Form 8-K

8-K — IMMUNIC, INC.

Accession: 0001193805-26-000495

Filed: 2026-04-23

Period: 2026-04-22

CIK: 0001280776

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — e665386_8k-immunic.htm (Primary)

EX-3.1 (e665386_ex3-1.htm)

EX-99.1 (e665386_ex99-1.htm)

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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 22, 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

(Address of Principal Executive Offices)

(Zip Code)

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 each exchange on which registered

Common stock, $0.0001 par value per share

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 (§ 240.12b-2 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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth in Item 5.03 below is hereby incorporated

herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On April 14, 2026, Immunic, Inc. (the

“Company”) held a special meeting of stockholders (the “Special Meeting). At the Special Meeting, the

Company’s stockholders approved a reverse stock split of the Company’s issued and outstanding common stock, par value

$0.0001 per share (the “Common Stock”) at a ratio in the range of 1-for-10 to 1-for-30, with such ratio (the

“Reverse Stock Split”) to be determined by the Board. The specific 1-for-10 ratio was subsequently determined by the Board.

On April 22, 2026, the Company filed a Certificate

of Amendment (the “Certificate of Amendment”) to amend the Company’s certificate of incorporation, as amended and restated

(the “Charter”), with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at a 1-for-10 ratio

(the Common Stock after giving effect to the Reverse Stock Split, the “New Common Stock”).

The Company expects that the New Common Stock will begin trading on

the Nasdaq Capital Market on a post-split basis under the Company’s existing trading symbol, “IMUX,” when the market

opens on April 27, 2026. The CUSIP identifier for the New Common Stock will be 4525EP200.

As a result of the effectiveness of the Reverse Stock Split, every

(10) shares Common Stock will be automatically combined, converted and changed into one (1) share of New Common Stock, without any change

in the number of authorized shares or the par value per share. The Reverse Stock Split will reduce the number of shares issued and outstanding

from approximately 136 million shares of Common Stock to approximately 13.6 million shares of New Common Stock. In addition, a proportionate

adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options,

restricted stock units and warrants to purchase shares of Common Stock.

No fractional shares will be issued in connection with the Reverse

Stock Split. In lieu thereof, the Company’s transfer agent shall aggregate all fractional shares of Common Stock that would otherwise

have been issued as a result of the Reverse Stock Split into whole shares of New Common Stock and shall arrange for the sale of such whole

shares on the open market at then-prevailing prices. Stockholders of record who otherwise would be entitled to receive fractional shares

because they hold a number of shares of Common Stock not evenly divisible by the reverse stock split ratio shall be entitled to receive,

in lieu thereof, a cash payment equal to such holder’s allocable share of the total proceeds of such sales, without interest, and

such cash payment shall be made as soon as practicable following the effective time of the Reverse Stock Split.

Insofar as the foregoing constitutes a summary of the Certificate of

Amendment, it does not purport to be complete and is qualified in its entirety by reference to the full text of Certificate of Amendment,

a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On April 23, 2026, the Company issued a press

release to announce the effective date for the Reverse Stock Split. A copy of the press release is attached to this report as Exhibit

99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

3.1

Certificate of Amendment to the Certificate of Incorporation, as amended and restated, dated April 22, 2026.

99.1

Press Release dated April 23, 2026.

104

Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Immunic, Inc.

Date:

April 23, 2026

By:

/s/ Daniel Vitt

Daniel Vitt

Chief Executive Officer

EX-3.1

Filename: e665386_ex3-1.htm · Sequence: 2

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

IMMUNIC, INC.

Immunic, Inc., a corporation organized and existing under the laws

of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. The name of the Corporation is Immunic, Inc.

2. The Amended and Restated Certificate of Incorporation of the Corporation

is amended by adding the following new paragraph to the end of Article Four, Part A. Authorized Shares:

3. Upon the filing and effectiveness (the “Effective

Time”) of this amendment to the Corporation’s Certificate of Incorporation, as amended, pursuant to the Delaware General

Corporation Law, each ten (10) shares of the Common Stock issued immediately prior to the Effective Time (the “Old Common

Stock”) shall be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of the Corporation’s

Common Stock, $0.0001 par value per share (the “New Common Stock”), without any action by the holder thereof

(the “Reverse Stock Split”). No fractional shares of New Common Stock shall be issued as a result of the Reverse

Stock Split and, in lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares of New Common Stock that

would otherwise have been issued as a result of the Reverse Stock Split into whole shares of New Common Stock and shall arrange for the

sale of such whole shares on the open market at then-prevailing prices. Each person who would otherwise be entitled to a fractional share

of New Common Stock as a result of the Reverse Stock Split shall be entitled to receive, in lieu thereof, a cash payment equal to such

holder’s allocable share of the total proceeds of such sales, without interest, and such cash payment shall be made as soon as practicable

following the Effective Time. Each book entry position that immediately prior to the Effective Time represented shares of Old Common Stock

shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such book

entry position shall have been reclassified and combined, subject to the elimination of fractional shares set forth above.

3. This Certificate of Amendment has been duly adopted by the Board

of Directors and stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

4. This Certificate of Amendment shall become effective as of 12:01

AM, Eastern Time on April 27, 2026.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of

Amendment to be duly executed in its corporate name as of the 22nd day of April, 2026.

By:

/s/ Daniel Vitt

Daniel Vitt

Chief Executive Officer

EX-99.1

Filename: e665386_ex99-1.htm · Sequence: 3

Immunic, Inc. Announces 1-for-10 Reverse

Stock Split

NEW YORK,

April 23, 2026 – Immunic,

Inc. (Nasdaq: IMUX), a late-stage biotechnology company pioneering

the development of novel oral therapies for neurologic diseases (the “Company” or “Immunic”), today announced

that it will effect a reverse stock split of its outstanding shares of common stock, effective as of 12:01 a.m. Eastern Time on April

27, 2026.

Immunic’s common stock will continue to

be traded on the Nasdaq Capital Market under the symbol “IMUX” and will begin trading on a reverse stock split-adjusted basis

at the opening of the Nasdaq Capital Market on April 27, 2026. The new CUSIP number for the split-adjusted common stock will be 4525EP200.

At the Company's special meeting of stockholders

on April 14, 2026, the stockholders approved a proposal to amend the Company's certificate of incorporation to effect a reverse split

of the Company's outstanding common stock at a ratio in the range of 1-for-10 to 1-for-30, with such final ratio to be determined at the

discretion of the Board of Directors (the “Board”). The specific 1-for-10 ratio was subsequently determined by the Board.

The reverse stock split is primarily intended to allow Immunic to meet its contractual obligations under the securities purchase agreement

entered into between the Company and certain institutional and accredited investors on February 12, 2026.

Immunic has filed an amendment to its certificate

of incorporation, which was accepted for filing by the Department of State of Delaware on April 22, 2026. Upon the effectiveness of the

reverse stock split at 12:01 a.m. on April 27, 2026, every ten shares of issued and outstanding common stock will automatically be combined

and converted into one issued and outstanding share of common stock. No fractional shares will be issued in connection with the reverse

stock split. In lieu thereof, the Company’s transfer agent shall aggregate all fractional shares of common stock that would otherwise

have been issued as a result of the reverse stock split into whole shares of common stock and shall arrange for the sale of such whole

shares on the open market at then-prevailing prices. Stockholders of record who otherwise would be entitled to receive fractional shares

because they hold a number of shares of common stock not evenly divisible by the reverse stock split ratio shall be entitled to receive,

in lieu thereof, a cash payment equal to such holder’s allocable share of the total proceeds of such sales, without interest, and

such cash payment shall be made as soon as practicable following the effective time of the reverse stock split. The reverse stock split

will reduce the number of issued and outstanding shares of Immunic’s common stock from approximately 136 million to approximately

13.6 million.

The reverse stock split will not reduce the number

of authorized shares of common stock or change the par value of the common stock. The reverse stock split will affect all stockholders

uniformly and will not affect any stockholder's ownership percentage of Immunic’s shares of common stock (except to the extent that

the reverse stock split would result in some of the stockholders receiving cash in lieu of fractional shares). The common stock issued

pursuant to the reverse stock split will remain fully paid and non-assessable. All outstanding stock options, warrants, restricted stock

units, and similar securities entitling their holders to receive or purchase shares of common stock will be proportionally adjusted as

a result of the reverse stock split, both in terms of their exercise prices or other stock price thresholds and as well as to the number

of underlying shares, as required by the terms of each security.

Detailed information about the reverse stock split

can be found in the definitive proxy statement filed with the Securities and Exchange Commission on March 2, 2026, a copy of which is

available on the Company’s website under the Investor Relations page.

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

Certain statements made herein that are not historical

facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of

1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”

“to be,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”

“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”

“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not

statements of historical matters. Examples of such statements include, but are not limited to, statements relating to the timing and consummation

of the Company’s reverse stock split. 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

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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