Form 8-K

8-K — IMMUNIC, INC.

Accession: 0001193805-26-000516

Filed: 2026-04-28

Period: 2026-04-24

CIK: 0001280776

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e665394_8k-immunic.htm (Primary)

EX-10.1 (e665394_ex10-1.htm)

EX-10.2 (e665394_ex10-2.htm)

EX-99.1 (e665394_ex99-1.htm)

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8-K

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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): April

24, 2026

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 York, NY 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 5.02. Departure of Directors or Principal

Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Michael A. Panzara, M.D., M.P.H., as Chief Medical

Officer

Effective April 24, 2026 (the “Effective Date”),

Immunic, Inc. (the "Company") appointed Michael A. Panzara, M.D., M.P.H., as Chief Medical Officer of the Company, effective

immediately.

Michael Panzara, M.D., M.P.H., age 59, served as chief

medical officer at Neurvati Neurosciences, Inc., a Blackstone Life Sciences portfolio company, from October 2022 to March 2026. Previously,

Dr. Panzara served as chief medical officer and head of therapeutics discovery and development at Wave Life Sciences Ltd., a publicly

traded genetic medicines company, from May 2020 to October 2022, where he previously served as chief medical officer from November 2018

to May 2020 and as franchise lead of neurology from July 2016 to November 2018. Prior to joining Wave Life Sciences, Dr. Panzara served

in various roles at Sanofi Genzyme, including most recently as head of multiple sclerosis, neurology and ophthalmology therapeutic area

for global development. Dr. Panzara has held numerous other positions in the healthcare and biopharmaceutical industries, including vice

president and chief medical officer in neurology at Biogen, and instructor in neurology at Harvard Medical School with clinical appointments

at Brigham & Women’s Hospital and Massachusetts General Hospital. Dr. Panzara has served on the board of directors of LeonaBio,

Inc. since March 2022. Dr. Panzara also serves on the board of directors of Cadenza Bio, Inc. Dr. Panzara earned an M.P.H from Harvard

School of Public Health in 2002, an M.D. from Stanford University School of Medicine in 1994, and a B.A. in biology from the University

of Pennsylvania in 1989.

connection with his appointment as Chief Medical Officer, Dr. Panzara entered into an employment agreement with the Company, dated as

of April 24, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Panzara will receive a yearly base

salary of $600,000, subject to periodic review and adjustments made by the Company, and be eligible for a yearly bonus amount of not

less than 50% of the yearly base salary upon achievement of certain individual and company goals. In addition, the Company will pay Dr.

Panzara a signing bonus in the aggregate amount of $125,000, $75,000 payable in the first month and $50,000 payable after six months

of employment. Dr. Panzara is also entitled to: (i) participate in all employee benefit plans, (ii) reimbursement for certain reasonable

business-related or employment-related expenses, and (iii) thirty (30) days paid vacation per year.

Pursuant to the Employment

Agreement, if: (i) Dr. Panzara is terminated without “cause” (as such term is defined in the Employment Agreement), (ii)

Dr. Panzara resigns for “Good Reason” (as such term is defined in the Employment Agreement), or (iii) the Company elects

not to renew the term of Dr. Panzara’s employment with the Company, subject to the terms and limitations in the Employment Agreement,

and such termination occurs outside of a Change of Control Period (as defined in the Employment Agreement), Dr. Panzara would be entitled

to receive (a) a lump sum payment in an amount equal to the sum of Dr. Panzara’s earned but unpaid base salary through the date

of termination, plus his accrued but unused vacation days at the base salary in effect as of the date of termination, plus any other

benefits or rights Dr. Panzara has 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, (b) a lump sum severance payment equal to twelve (12) months of base salary,

(c) full acceleration of 100% of unvested equity awards, which would remain exercisable for twelve (12) months, (d) reimbursement of

COBRA premiums for twelve (12) months, and (e) accrued but unpaid annual bonus, if any, for the fiscal year ended prior to the date of

termination, payable at the same time annual bonuses for such fiscal year are paid to other key employees of the Company. If such a termination

occurs during the Change of Control Period, Dr. Panzara would be entitled to receive: (a) a lump sum payment in an amount equal to the

sum of Dr. Panzara’s earned but unpaid base salary through the date of termination, plus his accrued but unused vacation days at

the base salary in effect as of the date of termination, plus any other benefits or rights Dr. Panzara has 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,

(b) a lump sum severance payment equal to eighteen (18) months of base salary, (c) a lump sum payment equal to 100% of Dr. Panzara’s

target annual bonus, (d) full acceleration of 100% of unvested equity awards, which would remain exercisable for eighteen (18) months,

(e) reimbursement of COBRA premiums for eighteen (18) months, and (f) accrued but unpaid annual bonus, if any, for the fiscal year ended

prior to the date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key employees of the

Company. Receipt of severance benefits in either case is conditioned upon Dr. Panzara’s execution and non-revocation of a release

of claims in favor of the Company.

April 23, 2026, effective on the Effective Date, the Compensation Committee of the Company’s Board of Directors approved a grant

to Dr. Panzara of an initial equity option to purchase 300,000 shares of common stock of the Company (3,000,000 shares of common stock

of the Company prior to the Company’s 1:10 reverse stock split) under the Immunic, Inc. 2026 Inducement Equity Compensation Plan

(the “Options”). The Options were granted as an inducement material to Dr. Panzara’s commencement of employment pursuant

to NASDAQ Listing Rule 5635(c)(4). The Options will be time vested, with one half vesting on the one-year anniversary of the Effective

Date and one half vesting in equal monthly installments over a period of twenty-four (24) months following the first anniversary of the

Effective Date. The exercise price of the Options is the closing price of the Company’s common stock on the date the Options were

approved by the Compensation Committee.

There is no relationship or agreement between Dr. Panzara and any other

person pursuant to which he was appointed as an officer of the Company and there is no family relationship between Dr. Panzara and any

of the Company’s directors or executive officers. The Company is not aware of any transaction involving Dr. Panzara which would

require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act, other than as set forth in this Current Report

on Form 8-K. The Company will enter into a customary indemnity agreement with Dr. Panzara, consistent with the form filed as Exhibit 10.7

of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 31, 2025.

The foregoing description of the Employment Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as

Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Resignation of Andreas Muehler, M.D., M.B.A.

April 27, 2026, Andreas Muehler, M.D., M.B.A., resigned as the Chief Medical Officer of the Company. The resignation of Dr. Muehler was

not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Board of Directors and the Company are deeply grateful for Dr. Muehler’s service, dedication, and contributions to the Company.

In connection with Dr. Muehler’s resignation as Chief Medical

Officer, the Company entered into a Transition, Separation, and Consulting Agreement with Dr. Muehler, dated April 27, 2026 (the

“Separation Agreement”). Pursuant to the Separation Agreement, Dr. Muehler’s employment with the Company as Chief

Medical Officer terminated on April 27, 2026, and Dr. Muehler’s title was changed to Senior Medical Officer. Dr. Muehler also

agreed to resign from the Executive Board of Immunic AG, a wholly owned subsidiary of the Company, on or before April 30, 2026 (the

“Separation Date”). Dr. Muehler will serve as Senior Medical Officer through the Separation Date. From the date of the

Separation Agreement to the Separation Date, (a) the Company will pay Dr. Muehler all accrued salary earned through the Separation

Date, subject to standard payroll deductions and withholdings, and (b) Immunic AG will pay Dr. Muehler all accrued salary earned

under the service agreement dated December 18, 2023, by and between Immunic AG and Dr. Muehler (the “Service

Agreement”), through the Separation Date, subject to standard payroll deductions and withholdings.

Commencing on the Separation Date, Dr. Muehler will serve as a

consultant to the Company for an initial period of ten (10) months, providing consulting services on an as-needed basis for up to

twenty (20) hours per month, in exchange for a monthly retainer of $10,000. In addition, the Company agreed to provide Dr. Muehler

with severance benefits, including a lump sum payment equal to twelve (12) months of Dr. Muehler’s base salary, a pro-rated

bonus for fiscal 2026, provided that such bonus will be determined by the Company in the ordinary course and will be paid (to the

extent determined to have been earned by the Company) when such bonus is paid to employees of the Company, and a lump sum payment

from Immunic AG equal to twelve (12) months of Dr. Muehler’s fixed annual salary under the Service Agreement, subject to Dr.

Muehler’s execution of a release of claims in favor of the Company and compliance with the terms of the Separation Agreement.

Additionally, 100% of Dr. Muehler’s outstanding equity awards shall vest as of the Separation Date. Dr. Muehler will have

three (3) years following Separation Date to exercise any vested equity awards.

The foregoing description of the Separation Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as

Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 28, 2026, the Company issued a press release announcing the

appointment of Dr. Panzara as Chief Medical Officer and the departure of Dr. Muehler. A copy of the press release is furnished as Exhibit

99.1 hereto and is incorporated herein by reference. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not

be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before

or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

Exhibit

Description

10.1

Employment Agreement, dated April 24, 2026, by and between Immunic, Inc. and Michael A. Panzara.

10.2

Transition, Separation, and Consulting Agreement, dated April 27, 2026, between Immunic, Inc. and Andreas Rolf Muehler.

99.1

Press Release dated April 28, 2026.

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,

as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: April 28, 2026

Immunic, Inc.

By:

/s/ Daniel Vitt

Daniel Vitt

Chief Executive Officer

EX-10.1

Filename: e665394_ex10-1.htm · Sequence: 2

EMPLOYMENT AGREEMENT

This Employment

Agreement (the “Agreement”) dated as of April 23, 2026 (the “Effective Date”), is

being entered into by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and Michael

Panzara (the “Executive”).

WHEREAS, the

Company has appointed the Executive to be an officer of the Company effective as of the Effective Date; and

WHEREAS, the

Company desires that the Executive join the Company to serve in the capacity of Chief Medical Officer of the Company, and the Executive

has agreed to serve in such position in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE,

in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Executive

hereby agree as follows:

Certain Definitions. The following terms, as used herein, have the following meanings:

(a)

“Cause” means one or more of the following: (i) the Executive’s willful failure to perform his

duties hereunder or the lawful directives of the Company’s Board of Directors or nominees thereof (other than as a result of illness

or injury), (ii) the conviction of, or plea of nolo contendere by, the Executive to, a felony or a crime involving moral turpitude,

(iii) the Executive’s commission of any willful acts of personal dishonesty in connection with his responsibilities as an employee

of the Company that could reasonably be expected to materially impair or damage the property, goodwill, reputation, business or finances

of the Company, (iv) the Executive’s willful and material violation of the Company’s policies regarding ethics or conduct

(including sexual harassment and other similar policies) that could reasonably be expected to impair or damage the property, goodwill,

reputation, business or finances of the Company or its affiliates or (v) the Executive’s breach of his obligations under the Confidentiality

Agreement.

(b)

“Change of Control” means the occurrence of any of the following events: (i) a change in the ownership

of the Company which occurs on the date that any one person or entity, or more than one person or entity acting as a group (collectively,

a “Person” for purposes of this definition), acquires ownership of the stock of the Company that, together with

the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; (ii) a

change in the effective control of the Company which occurs on the date that a majority of members of the Company’s Board of Directors

is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members

of the Company’s Board of Directors prior to the date of the appointment or election; or (iii) change in the ownership of a substantial

portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month

period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair

market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately

prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 1(b)(iii), the following will not

constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled

by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of

the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, or (2) an entity, fifty

percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company. For purposes of this

Section 1(b)(iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed

of, determined without regard to any liabilities associated with such assets. For purposes of this definition, Persons will be considered

to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock,

or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change of Control

unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended

from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may

be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change of Control

if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding

company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before

such transaction.

(c)

“Change of Control Period” means the twelve (12) month period following a Change of Control.

(d)

“Date of Termination” means the date specified in a written notice of termination delivered pursuant

to Section 6, or the Executive’s last date as an active employee of the Company before a termination of employment due to

his death or Non-Renewal.

(e)

“Disabled” or “Disability” means a mental or physical condition that renders

the Executive substantially incapable of performing his duties and obligations under this Agreement, after taking into account provisions

for reasonable accommodation, as determined by a medical doctor (such doctor to be mutually determined in good faith by the parties) for

four (4) or more consecutive months or for a total of four (4) months during any twelve (12) consecutive months.

(f)

“Good Reason” means, unless the Executive has consented in writing thereto, the occurrence of any of

the following: (i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, including

any change in status, title, authority, reporting relationship, duties or responsibilities or any other action which results in material

diminution in such status, title, authority, duties or responsibilities, (ii) a reduction in the Executive’s Base Salary by the

Company, except for across-the-board salary reductions implemented by the Company affecting all similarly situated executives, (iii) the

relocation of the Executive’s office to a location more than fifty (50) miles from his Primary Work Location (as defined below),

or (iv) the Company’s failure to provide the Equity Award within sixty (60) days of the Effective Date.

Term of Employment. The terms and conditions set forth in this Agreement will commence on the Effective Date and end on

the earlier of: (a) December 31, 2027 (subject to extension as provided in the following sentence) and (b) the Executive’s Date

of Termination (such period, including any extension as provided below, shall be referred to as the “Term of Employment”).

This Agreement and the Term of Employment shall be automatically extended for successive additional one (1)-year terms, unless either

party provides written notice of non-renewal at least ninety (90) days before the end of then-current Term of Employment.

Executive’s Duties and Obligations.

(a)

Duties. The Executive shall serve as the Chief Medical Officer. The Executive shall be responsible for all duties customarily

associated with the Chief Medical Officer of a publicly-traded company. The Executive shall report to the Chief Executive Officer of the

Company and shall be subject to reasonable policies established by such Chief Executive Officer or the Company’s Board of Directors

(the “Board”).

(b)

Location of Employment. It is understood that the Executive’s primary work location will be a hybrid/remote work model

under which the Executive will be based from the Executive’s home and coming into the Company’s offices in New York periodically

(“Primary Work Location”). In addition, the Executive acknowledges and agrees that the performance by the Executive

of the Executive’s duties shall require travel including, without limitation, overseas travel from time to time.

(c)

Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement. In consideration of the

covenants contained herein, the Executive has executed and agrees to be bound by the Confidential Information, Assignment of Rights, Non-Solicitation

and Non-Competition Agreement (the “Confidentiality Agreement”) attached to this Agreement as Exhibit

A. The Executive shall comply at all times with the covenants (including covenants not to compete or solicit employees, consultants

and independent contractors) and other terms and conditions of the Confidentiality Agreement and all other reasonable policies of the

Company governing its confidential and proprietary information. The Executive’s obligations under the Confidentiality Agreement

shall survive the Term of Employment.

Devotion of Time to the Company’s Business; Participation in Board Meetings.

(a)

During the Term of Employment, the Executive shall devote substantially all of his business time, attention and effort to the affairs

of the Company, excluding any periods of disability, vacation, or sick leave to which the Executive is entitled, and shall use his reasonable

best efforts to perform the duties properly assigned to him hereunder and to promote the interests of the Company Notwithstanding the

foregoing, Executive shall be entitled to continue his existing board and consulting activities with LeonaBio, Cadenza Bio, National Multiple

Sclerosis Society, Ranvier Capital, to the extent such activities do not interfere with the performance of the Executive’s duties

and responsibilities hereunder. The Executive shall further be entitled to serve on corporate (with the prior written approval of the

Company), civic, charitable, educational, religious, public interest or public service boards, in each case to the extent such activities

do not interfere with the performance of the Executive’s duties and responsibilities hereunder.

(b)

The Executive will be invited to attend, and will be required to attend (absent good cause including without limitation serious

illness), all meetings of Board, including all in-person, telephonic and special meetings. Notwithstanding the prior sentence, the Company

will require the Executive to recuse himself from executive sessions or portions of meetings when it is appropriate to avoid a conflict

of interest (as reasonably determined by the Chairperson of the Board, based on the advice of the Company’s in-house or outside

counsel). The Executive will included in Board discussions where employee Directors are present (excluding discussions with respect to

the Executive or the applicable employee Director) and given access to all materials sent to the Board when such materials are sent to

members of the Board (with limited redactions that are needed to avoid a conflict of interest (as reasonably determined by the Chairperson

of the Board, based on the advice of the Company’s in-house or outside counsel)). The Executive will work closely with Board members

responsible for the selection of the Company’s Chief Executive Officer. The Executive will work closely with the Company’s

Chief Executive Officer and be included in strategic discussions to jointly prepare materials for meetings of the Board, which will be

used to guide the Company’s long term strategy and key decisions.

(c)

The Company will in good faith consider adding the Executive to the Board in the future if the Company determines that the addition

of an executive member to the Board will not compromise the Company’s ability to remain in compliance with SEC and Nasdaq independence

requirements without the need to add additional independent members to the Board and accounting for contingency planning in the case of

an unexpected opening to a Board seat.

Compensation and Benefits.

(a)

Signing Bonus. The Company shall pay to the Executive a cash bonus of seventy-five thousand dollars ($75,000) within one

month of the Effective Date. In addition, and provided that the Executive is an employee of the Company in good standing on October 31,

2026, the Company shall pay to the Executive an additional cash bonus of fifty-thousand dollars ($50,000), which shall be paid in connection

with the first ordinary payroll after such date.

(b)

Base Salary. The Company shall pay to the Executive in accordance with its normal payroll practices (but not less frequently

than monthly) an initial annual salary at a rate of six hundred thousand dollars ($600,000) per annum (“Base Salary”).

The Executive’s Base Salary shall be reviewed annually for the purpose of determining increases, if any, based on the Executive’s

performance, the performance of the Company, then prevailing salary scales for comparable positions, inflation and other relevant factors.

Effective as of the date of any increase in the Executive’s Base Salary, Base Salary as so increased shall be considered the new

Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any increase in Base Salary shall not limit or reduce

any other obligation of the Company to the Executive under this Agreement.

(c)

Annual Bonus. During the Term of Employment, the Executive shall be eligible to receive an annual cash incentive award (“Annual

Bonus”) pursuant to the bonus plan then in effect for employees of the Company (the “Bonus Plan”).

All Annual Bonuses are subject to the terms and conditions of then-current Bonus Plan adopted by the Company. If the Executive achieves

his target performance goals for a fiscal year, which goals shall be determined by the Compensation Committee of the Company’s Board

of Directors (the “Compensation Committee”) on an annual or more frequent basis, the Annual Bonus shall be not

less than fifty percent (50%) of the Executive’s Base Salary. To be eligible to receive an Annual Bonus, or any portion thereof,

the Executive must be actively employed by the Company at the time the Annual Bonus, if any, is paid, except as otherwise provided below.

(d)

Equity Awards.

(i)

Subject to approval of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”),

the Executive shall receive a grant of equity-based compensation in the form of a nonqualified stock option grant (the “Equity

Award”) under the Immunic, Inc. 2026 Inducement Equity Compensation Plan (the “Equity Plan”).

The terms and conditions of the Equity Award shall be documented in a corresponding nonqualified stock option equity award agreement between

the Company and the Executive. The Equity Award will provide an option to acquire up to three million (3,000,000) shares of the Company’s

common stock (subject to adjustment for any forward or reverse stock split or similar recapitalization implemented after the date of this

Agreement).

(ii)

The Equity Award will vest over three years with fifty percent (50%) of the Equity Award vesting on the one year anniversary of

the Effective Date and the remaining fifty percent (50%) of the Equity Award vesting on a monthly basis in twenty-four (24) equal installments.

The exercise price of the Equity Award shall be the closing price of the Company’s common stock on the date the award is approved

by the Compensation Committee.

(iii)

From time to time, the Executive may receive additional equity incentive awards under any equity incentive plan adopted by the

Company and subject to such terms and conditions as the Compensation Committee, in its sole discretion, may determine.

(e)

Benefits. During the Term of Employment, the Executive shall be entitled to participate in all employee benefit plans, programs

and arrangements made available generally to the Company’s senior employees or to other full-time employees on substantially the

same basis that such benefits are provided to such senior employees of a similar level or to other full-time employees.

(f)

Vacations. During the Term of Employment, the Executive shall be entitled to thirty (30) days paid vacation per year, or

such greater amount as may be earned under the Company’s standard vacation policy.

(g)

Reimbursement of Expenses. During the Term of Employment, the Executive shall be entitled to receive prompt reimbursement

for all reasonable business-related or employment-related expenses incurred by the Executive upon the receipt by the Company of reasonable

documentation in accordance with standard practices, policies and procedures applicable to other senior employees of the Company.

(h)

Liability Insurance. The Company shall maintain directors’ and officers’ liability insurance covering the Executive

during the Term of Employment.

Termination of Employment. The Term of Employment shall be automatically terminated upon the first to occur of the following:

(a)

Death. The Executive’s employment shall terminate immediately upon the Executive’s death.

(b)

Disability. If the Executive is Disabled, either party may terminate the Executive’s employment due to such Disability

upon delivery of written notice to the other party. The effective date of such termination of employment will be the Date of Termination

set forth in such written notice or immediately upon delivery of such written notice if no effective date is specified in the written

notice. For avoidance of doubt, if the Executive’s employment is terminated pursuant to this Section 6(b), his employment

will not constitute a termination of employment by the Company without Cause or by the Executive for Good Reason.

(c)

Termination by the Executive Without Good Reason. The Executive may terminate his employment for any reason other than Good

Reason upon his delivery of written notice to the Company at least thirty (30) days prior to his Date of Termination.

(d)

Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason if (i) not later

than ninety (90) days after the occurrence of any act or omission that constitutes Good Reason, the Executive provides the Company with

a written notice setting forth in reasonable detail the acts or omissions that constitute Good Reason, (ii) the Company fails to correct

or cure the acts or omissions within thirty (30) days after it receives such written notice, and (iii) the Executive terminates his employment

with the Company after the expiration of such cure period but not later than thirty (30) days after the expiration of such cure period.

(e)

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause upon

delivery of written notice to the Executive at least thirty (30) days prior to his Date of Termination.

(f)

Termination Upon Non-Renewal. Unless otherwise agreed to by the parties, the Executive’s employment shall terminate

on the last day of then-current Term of Employment if either the Company or the Executive provides the other party with a written notice

of non-renewal of this Agreement in accordance with Section 2 and the parties do not enter into a new employment agreement prior

to the expiration of this Agreement (“Non-Renewal”).

(g)

Termination by the Company for Cause. Upon the occurrence of any act or omission that constitutes Cause under clauses (i),

(iii), (iv) and (v) of the definition of Cause, the Company may terminate the Executive’s employment upon delivery of written notice

to the Executive at least thirty (30) days prior to his Date of Termination, unless the Executive cures, if curable, such acts or omissions

constituting Cause to the satisfaction of the Company prior to the expiration of such period. Upon the occurrence of any act or omission

that constitutes Cause under clause (ii) of the definition of Cause, the Company may terminate the Executive’s employment upon delivery

of written notice to the Executive.

Compensation and Benefits Payable Upon of Termination of Employment Unrelated to a Change of Control.

(a)

Payment of Accrued But Unpaid Compensation and Benefits. Upon the Executive’s termination of employment for any reason

outside of the Change of Control Period, the Executive (or his Beneficiary following the Executive’s death) shall receive (i) a

lump sum payment on the Date of Termination in an amount equal to the sum of the Executive’s earned but unpaid Base Salary through

his Date of Termination plus his accrued but unused vacation days at the Executive’s Base Salary in effect as of his Date of Termination;

plus (ii) any other benefits or rights the Executive has accrued or earned through his Date of Termination in accordance with the terms

of the applicable fringe or employee benefit plans and programs of the Company. Except as provided in Section 7(b) or Section

7(c) below or as expressly provided pursuant to the terms of any employee benefit plan, the Executive will not be entitled to earn

or accrue any additional compensation or benefits for any period following his Date of Termination.

(b)

Termination of Employment Due to Death or Disability. In addition to the compensation and benefits payable under Section

7(a) above, if the Executive’s employment is terminated due to his death or Disability outside of the Change of Control Period,

the Executive (or his Beneficiary following the Executive’s death) shall receive:

(i) the Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination payable

at the same time annual bonuses for such fiscal year are paid to other key employees of the Company pursuant to the terms of the Bonus

Plan; and

(ii) reimbursement of the COBRA premiums, if any, paid by the Executive’s spouse and dependents for continuation coverage for

the Executive’s spouse and dependents under the Company’s group health, dental and vision plans for a six (6) month period

from the Date of Termination.

(c)

Termination of Employment by the Company Without Cause, by the Executive for Good Reason or Upon Non-Renewal by the Company.

In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated

by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal where it is the Company that provided written notice

of non-renewal of this Agreement in accordance with Section 2, and such termination occurs outside of the Change of Control Period,

and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following

the Executive’s Date of Termination in accordance with Section 10, the Executive (or his Beneficiary following the Executive’s

death) shall receive:

(i)

the Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination payable

at the same time annual bonuses for such fiscal year are paid to other key employees of the Company pursuant to the terms of the Bonus

Plan;

(ii)

one hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully

vested and remain exercisable for twelve (12) months thereafter;

(iii)

a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final,

binding and irrevocable in accordance with Section 10, in an amount equal to twelve (12) months of Base Salary; and

(iv)

reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and

dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

Notwithstanding the foregoing,

if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing

obligations under this Section 7(c) shall cease as of the date of the breach and the Executive shall be entitled to no further

payments hereunder.

Termination of Employment by the Company Without Cause, by the Executive for Good Reason or Upon Non-Renewal by the Company

in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a) above, if the

Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal where it

is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination

occurs during the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding

and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 10, the Executive

(or his Beneficiary following the Executive’s death) shall receive:

(a)

a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance

with Section 10, equal to the Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his

Date of Termination;

(b)

a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance

with Section 10, equal to one hundred percent (100%) of the Executive’s target bonus as in effect for the fiscal year in

which the Executive’s termination of employment occurs; provided that, for avoidance of doubt, the amount paid to the Executive

pursuant to this Section 8(b) will not be prorated based on the actual amount of time the Executive is employed by the Company

during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs;

(c)

one hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully

vested and remain exercisable for eighteen (18) months thereafter;

(d)

a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final,

binding and irrevocable in accordance with Section 10, in an amount equal to eighteen (18) months of Base Salary; and

(e)

reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and

dependents under the Company’s group health, dental and vision plans for a eighteen (18) month period from the Date of Termination.

Terminations Within Sixty (60) Days Prior to a Change of Control. If (a) the Executive incurred a termination prior to a

Change of Control that qualifies the Executive for severance payments under Section 7(c) and (b) a Change of Control occurs within

sixty (60) days following the Executive’s termination of employment, then upon the Change of Control, the Executive shall be entitled

to a lump-sum payment of the amount calculated under this Section 8, less amounts already paid under Section 7(c),

subject to compliance with Section 10.

10.

Release. As a condition of receiving the compensation and benefits described in Section 7(c) or Section 8,

the Executive must execute a release of claims arising out of the Executive’s employment with the Company or the Executive’s

separation from such employment (including, without limitation, claims relating to age, disability, sex or race discrimination to the

extent permitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee

benefit plan, (ii) any right to exercise Equity Awards that are vested on the Date of Termination pursuant to the terms of such Equity

Awards (as modified by the Employment Agreement), (iii) claims based on breach of the Company’s obligations to pay the compensation

and benefits described in Section 5 and Section 7(a), Section 7(c) or Section 8 of this Employment Agreement,

(iv) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (v) any right

to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise

entitled in accordance with this Agreement and the Company’s articles of incorporation or by laws or other agreement between the

Executive and the Company (the “Release”). Such Release shall be in a form tendered to the Executive by the

Company within five (5) business days following the termination of the Executive’s employment by the Company without Cause or by

the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited

to, the Older Workers Benefit Protection Act, and shall be substantially in the form of release attached as Exhibit B. The

compensation and benefits described in Section 7(c) or Section 8 will not be paid to the Executive if the Executive fails

to execute the Release within the time frame specified in such Release, if the Executive revokes the Release within the applicable revocation

period set forth in such Release or if the revocation period expires more than sixty (60) days following the Executive’s Date of

Termination.

11.

Excess Parachute Excise Tax.

(a)

Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit

or distribution (including any acceleration) by the Company or any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i)

of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”) to

or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise, but determined before application of

any reductions required pursuant to this Section 11) (a “Payment”) would be subject to the excise tax

imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Executive (such excise

tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”),

the Company will automatically reduce such Payments to the extent, but only to the extent, necessary so that no portion of the remaining

Payments will be subject to the Excise Tax, unless the amount of such Payments that the Executive would retain after payment of the Excise

Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the

Executive would retain after payment of all applicable Federal, state and local taxes after applying such reduction. Unless otherwise

elected by the Executive, to the extent permitted under Code Section 409A, such reduction shall first be applied to any severance payments

payable to the Executive under this Agreement, then to the accelerated vesting on any Equity Awards.

(b)

All determinations required to be made under this Section 11, including the assumptions to be utilized in arriving at such

determination, shall be made by the Company’s independent auditors or such other certified public accounting firm of national standing

reasonably acceptable to the Executive as may be designated by the Company (the “Accounting Firm”) which shall

provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice

from the Executive that there has been a Payment, or such earlier time as is requested by either the Company or the Executive. All fees

and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable

by the Executive, it shall furnish the Executive with a written opinion to such effect. Any determination by the Accounting Firm shall

be binding upon the Company and the Executive.

12.

Legal Fees. The Company will reimburse the Executive for all legal fees associated with the negotiation and execution of

this agreement, up to a maximum amount of five thousand dollars ($5,000 USD). All reasonable legal fees and related expenses (including

costs of experts, evidence and counsel) paid or incurred by the Executive pursuant to any claim, dispute or question of interpretation

relating to this Agreement shall be paid or reimbursed by the Company if the Executive is successful on the merits pursuant to a legal

judgment or arbitration. Each party shall be responsible for its own legal fees and expenses in connection with any claim or dispute relating

to this Agreement except as otherwise provided herein or by law.

13.

Beneficiary. If the Executive dies prior to receiving all of the amounts payable to him in accordance with the terms of

this Agreement, such amounts shall be paid to one or more beneficiaries (each, a “Beneficiary”) designated by

the Executive in writing to the Company during his lifetime, or if no such Beneficiary is designated, to the Executive’s estate.

Such payments shall be made in accordance with the terms of this Agreement. The Executive, without the consent of any prior Beneficiary,

may change his designation of Beneficiary or Beneficiaries at any time or from time to time by a submitting to the Company a new designation

in writing.

14.

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have

been duly given if delivered by hand, email or mailed within the continental United States by first class certified mail, return receipt

requested, postage prepaid, addressed as follows:

If to

the Company:

Immunic, Inc.

c/o Immunic AG

Lochhamer Schlag

82166 Gräfelfing,

Germany

Attn: Chief Executive

Officer

If to the Executive:

To the address on file with the

records of the Company.

Addresses may be changed by

written notice sent to the other party at the last recorded address of that party.

15.

Withholding. The Company shall be entitled to withhold from payments due hereunder any required federal, state or local

withholding or other taxes.

16.

Arbitration.

(a)

If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement or any dispute or claim

between the Executive and the Company or its officers, directors, agents, or employees (a “Dispute”), then either

party may require the matter to be settled by final and binding arbitration by sending written notice of such election to the other party

clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms and conditions

of this Section 16. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for a temporary

restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm or to enforce

the terms of the Confidentiality Agreement.

(b)

The Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association in

accordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having

jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, and specific performance giving effect

to the decision of the arbitrator may be ordered by any court of competent jurisdiction.

(c)

Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance

with this Agreement, and any such party need not comply with the procedural provisions of this Section 16 in order to assert such

counterclaim(s).

(d)

The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located

in New York or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted

pursuant to the Employment Arbitration Rules of the AAA as in effect at the time of the arbitration hearing, such arbitration to be completed

in a sixty (60)-day period. In addition, the following rules and procedures shall apply to the arbitration:

(e)

The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether

the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration

as required by this Section 16.

(f)

The decision of the arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the

decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award

rendered by the arbitrator may be entered by any competent court. Each party submits itself to the jurisdiction of any such court, but

only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder.

(g)

The arbitrator shall have the power to grant all legal and equitable remedies (including, without limitation, specific performance)

and award compensatory and punitive damages if authorized by applicable law.

(h)

Except as otherwise provided in Section 12 or by law, the parties shall bear their own costs in preparing for and participating

in the resolution of any Dispute pursuant to this Section 16, and the costs of the arbitrator(s) shall be equally divided between

the parties.

(i)

Except as provided in the last sentence of Section 16(a), the provisions of this Section 16 shall be a complete defense

to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to

any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 16 shall pay

the costs of the other party, including, without limitation, reasonable attorney’s fees and defense costs.

17.

Recoupment.

(a)

Policy. Any incentive-based compensation received by the Executive including Annual Bonus and Equity Awards, whether pursuant

to this Agreement or otherwise, that is granted, earned or vested based in any part on attainment of a financial reporting measure, shall

be subject to the terms and conditions of the Company’s Claw Back Compensation Policy (the “Recoupment Policy”),

and any other policy of recoupment of compensation as shall be adopted from time to time by the Company’s Board of Directors or

the Compensation Committee as it deems necessary or appropriate to comply with the requirements of Section 954 of the Dodd-Frank Wall

Street Reform and Consumer Protection Act, Section 304 of the Sarbanes-Oxley Act of 2002, and any implementing rules and regulations of

the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with

any of the foregoing. The terms and conditions of the Recoupment Policy, including any changes to the Recoupment Policy adopted from time

to time by the Company, are hereby incorporated by reference into this Agreement.

(b)

Non-Indemnification and Advancement for Recoupment. The Company shall not be obligated to indemnify or advance funds to

the Executive for any payment or reimbursement by the Executive to the Company of any bonus or other incentive-based or equity-based compensation

previously received by the Executive or payment of any profits realized by the Executive from the sale of securities of the Company, as

required in each case under the Securities Exchange Act of 1934 or under the rules of the stock exchange on which the common stock of

the Company is listed (including any such payments or reimbursements under Section 304 and 306 of the Sarbanes-Oxley Act of 2002, or pursuant

to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules and regulations of the U.S.

Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of

the foregoing).

18.

Miscellaneous

(a)

Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State

of New York without regard to the application of choice of law rules.

(b)

Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof

and supersedes any and all other prior agreements, promises, understandings and representations regarding the Executive’s employment,

compensation, severance or other payments contingent upon the Executive’s termination of employment, whether written or otherwise.

(c)

Amendments. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and

signed by the parties hereto.

(d)

Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law,

such provisions shall be construed, if possible, so as to be enforceable under applicable law, or such provisions shall be excluded from

this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in

accordance with its terms.

(e)

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the beneficiaries, heirs and representatives

of the Executive (including the Beneficiary) and the successors and assigns of the Company. The Company shall require any successor (whether

direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to

all or substantially all of its assets, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree

to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no

such succession had taken place. Regardless whether such agreement is executed, this Agreement shall be binding upon any successor of

the Company in accordance with the operation of law and such successor shall be deemed the Company for purposes of this Agreement.

(f)

Successors and Assigns; Non-alienation of Benefits. Except as provided in Section 18(e) in the case of the Company,

or to the Beneficiary in the case of the death of the Executive, this Agreement is not assignable by any party. Compensation and benefits

payable to the Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment,

pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received

by the Executive or a Beneficiary, as applicable, and any such attempt to dispose of any right to benefits payable hereunder shall be

void and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance

or other charge.

(g)

Remedies Cumulative; No Waiver. No remedy conferred upon either party by this Agreement is intended to be exclusive of any

other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or

hereafter existing at law or in equity. No delay or omission by either party in exercising any right, remedy or power hereunder or existing

at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time

to time and as often as may be deemed expedient or necessary by such party in such party’s sole discretion.

(h)

Survivorship. Notwithstanding anything in this Agreement to the contrary, all terms and provisions of this Agreement that

by their nature extend beyond the Date of Termination shall survive termination of this Agreement.

(i)

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but

all of which, when taken together, shall constitute one document.

19.

No Contract of Employment. Except as otherwise provided herein, nothing contained in this Agreement will be construed as

a right of the Executive to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge

the Executive with or without Cause.

20.

Section 409A of the Code.

(a)

The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the

Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent.

The Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this

Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section

409A and the regulations and other guidance promulgated thereunder.

(b)

Notwithstanding any provision in this Agreement to the contrary, if the Executive is deemed on the date of the Executive’s

separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and

using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code

Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation”

pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service,

to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided

to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s

separation from service, and (ii) the date of the Executive’s death. On the first day of the seventh (7th) month following

the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed

pursuant to this Section 20 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits

due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)

To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv))

provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall

be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December

31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision

herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement

or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement,

or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to

be provided, in any other taxable year.

(d)

If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a

separate payment for purposes of Section 409A.

21.

Executive Acknowledgement. The Executive hereby acknowledges that the Executive has read and understands the provisions

of this Agreement, that the Executive has been given the opportunity for the Executive’s legal counsel to review this Agreement,

that the provisions of this Agreement are reasonable and that the Executive has received a copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF,

the parties hereto have caused this Employment Agreement to be executed as of the 24th day of April, 2026.

IMMUNIC, INC.

By:

/s/ Daniel Vitt

Name: Daniel Vitt

Title: Chief Executive Officer

EXECUTIVE

/s/ Michael Panzara

Michael Panzara

EXHIBIT A

CONFIDENTIAL INFORMATION, ASSIGNMENT OF RIGHTS,

NON-SOLICITATION AND NON-COMPETITION AGREEMENT

[SEE ATTACHED]

EXHIBIT B

WAIVER AND RELEASE

This is a Waiver and Release

(“Release”) between Michael Panzara (the “Executive”) and Immunic, Inc. (the “Company”).

The Company and the Executive agree that they have entered into this Release voluntarily, and that it is intended to be a legally binding

commitment between them.

In consideration for and contingent

upon the Executive’s right to receive the benefits described in the Employment Agreement between the Company and the Executive (the

“Employment Agreement”) and this Release, the Executive hereby agrees as follows:

(a) General

Waiver and Release. Except as provided in Paragraph (e) below, the Executive and any person acting through or under the Executive

hereby release, waive and forever discharge the Company, its past and present subsidiaries and affiliates, and their respective successors

and assigns, and their respective past and present officers, trustees, directors, shareholders, employees and agents of each of them,

from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation

attorneys’ fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a “Claim”),

arising or which could have arisen up to and including the date of his execution of this Release, including without limitation those arising

out of or relating to the Executive’s employment or cessation and termination of employment, or any other written or oral agreement,

any change in the Executive’s employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful

discharge (including any Claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character,

and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With

Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Older Workers Benefits Protection Act, the Age Discrimination

in Employment Act, the Executive Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance,

regulation, rule or executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted

by the Executive against the Company or its subsidiaries and affiliates in any legal, administrative or other proceeding. the Executive

agrees that if any action is brought in his name before any court or administrative body, the Executive will not accept any payment of

monies in connection therewith.

(b) Miscellaneous.

the Executive agrees that Section 7(c) of the Employment Agreement (which is specifically incorporated herein by reference) specifies

payments from the Company to himself, the total of which meets or exceeds any and all funds due him by the Company, and that he will not

seek to obtain any additional funds from the Company with the exception of non-reimbursed business expenses. (This covenant does not preclude

the Executive from seeking workers’ compensation, unemployment compensation, or benefit payments from the Company’s insurance

carriers that could be due him.)

Confidentiality and Non-Solicitation Covenants. the Executive warrants that the Executive has, and will comply fully with Section

3(c) of the Employment Agreement and the provisions of the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition

Agreement by and between the Company and the Executive.

(d) THE

COMPANY AND THE EXECUTIVE AGREE THAT THE BENEFITS DESCRIBED IN SECTION 7(C) OR SECTION 8 OF THE EMPLOYMENT AGREEMENT, AS SUBJECT TO THE

EXECUTIVE’S COMPLIANCE WITH SECTION 10 THEREOF, ARE CONTINGENT UPON THE EXECUTIVE SIGNING THIS RELEASE. THE EXECUTIVE FURTHER UNDERSTANDS

AND AGREES THAT IN SIGNING THIS RELEASE, THE EXECUTIVE IS RELEASING POTENTIAL LEGAL CLAIMS AGAINST THE COMPANY. THE EXECUTIVE UNDERSTANDS

AND AGREES THAT IF HE DECIDES NOT TO SIGN THIS RELEASE, OR IF HE REVOKES THIS RELEASE, THAT HE WILL IMMEDIATELY REFUND TO THE COMPANY

ANY AND ALL SEVERANCE PAYMENTS AND OTHER BENEFITS HE MAY HAVE ALREADY RECEIVED.

(e) The

waiver contained in Paragraph (a) and (b) above does not apply to:

(i) Any claims for benefits under employee benefit plans in accordance with the terms of the applicable employee

benefit plan, including the Executive’s right to elect continuation coverage under the Company’s group health, dental and/or

visions plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA),

(ii) Any right to exercise stock options or stock appreciation rights that were vested and exercisable on the

Date of Termination in accordance with the terms thereof (as modified by the Employment Agreement);

(iii) Any Claim under or based on a breach of the Company’s obligations to pay the compensation and benefits

described in Sections 5 or 7(a) or (c) or 8 of the Employment Agreement,

(iv) Rights or Claims that may arise under the Age Discrimination in Employment Act after the date that the

Executive signs this Release,

(v) Any right to indemnification by the Company or to coverage under directors and officers liability insurance

to which the Executive is otherwise entitled in accordance with the Employment Agreement or the Company’s articles of incorporation

or by-laws or other agreement between the Executive and the Company.

(f) THE

EXECUTIVE ACKNOWLEDGES THAT HE HAS READ AND IS VOLUNTARILY SIGNING THIS RELEASE. THE EXECUTIVE ALSO ACKNOWLEDGES THAT HE IS HEREBY ADVISED

TO CONSULT WITH AN ATTORNEY, HE HAS BEEN GIVEN AT LEAST [21][45] DAYS TO CONSIDER THIS RELEASE BEFORE THE DEADLINE FOR SIGNING

IT; [HE HAS RECEIVED A RECEIVED A WRITTEN DESCRIPTION OF THE JOB TITLES AND AGES ALL INDIVIDUALS SELECTED FOR THIS JOB ELIMINATION

PROGRAM AND THE AGES OF ANY INDIVIDUALS IN THE SAME JOB CLASSIFICATIONS WHO ARE NOT SELECTED FOR THIS JOB ELIMINATION PROGRAM AS PROVIDED

BY THE ADEA (SUCH DESCRIPTION ATTACHED AS EXHIBIT A HERETO)]; AND HE UNDERSTANDS THAT HE MAY REVOKE THE RELEASE WITHIN SEVEN (7)

DAYS AFTER SIGNING IT. IF NOT REVOKED WITHIN SUCH PERIOD, THIS RELEASE WILL BECOME EFFECTIVE ON THE EIGHTH (8) DAY AFTER IT IS SIGNED

BY THE EXECUTIVE.

BY SIGNING BELOW, BOTH THE

COMPANY AND THE EXECUTIVE AGREE THAT THEY UNDERSTAND AND ACCEPT EACH PART OF THIS RELEASE.

Michael Panzara

(Date Signed)

ACCEPTED AND DATED AS OF __________________________________

IMMUNIC, INC.

By: ___________________________

Name: _________________________

Title: __________________________

EX-10.2

Filename: e665394_ex10-2.htm · Sequence: 3

April 27, 2026

Andreas Rolf Muehler

Re: Transition, Separation, and Consulting

Agreement

Dear Andreas:

This letter sets forth the terms of the transition,

separation, and consulting agreement (the “Agreement”) which you and Immunic, Inc., a Delaware corporation (the

“Company”) have agreed in the context of your employment transition.

1. Separation Date. Subject to the terms and conditions

of this Agreement, your employment with the Company will continue through April 30, 2026, which will become your employment termination

date (the “Separation Date”).

2. Title. Your title will be changed from Chief Medical Officer to Senior Medical Officer on the date

of this Agreement. As of the date of this Agreement, you will report to the newly appointed Chief Medical Officer of the Company.

3. Service Agreement

with Immunic AG. On or prior to the Separation Date, you will submit a resignation to Immunic AG, a wholly owned subsidiary

of the Company (“Immunic AG”), pursuant to which you will cease to be a member of the Executive Board of Immunic

AG as of the Separation Date, and your Service Agreement, dated December 18, 2023 (the “Service Agreement”),

will terminate without any ongoing obligations other than as expressly set forth herein.

4. Final Pay.

For the remainder of the employment, (a) the Company will pay you all accrued salary earned through the Separation Date, subject to standard

payroll deductions and withholdings, and (b) Immunic AG will pay you all accrued salary earned under the Service Agreement through the

Separation Date, subject to standard payroll deductions and withholdings. On the Company’s first regular payroll payday following

the Separation Date, the Company will make a payment to you in the amount of $23,714, and Immunic AG will pay you an amount equal to €22,567,which

represents payment in full for your unused accrued vacation days.

5. Expense Reimbursements.

You agree that, within thirty (30) days after the Separation Date, you will submit your final documented expense reimbursement statement

reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will

reimburse you for these expenses pursuant to its regular business practices.

6. Consulting Relationship.

You will serve as a consultant to the Company for an initial period of ten (10) months beginning on the Separation Date (the “Consulting

Period”). The Consulting Period may be extended upon the mutual agreement of you and the Company. You may terminate the

Consulting Period, at any time and for any reason, upon fifteen (15) days’ advance written notice to the Company. The Company may

terminate the Consulting Period immediately upon written notice to you in the event of your material breach or violation of this Agreement,

any other legal or contractual obligation to the Company or Immunic AG, or any written Company policy applicable to consultants that has

been disclosed to you. During the Consulting Period, you can identify yourself as a Senior Medical Advisor to the Company.

(a) Consulting Services. As a consultant, you will be responsible for assisting the Company in any

area of your expertise, as reasonably requested by the Chief Executive Officer or Chief Medical Officer of the Company (the “Consulting

Services”). You agree to exercise the highest degree of professionalism and utilize your expertise and creative talents

in performing these services. You agree to make yourself available to perform such Consulting Services throughout the Consulting Period,

on an as-needed basis, up to a maximum of twenty (20) hours per month. When providing the Consulting Services, you shall abide by the

Company’s policies and procedures. The Consulting Services will constitute a permanent reduction in your services to the Company

to not more than 20% of the average level of bona fide services you provided to the Company during the 36-month period immediately preceding

the Separation Date, such that any such Consulting Services shall be deemed a “separation from service” under Section 409A

of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect.

(b) Monthly Retainer. As compensation for providing the Consulting Services to the Company, the Company

will pay you a monthly retainer of $10,000 per month during the Consulting Period. Consultant shall invoice monthly (at the end of the

month) the monthly retainer and Company shall pay undisputed invoices within thirty (30) days of receipt. Invoices can be submitted electronically

through invoice_Immunic_Inc@imux.com.

independent contractor to the Company and not an employee of the Company, and nothing in this Agreement is intended to, or should be construed

to, create a partnership, agency, joint venture or employment relationship after the Separation Date, and (B) the Company will not make

payments for state or federal income tax, FICA (social security and Medicare), make unemployment insurance or disability insurance contributions,

or obtain workers’ compensation insurance on your behalf, and you acknowledge and agree that your relationship with the Company

during the Consulting Period will not be subject to the Fair Labor Standards Act or other laws or regulations governing employment relationships.

(d) Equipment Transfer. The Consulting Services require use of compatible and approved equipment. On

the Separation Date, you will be allowed to retain your computer, laptop, and phone provided by the Company to you during employment.

You will provide the Company’s information technology employees with access to all such equipment promptly upon their request to

allow them to remove all Company information from such equipment.

(e) Protection of Information. You acknowledge and reaffirm your continuing obligations under your

Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement with the Company, as well as any other

similar agreement or policy with the Company, which shall apply during the Consulting Period. Without limiting the foregoing, you agree

that during the Consulting Period and thereafter, you will not use or disclose any confidential or proprietary information or materials

of the Company that you obtain or develop in the course of performing Consulting Services for the Company. Notwithstanding the foregoing,

pursuant to 18 U.S.C. Section 1833(b), you shall not be held criminally or civilly liable under any Federal or State trade secret law

for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly

or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made

in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Any and all work product you

create in the course of performing Consulting Services for the Company will be the sole and exclusive property of the Company. You hereby

assign to the Company all right, title, and interest in all inventions, techniques, processes, materials, and other intellectual property

developed in the course of performing Consulting Services for the Company.

7. Equity Awards. You were granted certain equity awards, including in April 2026, pursuant to the

Company’s applicable equity incentive plan(s), equity purchase agreements, and other grant documents (the “Equity Awards”).

As of the Separation Date, 100% of your Equity Awards will be vested. Your Equity Awards shall continue to be governed by the plans under

which they were granted and all applicable grant notices and agreements. You will have three (3) years to exercise any or all vested Equity

Awards, which three (3) year period will begin on the first day after the Separation Date.

8. Severance Benefits.

If you (a) sign and return this Agreement to the Company within twenty-one (21) days of the execution of this Agreement by the Company,

(b) comply with all of your legal and contractual obligations to the Company and (c) do not revoke the ADEA Waiver as defined in Section

9(e) of this Agreement then the Company and Immunic AG will provide you with the following severance benefits (the “Severance

Benefits”):

(a) Salary Payment. (i) the Company will pay you an amount equal $269,100, which is equal to twelve

(12) months of your base salary in effect as of the Separation Date under the Employment Agreement between you and the Company, dated

December 18, 2023 (the “Employment Agreement”), subject to applicable tax withholdings, and (b) Immunic AG will

pay you an amount equal to €256,086, which is equal to twelve (12) months of your fixed annual salary under the Service Agreement

in effect as of the Separation Date (collectively, the “Salary Payment”). The Salary Payment will be paid to

you in a lump sum on or before the Company’s first regular payroll payday following the Release Effective Date (as defined in Section

9(e)).

(b) Bonus. You will be eligible to receive a pro-rated bonus for fiscal year 2026 provided that such

bonus will be determined by the Company in the ordinary course and will be paid (to the extent determined to have been earned by the Company)

when such bonus is paid to other employees of the Company.

9. Other Compensation Or Benefits. You acknowledge that,

except as expressly provided in this Agreement, you have not earned and will not receive from the Company or Immunic AG any additional

compensation (including base salary, bonus, incentive compensation, accelerated vesting or other equity benefits), severance, or benefits

before or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified

benefit plan (e.g., 401(k) plan account) or any vested stock options. You further expressly acknowledge and agree that the benefits being

provided to you under this Agreement are provided in lieu of and extinguish any rights to any severance benefits you are eligible to,

whether under the Employment Agreement, the Service Agreement, or any other agreement, plan or policy of the Company or Immunic AG applicable

to you. By executing this Agreement, you hereby waive any right to any such severance benefits, and you acknowledge and agree that the

Company’s obligations to provide you any and all severance benefits, other than as set forth in this Agreement, are hereby extinguished.

10. Release Of Claims.

(a) General Release of Claims. In exchange for the consideration provided to you under this Agreement

to which you would not otherwise be entitled, you hereby generally and completely release the Company, and its affiliated, related, parent

and subsidiary entities (including Immunic AG), and its and their current and former directors, officers, employees, shareholders, partners,

agents, attorneys, predecessors, successors, insurers, affiliates, and assigns from any and all claims, liabilities, demands, causes of

action, and obligations, both known and unknown, arising from or in any way related to events, acts, conduct, or omissions occurring at

any time prior to and including the date you sign this Agreement.

(b) Scope of Release. This general release includes, but is not limited to: (i) all claims arising

from or in any way related to your employment with the Company or the termination of that employment; (ii) all claims related to your

compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay,

fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; (iii) all claims for breach

of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including

claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory

claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the Title VII

of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation

Act of 1973, the Equal Pay Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act (the “ADEA”),

the Employee Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or

executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by you against

the Company or its subsidiaries and affiliates in any legal, administrative or other proceeding.

obligation to indemnify you pursuant to the Certificate of Incorporation and Bylaws of the Company, any valid fully executed indemnification

agreement with the Company, applicable law, or applicable directors and officers liability insurance; (ii) any claims that cannot be waived

by law; (iii) any claims that arise after the date you execute this Agreement; or (iv) any claims for breach of this Agreement.

(d) Protected Rights. You understand that nothing in this Agreement limits your or anyone else’s

ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations

Board, the Occupational Safety and Health Administration, the Department of Justice, the Securities and Exchange Commission or any other

federal, state or local governmental agency or commission (“Government Agencies”). You further understand this

Agreement does not limit your or anyone else’s ability to communicate with any Government Agencies or otherwise participate in any

investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without

notice to the Company. While this Agreement does not limit your right to receive a government-issued award for information provided to

any Government Agency in connection with a government whistleblower program or protected whistleblower activity, you understand and agree

that, to the maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on

any claims that you have released and any rights you have waived by signing this Agreement.

(e) ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights

you may have under the ADEA (“ADEA Waiver”). You also acknowledge that the consideration given for the ADEA

Waiver is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this

writing, as required by the ADEA, that: (i) your ADEA Waiver does not apply to any rights or claims that arise after the date you sign

this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do

so); (iii) you have twenty-one (21) days to consider this Agreement (although you may choose to voluntarily sign it sooner); (iv) you

have seven (7) days following the date you sign this Agreement to revoke it, with such revocation to be effective only if you deliver

written notice of revocation to the Company within the seven (7)-day period; and (v) the ADEA Waiver will not be effective until the date

upon which the revocation period has expired unexercised, which will be the eighth day after you sign this Agreement (“Release

Effective Date”).

11. Return Of Company

Property. You agree that after the Separation Date, upon the request of the Company, you will return to the Company all Company

documents (and all copies thereof) and other Company property in your possession or control, including, but not limited to, Company files,

notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, drafts, financial and operational information,

research and development information, sales and marketing information, customer lists, prospect information, pipeline reports, sales reports,

personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including,

but not limited to, computing and electronic devices, mobile telephones, servers, other than what was transferred to you as per section

6(d) of this Agreement), credit cards, entry cards, identification badges and keys, Company account and device login and password information;

and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions

or embodiments thereof in whole or in part). You agree that you will make a diligent search to locate any such documents, property and

information by the close of business on the Separation Date or as soon as possible thereafter. If you have used any personally owned computer

or other electronic device, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary

data, materials or information, within five (5) days after the Separation Date, you shall provide the Company with a computer-useable

copy of such information and then permanently delete and expunge such Company confidential or proprietary information from those systems;

and you agree to provide the Company access to your system as requested to verify that the necessary copying and/or deletion is completed.

Your timely compliance with this paragraph is a condition to your receipt of the Severance Benefits provided under this Agreement.

12. Non-Disparagement.

Except to the extent permitted by the “Protected Rights” Section above: (a) you agree not to disparage the Company, its officers,

directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to its or their

business, business reputation, or personal reputation; and (b) and the Company agrees to instruct each of its current officers and directors

not to disparage you in any manner likely to be harmful to your business, business reputation, or personal reputation. Nothing in this

paragraph prohibits you, the Company, or any person from responding accurately and fully to any request for information if required by

legal process or in connection with a government investigation. In addition, nothing in this provision or this Agreement prohibits or

restrains you or anyone else from making disclosures protected under the whistleblower provisions of federal or state law or from exercising

your rights to engage in protected speech under Section 7 of the National Labor Relations Act, if applicable.

13. No Voluntary Adverse

Action. You agree that you will not voluntarily (except in response to legal compulsion or as permitted under the section of

this Agreement entitled “Protected Rights”) assist any person in bringing or pursuing any proposed or pending litigation,

arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers,

directors, employees or agents.

14. Cooperation.

You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of

any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during

the period of your employment by the Company. Such cooperation includes, without limitation, making yourself available to the Company

upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions, and

trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation

(excluding foregone wages) and will make reasonable efforts to accommodate your scheduling needs.

15. No Admissions.

You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of

any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

16. Representations.

You hereby represent that you have: been paid all compensation owed and for all hours worked; received all leave and leave benefits and

protections for which you are eligible pursuant to the Family and Medical Leave Act, or otherwise; and not suffered any on-the-job injury

for which you have not already filed a workers’ compensation claim.

17. Miscellaneous.

This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard

to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly

contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended

except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives,

successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and

assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will

not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable

to the fullest extent permitted by law, consistent with the intent of the parties. This Agreement will be deemed to have been entered

into and will be construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles.

Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall

be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be delivered via facsimile, electronic

mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act

or other applicable law (e.g., www.docusign.com) or other transmission method) and shall be deemed to have been duly and validly delivered

and be valid and effective for all purposes, and may be executed in counterparts which shall be deemed to be part of one original, and

facsimile and electronic signatures shall be equivalent to original signatures.

If this Agreement is acceptable to you, please

sign below and return the original to me. In addition, this Agreement is conditioned upon it being your only entitlement to severance

and any related benefits, and any other offer of severance or related benefits of any kind is immediately and automatically withdrawn

and will be null and void and of no further force or effect, even if you have executed such other agreement, upon your execution of this

Agreement. For the avoidance of doubt, under no circumstances will you be eligible to receive benefits under this Agreement and any other

or alternative separation agreement or proposal offered to you by the Company.

We wish you the best in your future endeavors.

Sincerely,

/s/ Daniel Vitt

Daniel Vitt

Chief Executive Officer

I HAVE READ, UNDERSTAND

AND AGREE FULLY TO THE FOREGOING

/s/ Andreas Rolf Muehler

Andreas Rolf Muehler

Date: April 27, 2026

EX-99.1

Filename: e665394_ex99-1.htm · Sequence: 4

Immunic Appoints Accomplished

Biopharmaceutical Executive

Michael A. Panzara, M.D., M.P.H.,

as Chief Medical Officer

–

Proven Leader in Neurology Drug Development, Including for Several Approved Multiple Sclerosis Therapies –

–

Strong Experience in Advancing Late-Stage Clinical Programs and Obtaining Global Regulatory Approvals, Key to Supporting Vidofludimus

Calcium Through Pivotal Development –

NEW

YORK, April 28, 2026 – Immunic, Inc. (Nasdaq: IMUX), a late-stage biotechnology company pioneering the development of novel

oral therapies for neurologic diseases, today announced the appointment of Michael A. Panzara, M.D., M.P.H., as Chief Medical Officer,

effective April 24, 2026. Dr. Panzara will lead the company’s development organization, including clinical development, medical

affairs, and regulatory affairs, and will be a critical partner to the Chief Executive Officer and the Board of Directors in defining

and driving the overall company strategy. Dr. Panzara succeeds Andreas Muehler, M.D., M.B.A.

“Mike is a globally renowned biopharmaceutical

executive and drug developer with deep expertise in neurology and proven leadership in advancing transformational therapies through development

and the regulatory approval process,” stated Daniel Vitt, Ph.D., Chief Executive Officer of Immunic. “Notably, during his

tenure at Sanofi Genzyme, Mike oversaw the global regulatory approvals of the multiple sclerosis (MS) drugs LEMTRADA® and AUBAGIO®.

During his time at Biogen, he served as global clinical lead for the development of TYSABRI® and managed their late-stage portfolio

of MS products. His depth of experience will be invaluable as we advance vidofludimus calcium through the pivotal clinical readout of

our phase 3 ENSURE trials in relapsing MS, and toward potential regulatory approval and commercialization in this indication. His leadership

will support the company strategy as we continue our transition into a fully integrated commercial-stage company.”

“This is a critically important time in

Immunic’s evolution and I am excited to be joining the company at such a pivotal inflection point,” said Dr. Panzara. “Vidofludimus

calcium’s potential to treat MS by targeting both immunological and neuroprotective pathways holds promise to redefine the treatment

landscape and meaningfully impact the lives of so many people who continue to struggle with their MS. I look forward to building upon

the team’s successes to further advance Immunic’s clinical programs, including the phase 3 ENSURE trials and the planned phase

3 trial of vidofludimus calcium in primary progressive MS.”

Dr. Panzara brings over 25 years of global neurology

experience to Immunic. He most recently served as Chief Medical Officer of Neurvati Neurosciences, Inc., where he built a Development

Organization to support the creation of sub-companies focused on advancing therapeutic candidates in neurological and psychiatric disorders.

This included serving as Chief Medical Officer of Neurvati’s first sub-company, GRIN Therapeutics, overseeing development of radiprodil,

a negative allosteric modulator targeting the NMDA receptor as a potential treatment for rare genetically defined neurodevelopmental disorders.

Prior to Neurvati, Dr. Panzara served as Chief Medical Officer and Head of Therapeutics Discovery and Development at Wave Life Sciences

Ltd., after initially joining the company as Franchise Lead, Neurology, where he oversaw Wave’s therapeutic research and development

portfolio with a focus on genetically-defined neurological diseases. Earlier, he served as the Head of the Multiple Sclerosis, Neurology

and Ophthalmology Therapeutic Area for Global Development at Sanofi Genzyme, where he oversaw global regulatory approvals of the MS drugs

LEMTRADA® (alemtuzumab) and AUBAGIO® (teriflunomide) and was responsible for development strategy and oversight within these therapeutic

areas. Prior to joining Sanofi Genzyme, Dr. Panzara was Vice President and Chief Medical Officer of Neurology at Biogen. During his time

there, he served as the global clinical lead for the development of TYSABRI® (natalizumab) for MS, overseeing its clinical program

and global approvals, and managed clinical development activities for all late-stage MS products, including AVONEX® (interferon beta-1a),

PLEGRIDY® (PEG-interferon beta-1a), and TECFIDERA® (dimethyl fumarate). He currently serves on the Boards of Directors of LeonaBio,

Inc. and Cadenza Bio, Inc..

Dr. Panzara received his undergraduate degree

in biology from the University of Pennsylvania and his medical degree from Stanford University School of Medicine. He completed his neurology

training at Massachusetts General Hospital and conducted postdoctoral training in immunology and rheumatology at Brigham and Women’s

Hospital. He also holds a Master of Public Health from the Harvard School of Public Health.

Dr. Vitt added, “On behalf of the entire

team, I would like to sincerely thank Andreas for his leadership and invaluable contributions as Co-Founder and Chief Medical Officer

of Immunic. It is due in large part to his expertise and stewardship that vidofludimus calcium has advanced successfully into late-stage

clinical development. That said, we are delighted that he will continue to support the company as a consultant during this key phase for

Immunic and our evolution into a fully-fledged commercial company.”

“It has been a true privilege to serve as

Chief Medical Officer of Immunic for the past 10 years,” said Dr. Muehler. “During this time, I had the opportunity to build

and grow the clinical development organization and advance the company’s development pipeline. Most notably, we progressed vidofludimus

calcium from the preclinical stage into late-stage clinical development, achieving clinical proof-of-concept in both relapsing and progressive

MS, and are now just months away from the pivotal phase 3 readout in relapsing MS. This journey has truly been a team effort. I have been

fortunate to work alongside an exceptional group of colleagues, whose dedication and expertise made these achievements possible. I am

delighted to pass the baton to Dr. Panzara, whose extensive medical, clinical and regulatory background makes him ideally suited to guide

vidofludimus calcium into its next chapter. I am immensely proud of what our team has accomplished and remain highly confident in Immunic’s

potential to make a meaningful impact in the MS space by delivering a unique and innovative new therapeutic option for patients living

with this devastating disease.”

The

Compensation Committee of Immunic’s Board of Directors granted Dr. Panzara an initial equity option to purchase 300,000 shares

of common stock of the company under the Immunic, Inc. 2026 Inducement Equity Compensation Plan (the “Options”). The Options

were granted as an inducement material to Dr. Panzara’s commencement of employment pursuant to NASDAQ Listing Rule 5635(c)(4).

The Options will be time vested, with one half vesting on the one-year anniversary of April 24, 2026 and one half vesting in equal monthly

installments over a period of twenty-four (24) months following the first anniversary of April 24, 2026.

About Immunic,

Inc.

Immunic, Inc. (Nasdaq:

IMUX) is a late-stage biotechnology company pioneering the development of novel oral therapies for neurologic diseases. The company’s

lead development program, vidofludimus calcium (IMU-838), is currently in phase 3 clinical trials for the treatment of relapsing multiple

sclerosis, for which top-line data is expected to be available by the end of 2026. It has already shown therapeutic activity in phase

2 clinical trials in relapsing-remitting multiple sclerosis, progressive multiple sclerosis and other diseases. Vidofludimus calcium combines

neuroprotective effects, through its mechanism as a first-in-class nuclear receptor-related 1 (Nurr1) activator, with additional anti-inflammatory

and anti-viral effects, by selectively inhibiting the enzyme dihydroorotate dehydrogenase (DHODH). The company’s development pipeline

also includes earlier-stage programs, including IMU-856 and IMU-381, aimed at building a broader therapeutics platform addressing neurodegenerative,

chronic inflammatory, and autoimmune-related diseases. For further information, please visit: www.imux.com.

Cautionary

Statement Regarding Forward-Looking Statements

This press release contains "forward-looking

statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation

Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future

operations, future financial position, future revenue, projected expenses, sufficiency of cash and cash runway, expected timing, development

and results of clinical trials, prospects, plans and objectives of management are forward-looking statements. Examples of such statements

include, but are not limited to, statements relating to expectations regarding the appointment of Dr. Panzara and his integration into

the company; Immunic's development programs and the targeted diseases; the potential for Immunic's development programs to safely and

effectively target diseases; preclinical and clinical data for Immunic's development programs; the timing of current and future clinical

trials, anticipated clinical milestones and regulatory approvals; the nature, strategy and focus of the company and further updates with

respect thereto; the development and commercial potential of any product candidates of the company; expectations regarding the capitalization,

resources and ownership structure of the company; and the executive and board structure of the company. Immunic may not actually achieve

the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should

not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and

involve substantial risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking

statements as a result of many factors, including, without limitation, increasing inflation, tariffs and macroeconomics trends, impacts

of the Ukraine – Russia conflict and the conflict in the Middle East on planned and ongoing clinical trials, risks and uncertainties

associated with the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations,

the availability of sufficient financial and other resources to meet business objectives and operational requirements, and the ability

to raise sufficient capital to continue as a going concern, the fact that the results of earlier preclinical studies and clinical trials

may not be predictive of future clinical trial results, any changes to the size of the target markets for the company’s products

or product candidates, the protection and market exclusivity provided by Immunic’s intellectual property, risks related to the drug

development and the regulatory approval process and the impact of competitive products and technological changes. A further list and descriptions

of these risks, uncertainties and other factors can be found in the section captioned “Risk Factors,” in the company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, and in the company’s

subsequent filings with the SEC. Copies of these filings are available online at www.sec.gov or ir.imux.com/sec-filings. Any forward-looking

statement made in this release speaks only as of the date of this release. Immunic disclaims any intent or obligation to update these

forward-looking statements to reflect events or circumstances that exist after the date on which they were made. Immunic expressly disclaims

all liability in respect to actions taken or not taken based on any or all of the contents of this press release.

Contact Information

Immunic, Inc.

Jessica Breu

Vice President Investor Relations and Communications

+49 89 2080 477 09

jessica.breu@imux.com

US IR Contact

Rx Communications

Group

Paula Schwartz

+1 917 633 7790

immunic@rxir.com

US Media Contact

KCSA Strategic Communications

Caitlin Kasunich

+1 212 896 1241

ckasunich@kcsa.com

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v3.26.1

Cover

Apr. 24, 2026

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Apr. 24, 2026

Entity File Number

001-36201

Entity Registrant Name

IMMUNIC, INC.

Entity Central Index Key

0001280776

Entity Tax Identification Number

56-2358443

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1200 Avenue of the Americas

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Country

Entity Address, Postal Zip Code

10036

City Area Code

(332)

Local Phone Number

255-9818

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Common Stock, par value $0.0001

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IMUX

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NASDAQ

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