04/22/2026 | Press release | Distributed by Public on 04/22/2026 14:56
Part III Information
On February 26, 2026, Immunic, Inc., a Delaware Corporation (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Original Form 10-K"). The Original Form 10-K omitted portions of Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence), and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant's definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission ("SEC") not later than 120 days after the end of the Company's fiscal year.
We no longer expect that the definitive proxy statement for our 2026 annual meeting of stockholders will be filed within 120 days of December 31, 2025. Accordingly, this Amendment No. 1 to Form 10-K (this "Amendment") is being filed solely to:
| · | amend and restate Part III, Items 10, 11, 12, 13, and 14 of the Original Form 10-K to include the information required by such Items; |
| · | delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K; and |
| · | file a new certification of our principal executive officer, principal financial officer and principal accounting officer as an exhibit to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). No financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K; accordingly, paragraphs 3, 4 and 5 of the certifications have been omitted. |
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K, including the financial statements, and does not otherwise reflect any events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company's filings made with the SEC subsequent to the filing of the Original Form 10-K. Capitalized terms used herein and not otherwise defined are defined as set forth in the Original Form 10-K.
As used in this report, the terms "Immunic, Inc.," the "Company," "Immunic," "we," "us," and "our" mean Immunic, Inc. and its subsidiaries unless the context indicates otherwise.
Reverse Stock Split
On April 14, 2026, the Company held a special meeting of stockholders (the "Special Meeting"), during which the Company's stockholders approved a proposal (the "Proposal") to amend the Company's certificate of incorporation (the "Certificate of Incorporation") to effect a reverse stock split of the Company's issued and outstanding common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of not less than 1:10 (the "Reverse Stock Split"). The Company's stockholders approved the Proposal at the Special Meeting, and on April 22, 2026, following approval by resolution of the Company's board of directors, the Company filed an amendment to the Certificate of Incorporation to effect the Reverse Stock Split, at a ratio of 1-for-10 to be effective April 27, 2026. The information in this Amendment does not give effect to the Reverse Stock Split unless specifically stated otherwise.