, subject to the terms and conditions of the Agreement.

If the Company terminates Dr. Vitt's employment without "Cause" or Dr. Vitt resigns for "Good Reason" prior to the Retention Date, the Company will pay the Retention Bonus within five (5) days of such termination or resignation, as applicable. If the Retention Bonus is paid, the amount will be credited against any cash severance payment that would otherwise become due under the U.S. Employment Agreement or the Service Agreement dated December 18, 2023, by and between Dr. Vitt and Immunic AG, as a result of any involuntary termination of employment.

9. Commitments and Contingencies

Contractual Obligations

As of June 30, 2026, the Company has non-cancelable contractual obligations under certain agreements related to its development programs for vidofludimus calcium totaling approximately $0.6 million, all of which is expected to be paid in 2026.

Other Commitments and Obligations

Royalty Payable

Pursuant to the Royalty Exchange Agreement, the Participating Series B Holders exchanged an aggregate of 5,108,700 Series B Warrants for a pro rata share of an aggregate 5% synthetic royalty on future sales of the Company’s vidofludimus calcium program in any country.

Daiichi Sankyo Agreement

On January 5, 2020, the Company exercised its option to obtain the exclusive worldwide right to commercialization of IMU-856. Among other things, the option exercise grants Immunic AG the rights to Daiichi Sankyo’s patent application related to IMU-856, for which the Company received a notice of allowance from the U.S. Patent & Trademark Office in August 2022. In connection with the option exercise, the Company paid a one-time upfront licensing fee to Daiichi Sankyo. Under the Daiichi Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856.

Ludwig-Maximilians-University Agreements

Effective June 30, 2025 and November 11, 2025, Immunic AG entered into licensing agreements with the Ludwig-Maximilians-University, Munich, 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 June 30, 2026.

Legal Proceedings

The Company is not currently a party to any litigation, nor is it aware of any pending or threatened litigation, that it believes would materially affect its business, operating results, financial condition or cash flows. However, its industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, the Company may be involved in various legal proceedings from time to time.

10. 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 hasone 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 six months ended June 30:

11. Subsequent Events

Appointment of Erik Lundgren to the Board of Directors

On July 5, 2026, following the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Erik Lundgren, the Company’s Chief Executive Officer, to serve as a Class II director of the Board until the 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Lundgren will not receive any additional compensation for his service as a director.

Appointment of Director

On August 6, 2026, the board of directors (the “Board”) appointed Elena Ridloff as a member of the Board, effective immediately. As a Class I director, Ms. Ridloff’s term lasts until the Company’s 2027 annual meeting of stockholders, and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. In connection with her appointment as a director, Ms. Ridloff received an inaugural grant of options to purchase up to a total of 50,740 shares of the Company’s common stock, effective August 6, 2026, which vest on a monthly basis over a three year period. The foregoing options have an exercise price per share equal to the closing price of the Company’s common stock on The Nasdaq Stock Market on August 6, 2026. Ms. Ridloff will also receive cash compensation for her service on the Board in accordance with the Company’s non-employee director compensation policy, as described in the Company’s most recent proxy statement, as may be adjusted from time to time as set forth in the Company’s filings and reports made with the Securities and Exchange Commission.

Resignation of Dr. Daniel Vitt

On August 6, 2026, Daniel Vitt, resigned as a member of the Board. The resignation of Dr. Vitt was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board is deeply grateful for Dr. Vitt’s service, dedication, and contributions to the Company.

As previously disclosed, on May 22, 2026, Daniel Vitt, resigned as the Chief Executive Officer of the Company, effective June 1, 2026. Since June 1, 2026, Dr. Vitt continued to retain responsibility for scientific strategy and portfolio advancement and there were no changes to the Company’s compensation arrangements with Dr. Vitt.

On August 7, 2026, the Company entered into a Separation Agreement (the “Separation Agreement”) with Dr. Vitt, pursuant to which Dr. Vitt’s employment with the Company terminated on such date (the “Separation Date”). Pursuant to the Separation Agreement, Dr. Vitt agreed to serve as Chair of the Company’s Scientific Advisory Board (the “SAB”).

In addition, Dr. Vitt entered into an agreement with Immunic AG, a wholly owned subsidiary of the Company (the “Company Subsidiary”), pursuant to which he ceased to be a member of the Executive Board of the Company Subsidiary as of the Separation Date, and his service agreement with the Company Subsidiary, dated December 18, 2023 (the “Service Agreement”), terminated without any ongoing obligations. From the date of the Separation Agreement through the Separation Date, (a) the Company agreed to pay Dr. Vitt all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings, and (b) the Company Subsidiary agreed to pay Dr. Vitt all accrued salary earned under the Service Agreement through the Separation Date, subject to standard payroll deductions and withholdings, and the Company and the Company Subsidiary agreed to pay Dr. Vitt for all accrued and unused vacation days on the Company’s first regular payroll payday following the Separation Date.

Commencing on the Separation Date, Dr. Vitt began serving as a consultant to the Company Subsidiary for an initial period of twelve (12) months (the “Consulting Period”), in addition to serving as Chair of the SAB, providing consulting services on an as-needed basis for up to fifteen (15) hours per month, in exchange for a monthly retainer of €15,000. Dr. Vitt also agreed to non-competition and non- solicitation covenants through the Consulting Period and for six (6) months following the date he ceases to be a member of the SAB. In addition, the Company and the Company Subsidiary agreed to provide Dr. Vitt with severance benefits, subject to his timely execution and non-revocation of a release of claims in favor of the Company, including (i) a salary payment consisting of his base salary and the monthly installment of his fixed annual salary under the Service Agreement, in each case for a period of sixteen and one-half (16 months, 15 days) months following the Separation Date, of which the first twelve (12) installments (equal to $670,000 in the aggregate) will be paid in a lump sum on the first regular payroll payday following the Release Effective Date (as defined in the Separation Agreement) and the remaining four and one-half (4 months, 15 days) months will be paid infive (5) monthly installments (the last at half pay) beginning on the first regular payroll payday following the one-year anniversary of the Release Effective Date, (ii) an aggregate bonus payment of $276,375 (or the Euro equivalent), equal to seventy-five percent (75%) of his target bonus for fiscal year 2026, payable in a lump sum on or before the Company’s first regular payroll payday following the Release Effective Date, and (iii) reimbursement from the Company Subsidiary for the monthly cost of obtaining healthcare in Germany, in an amount not to exceed €1,500 per month, for a period of eighteen (18) months following the Release Effective Date. Additionally, 100% of Dr. Vitt’s outstanding equity awards vested as of the Separation Date, and Dr. Vitt will have three (3) years following the Separation Date to exercise any vested equity awards. The Company also agreed to reimburse Dr. Vitt for legal fees incurred in connection with the negotiation of the Separation Agreement, up to a maximum of $20,000.

The Company has evaluated events occurring after June 30, 2026 through the date these unaudited condensed consolidated financial statements were issued and, other than as described above, has not identified any other events requiring recognition or disclosure in these financial statements.