DEF 14A 1 e665517_def14a-immunic.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12

IMMUNIC, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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1200 Avenue of the Americas, Suite 200
New York, New York 10036

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Immunic, Inc. (“Immunic” or the “Company”), to be held on June 29, 2026 at 9:00 a.m. Eastern time, virtually via the Internet at edge.media-server.com/mmc/p/8xoh7b7j. The annual stockholders meeting will be a completely virtual meeting and will be conducted exclusively by webcast on the Internet. No physical meeting will be held.

Details regarding how to attend the annual meeting and the business to be conducted at the annual meeting are more fully described in the accompanying notice of annual meeting of stockholders and proxy statement.

Your vote is important. Regardless of whether you plan to attend the annual meeting, it is important that your shares be represented and voted at the annual meeting, and we hope you will vote as soon as possible. You may vote by proxy over the Internet or by telephone by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the annual meeting regardless of whether you attend the annual meeting.

Thank you for your ongoing support of, and continued interest in, Immunic, Inc.

Sincerely,

Michael Bonney

Chair of the Board of Directors

New York, New York
May 29, 2026

TABLE OF CONTENTS

Page

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING	2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	9
PROPOSAL NUMBER 1 ELECTION OF CLASS III DIRECTORS	20
PROPOSAL NUMBER 2 TO APPROVE AN AMENDMENT TO THE EXISTING 2019 OMNIBUS PLAN	21
PROPOSAL NUMBER 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	32
REPORT OF THE AUDIT COMMITTEE	33
EXECUTIVE OFFICERS	34
EXECUTIVE COMPENSATION	36
RELATED PERSON TRANSACTIONS	55
SECURITY OWNERSHIP	56
OTHER MATTERS	60
PROPOSALS OF STOCKHOLDERS FOR 2027 ANNUAL MEETING	60

IMMUNIC, INC.

1200 Avenue of the Americas, Suite 200

New York, New York 10036

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date		9:00 a.m. Eastern time, on June 29, 2026

Place		Virtually via the Internet at edge.media-server.com/mmc/p/8xoh7b7j. No physical meeting will be held.

Items of Business		(1) To elect Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick as Class III Directors to serve until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified. (2) To approve an amendment to the Immunic, Inc. 2019 Omnibus Equity Incentive Plan, as Amended (the “Existing 2019 Omnibus Plan”), to increase the number of shares of common stock authorized for issuance by 6,000,000 shares to a total of 8,644,887 shares. (3) To ratify the appointment of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. (4) To transact other business that may properly come before the annual meeting.

Adjournments and Postponements		Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record Date		May 26, 2026 Only stockholders of record of our common stock as of the close of business on May 26, 2026 are entitled to notice of and to vote at the annual meeting.

Meeting Admission		You are invited to attend the annual meeting if you are a stockholder of record or a beneficial owner of shares of our common stock, in each case, as of the close of business on May 26, 2026. If you are a stockholder of record, you must use your 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials, to enter the annual meeting. If you are not a stockholder of record but hold shares as a beneficial owner in “street name,” you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting.

Voting		Your vote is very important. You may vote by proxy over the Internet or by telephone by following the instructions on the proxy card or voting instruction card. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers About the Proxy Materials and Annual Meeting beginning on the first page of the accompanying proxy statement.

By order of the Board of Directors,

Michael Bonney

Chair of the Board of Directors
New York, New York
May 29, 2026

IMMUNIC, INC.
PROXY STATEMENT

For the 2026 Annual Meeting of Stockholders to be held on June 29, 2026. The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully.

QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of Immunic, Inc., a Delaware corporation, and any postponements or adjournments thereof. The annual meeting will be held on June 29, 2026 at 9:00 a.m. Eastern time, virtually via the Internet at edge.media-server.com/mmc/p/8xoh7b7j. No physical meeting will be held.

Stockholders are invited to attend the annual meeting and are requested to vote on the items of business described in this proxy statement.

What am I voting on?

You are being asked to vote on three proposals:

·	the election of Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick as Class III Directors to hold office until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

·	the approval of an amendment to the Existing 2019 Omnibus Plan, to increase the number of shares of common stock authorized for issuance by 6,000,000 shares to a total of 8,644,887 shares (the “Plan Amendment”); and

·	the ratification of the appointment of Baker Tilly as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

What if other matters are properly brought before the annual meeting?

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment. If for any reason, Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick are not available as candidates for director, the persons named as proxy holders will vote your proxy for such other candidates as may be nominated by our board of directors.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares:

·	“FOR” the election of Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick;

·	“FOR” the Plan Amendment; and

·	“FOR” the ratification of the appointment of Baker Tilly as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

Who may vote at the annual meeting?

Only stockholders of record as of the close of business on May 26, 2026, the record date, are entitled to vote at the annual meeting. As of the record date, there were 13,621,483 shares of our common stock issued and outstanding, held by approximately 13 holders of record. We do not have cumulative voting rights for the election of directors.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the record date for the annual meeting, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote electronically at the annual meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Nominee. If, at the close of business on the record date for the annual meeting, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank or other nominee provides. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares electronically at the annual meeting unless you obtain a valid proxy from your broker, bank or other nominee.

How can I attend the annual meeting?

You may attend the annual meeting online, including to vote and/or submit questions during the meeting, by logging in at edge.media-server.com/mmc/p/8xoh7b7j. The virtual annual meeting will begin at approximately 9:00 a.m. Eastern time, with log-in beginning at approximately 8:45 a.m. on June 29, 2026. To participate in the virtual annual meeting, you will need the control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the stockholder of record may also be voted electronically during the annual meeting. However, even if you plan to attend the virtual annual meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting.

How can I vote my shares?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in one of the following ways:

·	You may vote electronically at the annual meeting. See above in “How can I attend the annual meeting?”

You may vote by telephone. To vote over the telephone, dial toll-free 1 (800) 776-9437 or +1 (201) 299-4446 from foreign countries using a touch-tone telephone and follow the recorded instructions. Have your proxy card in hand when you call. You will be asked to provide the company number and control number from your proxy card. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m. Eastern time, on June 28, 2026.

You may vote via the Internet. To vote via the Internet, go to www.voteproxy.com to complete an electronic proxy card. Have your proxy card in hand when you visit the website. You will be asked to provide the company number and control number from your proxy card. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m. Eastern time, on June 28, 2026.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card, by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a beneficial owner, you may not vote your shares electronically at the annual meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If you hold your shares in “street name,” you may need to follow additional instructions provided by your broker in order to vote your shares and submit questions during the Annual Meeting. Your broker may require you to obtain a legal proxy which must reflect the number of shares you hold along with your name and email address. The legal proxy must then be submitted to Equiniti at proxy@equiniti.com, by fax to 718-765-8730, or mailed to:

Equiniti Trust Company, LLC Attn: Proxy Tabulation Department

1110 Centre Pointe Curve Suite 101

Mendota Heights, MN 55120

Your submission to Equiniti must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on June 15, 2026. A confirmation of registration email and voter control number from Equiniti will be issued after registration materials have been received.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name.

If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the annual meeting by:

·	entering a new vote by Internet or telephone (until the applicable deadline for each method as set forth above);

·	returning a later-dated proxy card (which automatically revokes the earlier proxy);

·	providing a written notice of revocation to our corporate secretary at Immunic, Inc., 1200 Avenue of the Americas, Suite 200, New York, New York 10036, Attn: Corporate Secretary; or

·	attending the annual meeting and voting electronically. Attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee.

If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

Do any of the proposals entitle me to a dissenter’s right of appraisal?

Our stockholders are not entitled to dissenters’ rights in connection with any of the proposals to be voted on at the annual meeting. Furthermore, we do not intend to independently provide our stockholders with any such rights.

What is the effect of giving a proxy?

Proxies are solicited by, and on behalf of, our board of directors. Our CEO and CFO have been designated as proxies for the annual meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above and, if any other matters are properly brought before the annual meeting, the shares will be voted in accordance with the proxies’ judgment.

How many votes do I have?

On each matter to be voted upon at the annual meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date.

What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares required to be present or represented at the annual meeting for the meeting to be properly held under our bylaws and Delaware law. Holders of a majority of the voting power of our outstanding common stock entitled to vote at the annual meeting must be present in person or represented by proxy for us to hold and transact business at the annual meeting. On the record date, there were 13,621,483 shares outstanding and entitled to vote. Thus, the holders of at least 6,810,742 shares that must be present in person or represented by proxy at the annual meeting to have a quorum, i.e., the number of holders of more than half of the voting power of outstanding common stock entitled to vote.

Abstentions, “WITHHOLD” votes, and “broker non-votes” (as explained below) are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the meeting may be adjourned to another date by the chairman of the meeting or the holders of a majority of the voting power present in person or represented by proxy at the annual meeting and entitled to vote thereat.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed “non-routine.” There is at least one “routine” matter to be voted upon at the meeting relating to the ratification of Baker Tilly as our independent auditors for the year ending December 31, 2026. Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine,” matters. In the event that a broker votes shares on the “routine” matters, but does not vote shares on the “non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine” proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

What matters are considered “routine” and “non-routine”?

The ratification of the appointment of Baker Tilly as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal No. 3) is considered routine under applicable federal securities rules. All other proposals are considered “non-routine” under applicable federal securities rules.

What are the effects of abstentions and broker non-votes?

Abstentions (i.e. shares present at the Annual Meeting and marked “abstain”) are deemed to be shares present or represented by proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present. Abstentions are not counted as a vote either for or against Proposal No. 1 or 2, and are counted as a vote against Proposal No. 3.

A broker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at the Annual Meeting. In this situation, the broker, bank or other nominee will not vote on the “non-routine” matter. Broker non-votes are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon.

Note that if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the proposal for the ratification of the appointment of Baker Tilly as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 3). A broker or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include all proposals other than Proposal 3, including the election of directors. Accordingly, we encourage you to provide voting instructions to your broker or other nominee whether or not you plan to attend the meeting.

What is the voting requirement to approve each of the proposals?

Proposal No. 1: Election of Class III Directors. The election of each of Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick requires a plurality of the votes cast by the holders of shares present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors. This means that if Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick each receives a single vote, they will be elected as Class III Directors. You may vote “FOR” or “WITHHOLD” for Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick. Because the outcome of this proposal will be determined by a plurality vote, shares voted “WITHHOLD” will not prevent Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick from being elected as directors. Shares voted “WITHHOLD” will count towards the quorum requirement for the annual meeting.

Proposal 2: Approve an Amendment to the Existing 2019 Omnibus Plan. The approval of the Plan Amendment, which will amend our Existing 2019 Omnibus Plan to increase the number of shares of Common Stock authorized for issuance by 6,000,000 shares to a total of 8,644,887 shares requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal.

Proposal No. 3: Ratification of Appointment of Baker Tilly. The ratification of the appointment of Baker Tilly requires the affirmative vote of a majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal.

Who will count the votes?

A representative of Equiniti Trust Company, LLC will tabulate the votes and act as inspector of elections.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record: Shares Registered in Your Name.

If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

·	“FOR” the election of Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick;

·	“FOR” the approval of an amendment to our Existing 2019 Omnibus Plan to increase the number of shares of Common Stock authorized for issuance by 6,000,000 shares to a total of 8,644,887 shares;

·	“FOR” the ratification of the appointment of Baker Tilly as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

In addition, if any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee.

Brokers, banks and other nominees holding shares of common stock in “street name” for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on the sole “routine” matter - Proposal No. 3 relating to ratifying the appointment of Baker Tilly. Absent direction from you, however, your broker, bank or other nominee will not have the discretion to vote on Proposal No. 1 relating to the election of directors or Proposal No. 2 relating to the Plan Amendment.

How can I contact Immunic’s transfer agent?

You may contact our transfer agent by writing to Equiniti Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. You may also contact our transfer agent via email at help@astfinancial.com or by telephone at 1 (800) 937-5449.

How are proxies solicited for the annual meeting, and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. In addition, we have engaged the proxy solicitation firm, Campaign Management LLC (“Campaign Management”), to provide strategic advice and solicit proxies on behalf of our Board in connection with the annual meeting. Campaign Management may solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. We have agreed to pay Campaign Management a base fee of $10,000 plus additional fees for requested services, to reimburse all costs and expenses, and to indemnify Campaign Management in connection with its performance of services.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Campaign Management:

Strategic Stockholder Advisor and Proxy Solicitation Agent

15 West 38^th Street, Suite #747, New York, New York 10018

North American Toll-Free Phone:

1-844-264-9255

Email: info@campaign-mgmt.com

Call Collect Outside North America: +1 (212) 632-8422

Where can I find the voting results of the annual meeting?

We will announce preliminary voting results at the annual meeting. We will also disclose voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) within four business days after the annual meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the annual meeting, we will file a Current Report on Form 8-K to publish preliminary results and, within four business days after final results are known, file an additional Current Report on Form 8-K to publish the final results.

What does it mean if I receive more than one set of printed materials?

If you receive more than one set of printed materials, your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each set of printed materials to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the proxy materials to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Upon written or oral request, we will undertake to promptly deliver a separate copy of the proxy materials to any stockholder at a shared address. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials, you may contact us as follows:

Immunic, Inc.
Attention: Investor Relations
1200 Avenue of the Americas, Suite 200

New York, New York 10036
(332) 255-9818

Stockholders who hold shares in “street name” may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

Is there a list of stockholders entitled to vote at the annual meeting?

The names of stockholders of record entitled to vote at the annual meeting will be available at the annual meeting and from our corporate secretary for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m. Eastern time, at our corporate headquarters located at 1200 Avenue of the Americas, Suite 200, New York, New York 10036.

When are stockholder proposals due for next year’s annual meeting?

Please see the section entitled “Proposals of Stockholders for 2027 Annual Meeting” in this proxy statement for more information regarding the deadlines for the submission of stockholder proposals for our 2027 annual meeting.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our board of directors is currently composed of ten members. Two of our current directors, Dr. Vitt and Dr. Neermann, began their service in April 2019 in connection with the stock-for-stock exchange transaction between the Company (then known as Vital Therapies, Inc.) and Immunic AG (the “Exchange Transaction”). Eight of the ten directors that currently comprise our board are “independent directors” within the meaning of such term as set forth in the listing standards of the Nasdaq Stock Market, LLC (“Nasdaq”). Our board is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a term of three years to succeed the class of directors whose terms are then expiring.

The following table sets forth the names, ages, and certain other information for each director with a term expiring at the annual meeting (who is also a nominee for election as a director at the annual meeting) and for each of the continuing members of our board. All information is as of May 26, 2026.

Name	Class		Age		Position	Director Since		Current Term Expires		Expiration of Term for Which Nominated
Nominees for Director
Mr. Thorvald Nagel		III		31	Director		2026		2026		2029
Dr. Richard Rudick		III		75	Director		2023		2026		2029
Mr. Michael Bonney		III		67	Chair of the Board		2026		2026		2029
Continuing Directors
Dr. Daniel Vitt		I		57	Director, Chief Executive Officer		2019		2027		—
Dr. Duane Nash		I		55	Director		2019		2027		—
Ms. Simona Skerjanec		I		62	Director		2024		2027		—
Dr. Jörg Neermann		II		59	Director		2019		2028		—
Ms. Tamar Howson		II		77	Director		2019		2028		—
Mr. Barclay Phillips		II		64	Lead Independent Director		2019		2028		—
Dr. Jon Congleton		II		62	Director		2026		2028		—

Nominees for Director

Mr. Michael Bonney joined the Board in May 2026. Mr. Bonney has served as chair of the board of directors of Autolus Therapeutics plc since April 2024. He has also served as chair of the board of directors of Santa Ana Bio, Inc. since September 2025 and as the chair of the board of directors of Dunad Therapeutics LTD since 2023. He previously served as a director of Alnylam Pharmaceuticals, Inc. from December 2014 to December 2025; as chair of Alnylam from December 2015 to August 2021 and as the company’s executive chair from August 2021 to January 2023. Mr. Bonney previously served as the chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., or Cubist, a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc. (“Merck”)), from June 2003 until his retirement in December 2014, coinciding with Cubist’s acquisition by Merck for $9.5 billion. From 2016 to 2021, Mr. Bonney owned and managed a solo advisory practice where he advised first time CEOs. Mr. Bonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc. and as a director of Bristol-Myers Squibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc., X-Biotix Therapeutics, Inc., and Sarepta Therapeutics, Inc. Mr. Bonney holds a B.A. in economics from Bates College. We believe that Mr. Bonney is qualified to serve on our Board, and as Chair of the Board, due to his significant experience serving in executive and board leadership positions at a wide variety of biotechnology companies.

Mr. Thorvald “Thor” Nagel joined the Board in February 2026. Mr. Nagel has served as an Analyst at BVF, since July 2023, where he conducts in-depth equity research and contributes to investment analysis across the life sciences sector. From June 2021 through July 2023, Mr. Nagel was a senior analyst with Monashee Investment Management LLC. He previously held roles with Stifel Financial Corp. Mr. Nagel received his Master of Science from the University of Notre Dame and his Bachelor’s degree in Chemical Engineering from Vanderbilt University. We believe that Mr. Nagel’s expertise in the areas of financing strategy, capital markets, and business development for life science companies qualify him to serve as a member of our board.

Dr. Richard Rudick. Dr. Rudick joined the Board in April 2023. Dr. Rudick has served since January 2023 as the President and CEO of Astoria Biologica, a private biotechnology company developing novel therapies for multiple sclerosis. Previously, Dr. Rudick served as the Vice President of Development Science at Biogen, Inc., a biotechnology company which engages in discovering, developing, and delivering therapies for neurological and neurodegenerative diseases, from May 2014 until September 2020. Dr. Rudick also served as a staff neurologist and director of the Mellen Center for the Cleveland Clinic from January 1987 until May 2014. Dr. Rudick holds an M.D. from Case Western Reserve University School of Medicine. We believe that Dr. Rudick‘s extensive leadership in clinical research and development experience of multiple sclerosis treatments qualify him to serve on our board.

Continuing Directors

Dr. Daniel Vitt. Dr. Vitt is our Chief Executive Officer and a member of the board, positions he has held since April 2019. On May 22, 2026, Daniel Vitt, resigned as the Chief Executive Officer of the Company, effective June 1, 2026. Dr. Vitt will continue to serve as a member of the Company’s Board, and retain responsibility for scientific strategy and portfolio advancement. From January 2017 to 2022, he was also managing director of Immunic Research GmbH in Halle (Saale), our Germany subsidiary. He joined Immunic in January 2017 from 4SC AG, a publicly listed stock company based in Martinsried, Germany, which he co-founded in 1997. At 4SC, he served as Chief Scientific Officer and Chief Development Officer. In addition, from December 2011 to November 2017, Dr. Vitt served as managing director of 4SC Discovery GmbH, a German limited liability company. As a member of the executive board of 4SC, he was responsible for all research and development activities at 4SC group including four clinical stage products. Dr. Vitt currently serves as managing director for Listrax UG, a German limited liability company, and Brauhaus Germering GmbH, a German limited liability company. He is also a director of Immunic Australia Pty Ltd., an Australian limited liability company. Dr. Vitt studied chemistry in Siegen and Würzburg, Germany from 1989 to 1994 and graduated from the University of Würzburg. During his doctoral studies, he focused on the molecular design of small molecule therapeutics. In 1998, he received his Ph.D. from the Institute of Organic Chemistry at the University of Würzburg. We believe that Dr. Vitt’s extensive senior management experience in the life sciences industry, qualify him to serve as a member of our board.

Dr. Duane Nash. Dr. Nash has been a member of the Board since January 2019 and served as Chairman of the Board of Directors from April 2019 to December 2025, and as Executive Chairman from April 2020 to December 2025. Dr. Nash joined the Company in 2012, prior to the Exchange Transaction and has held various leadership roles in the Company, including Medical Director, Executive Vice President, Chief Business Officer, President, and Chief Executive Officer, a position he held until April 2019. Prior to joining the Company, Dr. Nash held various positions at Wedbush PacGrow Life Sciences, an investment bank, where he was employed from March 2009 to March 2012, serving most recently as Senior Vice President in Equity Research. Before that, he was a research analyst at Pacific Growth Equities, an investment bank, from April 2008 through March 2009, which was subsequently acquired by Wedbush Securities, Inc. Dr. Nash also practiced as an attorney from November 2002 to February 2008, most recently at the law firm of Davis Polk & Wardell, where he focused on intellectual property litigation and corporate matters. Dr. Nash has served on the board of directors of public and private companies in the pharmaceutical space since 2012. Dr. Nash earned a B.A. in biology from Williams College, an M.D. from Dartmouth Medical School, a J.D. from the University of California, Berkeley, and an M.B.A. from the University of Oxford. Dr. Nash completed his internship in general surgery at the University of California at San Francisco. We believe that Dr. Nash’s expertise and experience as a director and his service in various executive capacities for the Company, along with his extensive experience as an executive, research analyst and attorney, qualify him to serve as a member of our board.

Ms. Simona Skerjanec. Ms. Skerjanec joined in the Board in July 2024. Ms. Skerjanec has nearly thirty years of global experience in the pharmaceutical industry overseeing product commercialization and business strategy initiatives. From March 2015 until December 2023, Ms. Skerjanec held several leadership positions at Roche in Switzerland, where she most recently served as Senior Vice President, Global Head of Neuroscience and Rare Diseases. In this role, Ms. Skerjanec led business and global corporate strategy for Roche’s portfolio of neurological and rare diseases. Previously, Ms. Skerjanec served as General Manager of Roche in Portugal and served as the Neuroimmunology Franchise Head where she was in charge of certain drug commercialization efforts on behalf of the company. Prior to joining Roche, Ms. Skerjanec was Senior Vice President and Cardiovascular Franchise Head at The Medicines Company where she held various roles in development and commercialization from July 2003 to February 2015. Before her employment at The Medicines Company, Ms. Skerjanec held positions at Eli Lilly, Pfizer, and Johnson & Johnson. Since May 2024, Ms. Skerjanec has served on the board of directors of Avidity Biosciences. Ms. Skerjanec received her M.Pharm from the University of Ljubljana School of Pharmacy and her MBA from Fairleigh Dickinson University. We believe that Ms. Skerjanec’s expertise and decades-long management of research and development and product commercialization efforts in the therapeutic areas of rare diseases, cardiology and neurology qualify her to serve on the Board.

Dr. Jörg Neermann. Dr. Neermann has been a member of the Board since April 2019. Since 2023, Dr. Neermann has been a venture partner with Vorwerk Ventures, a private venture capital fund. He most recently served as the CEO of the privately held German biotech company, Curexsys GmbH from May 2021 until September 2022. Prior to this until the end of 2020, Dr. Neermann worked for Life Sciences Partners (“LSP”) and was the managing director of LSP Services Deutschland GmbH, which provides management services for LSP V Coöperatieve U.A., one of the Company’s stockholders. He joined LSP in January 2007 and left the company in early 2021. Dr. Neermann’s prime focus and responsibility within LSP was to invest in unlisted securities. Prior to joining LSP, Dr. Neermann was the managing director of Deutsche Venture Capital, a venture capital and private equity division of Deutsche Bank, where he ran its healthcare investment franchise. Previously, he worked at Atlas Ventures in Germany where he also invested in the healthcare sector. Dr. Neermann has a strong scientific background and hands-on finance and investment expertise and has served on the boards of numerous European biotech and life science companies. From September 2011 until June 2023, Dr. Neermann served as a non-executive director at Vivoryon N.V., a German biotech company that went public on Euronext Amsterdam in 2014, which is active in the development of novel, disease-modifying therapeutics against Alzheimer’s disease. Currently, Dr. Neermann serves as a non-executive director at Idea AG, a private German company. Dr. Neermann was previously a supervisory board member of ViCentra B.V., a Dutch limited liability company, and Eyesense GmbH, a German limited liability company, until January 2021, Ventaleon GmbH, a German limited liability company, until December 2020, and Kuros AG, a Swiss-headquartered company, until May 2017. Dr. Neermann was also a board member of Imcyse S.A., a Belgian limited liability company, until January 2021. Currently, he is owner and managing director of Betula29 GmbH, a German limited liability company. Dr. Neermann studied biotechnology at the Technical University of Brunswick, Germany, and MIT in Cambridge, USA, and holds a Master’s degree and a Ph.D. in biotechnology from the Technical University in Brunswick, Germany. He also studied economics at the Technical University in Brunswick, Germany, and Harvard Business School. We believe that Dr. Neermann is qualified to serve on our board due to his scientific background and extensive experience as an investor in the biotechnology and healthcare industries, which enable him to contribute important insights to our board on strategic leadership and drug commercialization matters.

Tamar Howson. Ms. Howson has been a member of the Board since October 2019. Ms. Howson has served as an independent director at MEI Pharma, Inc. since September 2019, and Cue Biopharma, Inc. since September 2020. She previously served as an independent director at Organovo Holdings, Inc. from June 2013 until September 2019, Enzymotec until December 2017, ContraVir until October 2018 and Scientus Pharma until December 2019. From January 2009 until December 2011, Ms. Howson worked as a Senior Advisor on the transaction team at JSB-Partners, providing business development support to life sciences companies. Before that, she served as Executive Vice President, Corporate Business Development at Lexicon Pharmaceuticals, Inc. Prior to her role at Lexicon Pharmaceuticals, Inc, Ms. Howson was Senior Vice President, Corporate and Business Development at Bristol-Myers Squibb Company, responsible for worldwide oversight and management of the identification, evaluation and negotiation of mergers and acquisitions, licensing and other external alliance activities. Additionally, Ms. Howson spent nearly a decade at SmithKline Beecham, where she served as Senior Vice President and Director, Business Development and managed the company’s USD 100 million venture capital fund, SR One. We believe that Ms. Howson’s extensive experience in corporate and business development in the biotechnology and pharmaceutical industries qualify her to serve as a member of our board.

Barclay Phillips. Mr. Phillips has been a member of the Board since November 2019. From August 2020 to October 2024, Mr. Phillips was Chief Operating Officer and Chief Financial Officer of Ribometrix, Inc., a discovery stage biotechnology company developing RNA-targeted small molecule therapeutics. Since September 2019, Mr. Phillips has been the managing member of Domantle Consulting LLC, a business strategy consulting firm for biotechnology companies. From 2008 to May 2019, Mr. Phillips served as the Chief Financial Officer for three separate Nasdaq listed, development stage biotechnology companies; G1 Therapeutics, Inc. (GTHX), Novavax (NVAX) and Micromet (acquired by Amgen in 2012 for $1.2B). In addition to carrying the CFO role, Mr. Phillips also held the title of SVP Corporate Development at G1 Therapeutics. During his tenure as CFO, Mr. Phillips was responsible for all finance and accounting functions, financing strategy (successfully raising over $1.4B), Wall Street and investor relations, public relations and corporate strategy and corporate development. Prior to his CFO experience, Mr. Phillips had extensive experience in life science venture investing and public market investing, serving for 9 years as the Managing Director of Vector Fund Management, a late-stage life sciences venture capital fund with over $250 million in committed capital and approximately 30 venture investments in biotechnology, medical technology and healthcare services companies. In addition, Mr. Phillips was Biotechnology Analyst and Director of Venture Investments for INVESCO Funds group, a no-load mutual fund family with a healthcare sector fund franchise totaling over $3.5 billion in assets under management. Mr. Phillips has served on the boards of several public and private companies, including roles as Audit Chair and Chair of the Nominating and Corporate Governance committees. He received a Bachelor of Arts degree in economics from the University of Colorado at Boulder. We believe that Mr. Phillips’ significant expertise in the areas of financing strategy, capital markets, and business development for multiple, Nasdaq-listed life science companies qualify him to serve as a member of our board and lead independent director.

Jon Congleton. Mr. Congleton has been a member of our Board since March 2026. Mr. Congleton has served as President and Chief Executive Officer and as a member of the board of directors of Mineralys Therapeutics, Inc. (“Mineralys”) since November 2020. Prior to joining Mineralys, Mr. Congleton was the Chief Executive Officer of Impel NeuroPharma, Inc. from September 2017 to May 2020. Prior to that, he served as the Chief Executive Officer and as a director of Nivalis Therapeutics, Inc. from January 2015 to February 2017. Mr. Congleton was previously at Teva Pharmaceutical Industries Ltd. (Teva), where for over 18 years, he held positions in general management and global strategic marketing, including Senior Vice President of Teva’s Global Central Nervous System Disorders from April 2013 to December 2014, Senior Vice President of the Global Medicine Group from November 2011 to April 2013, and General Manager of Teva Neuroscience, Inc. in the United States. Prior to joining Teva, Mr. Congleton spent ten years in a variety of commercial roles with predecessor companies of Sanofi. Mr. Congleton earned a B.S. in marketing from Kansas State University. We believe that Mr. Congleton is qualified to serve on our board due to his extensive experience as an executive officer of publicly listed life science companies qualify him to serve as a member of our board.

Director Independence

The listing rules of Nasdaq require us to maintain a board comprised of a majority of independent directors, as determined affirmatively by our board. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and governance committees must be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of our board, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities.

Our board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board has determined that none of Mr. Bonney, Ms. Howson, Dr. Neermann, Mr. Phillips, Dr. Rudick, Ms. Skerjanec, Mr. Congleton, and Mr. Nagel, representing eight of our ten directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each is an “independent director” as that term is defined under the Nasdaq listing rules. Dr. Nash and Dr. Vitt are not currently considered independent directors because of their positions as former Executive Chairman and Chief Executive Officer, respectively. Mr. Phillips is our lead independent director.

In making these determinations, our board considered the relationships that each non-employee director has with us and all other facts and circumstances our board deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure

Our board is currently chaired by Mr. Bonney. Our board believes that the Company and its stockholders are currently best served by this leadership structure. As Chair of the Board, Mr. Bonney promotes unified leadership and direction for our board and management and provides the critical leadership necessary for carrying out our strategic initiatives. Mr. Bonney, together with our board’s strong committee system and independent directors, allows our board to maintain effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates, and corporate governance programs. We believe our current board leadership structure enhances the board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

In addition, Mr. Phillips serves as our lead independent director. As the lead independent director, Mr. Phillips is responsible for:

·	presiding at all meetings of the Board at which the Chair is not present, including any executive sessions of the independent Directors;

·	calling meetings of the independent Directors;

·	serving as an advisor to the CEO and the Chair, as well as a non-exclusive liaison between the Chair and the independent Directors;

·	proposing items to the Chair and CEO for inclusion in agendas for meetings of the Board when the Lead Independent Director determines it is appropriate or necessary;

·	being available, when appropriate, for consultation and direct communication with stockholders; and

·	fulfilling such other responsibilities and carrying out such special projects as the Board may from time to time request.

Role of Board in Risk Oversight Process

Our board has an active role, as a whole and also at the committee level, in overseeing risk management. Our board is responsible for general oversight and regular review of risk management, including financial, strategic, and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and governance committee is responsible for overseeing our corporate governance practices and the management of risks associated with board independence and potential conflicts of interest. Although each committee is responsible for evaluating and overseeing the management of certain risks, the entire board is regularly informed through discussions from committee members about such risks. The board believes its leadership structure is consistent with and supports the administration of its risk oversight function.

Board Meetings and Committees

During our fiscal year ended December 31, 2025, our board held 13 meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board on which he or she served during the periods that he or she served.

Our board has established an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each of the committees of our board are described below.

Audit Committee

Our audit committee members currently consist of Mr. Phillips, Dr. Neermann, and Ms. Skerjanec. Mr. Phillips serves as the chairman. Each of the members of our audit committee is an independent director under the Nasdaq listing rules, satisfies the additional independence criteria for audit committee members and satisfies the requirements for financial literacy under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act, as applicable. Our board has also determined that Mr. Phillips qualifies as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the Nasdaq listing rules.

Our audit committee oversees our corporate accounting and financial reporting processes and the audit and review of our financial statements and assists our board in monitoring our financial systems and financial compliance. Among other responsibilities, our audit committee also:

·	has the sole authority to engage, appoint and oversee the work of our independent auditors;

·	approves the hiring, discharging and compensation of our independent auditors as well as the compensation of any other accountants or auditors engaged by us in connection with the preparation of financial statements;

·	pre-approve all auditing services and related terms and non-audit services to be provided to us by our independent auditors and any other accountants or auditors engaged by us in connection with the preparation of financial statements;

·	evaluates, at least annually, the qualifications, independence and performance of the independent auditors;

·	reviews our financial statements and our critical accounting policies and estimates;

·	assists our board in monitoring and reviewing the adequacy and effectiveness of our internal accounting and financial controls as well as our internal control policies and procedures on a regular basis;

·	reviews our policies with respect to financial risk assessment and financial risk management;

·	reviews and monitors our policies and procedures relating to related person transactions;

·	reviews, in consultation with our independent auditors, our annual audit plan and scope of audit activities, monitoring such annual audit plan’s progress and reviewing and approving the scope and staffing of such plan; and

·	discusses and, as appropriate, reviews with management and our independent auditors our annual and quarterly financial statements and annual and quarterly reports on Forms 10-K and 10-Q, among other matters.

Our audit committee operates under a written charter approved by our board and that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on the corporate governance section of our website, which is located at http://ir.imux.com. Our audit committee held four meetings during 2025.

Compensation Committee

The members of our compensation committee are Ms. Howson, Ms. Skerjanec, Dr. Rudick, and Mr. Congleton. Mr. Congleton is currently the chair of our compensation committee. Our board has determined that each member of our compensation committee is an independent director under the current rules of Nasdaq, satisfies the additional independence criteria for compensation committee members under Rule 10C-1 and the Nasdaq listing rules, is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and is an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Our compensation committee oversees our corporate compensation programs. The compensation committee also:

·	assists our board in providing oversight of our compensation policies, plans and benefits programs;

reviews and recommends for board approval corporate goals and objectives relevant to the compensation of our Chief Executive Officer, our Section 16 executive officers and all other direct reports to the Chief Executive Officer who have material responsibilities within the Company (collectively referred to as the “Designated Employees”);

·	evaluates the performance of our Chief Executive Officer and Designated Employees in light of established goals and objectives;

·	recommends compensation of our Chief Executive Officer and Designated Employees based on its evaluations;

·	reviews and makes recommendations to our board with respect to the salary, benefit plans, compensation policies and programs for the Chief Executive Officer and Designated Employees;

·	reviews and discusses with management the compensation disclosures required by SEC rules;

·	engages a compensation consultant, legal counsel or other external advisors to advise on executive compensation and assess the independence of executive officers in accordance with Nasdaq listing rules;

·	evaluates whether any compensation consultant, legal counsel or other external advisor has a conflict of interest in accordance with the SEC rules; and

·	prepares the annual compensation committee report required by SEC rules.

Our compensation committee operates under a written charter approved by our board which satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on our website at http://ir.imux.com. Our compensation committee held five meetings during 2025.

Nominating and Governance Committee

The members of our nominating and governance committee are Dr. Neermann, Mr. Phillips and Dr. Rudick. Dr. Neermann is the chairman of our nominating and governance committee. Our board has determined that each member of our nominating and governance committee is independent under the Nasdaq listing rules.

Our nominating and governance committee oversees and assists our board in reviewing and recommending nominees for election as directors. Among other responsibilities, the nominating and governance committee also:

·	evaluates and makes recommendations regarding the organization and governance of our board and its committees;

·	assesses the performance of members of our board and makes recommendations regarding committee and chair assignments;

·	recommends desired qualifications for board membership and conducts searches for potential members of our board;

fulfills our board’s oversight responsibility with respect to our cybersecurity policies, overseeing our risk management with respect to cybersecurity, reviewing our adoption and implementation of systems, controls and procedures designed to prevent, detect and respond to cyber-attacks or security breaches involving us, and reviewing our cybersecurity insurance requirements;

·	periodically reviews our policy with respect to the United States Foreign Corrupt Practices Act;

·	monitors the compliance of our senior officers with our Code of Business Conduct and Ethics; and

·	reviews and makes recommendations with regard to our corporate governance guidelines.

Our nominating and governance committee operates under a written charter approved by our board which satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on our website at http://ir.imux.com. Our nominating and governance committee held two meetings during 2025.

Compensation Committee Interlocks and Insider Participation

None of the current or past members of our compensation committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) or director of any entity that has one or more executive officers serving on our compensation committee or our board.

Considerations in Evaluating Director Nominees

In its evaluation of director candidates, including the member or members of the board eligible for reelection, our nominating and governance committee will consider the following:

·	The current size and composition of our board and the needs of the board and its respective committees;

Factors such as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and the like. Our nominating and governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors; and

·	Other factors that our nominating and governance committee may consider appropriate.

The nominating and governance committee also focuses on issues of diversity, such as diversity in experience, international perspective, background, expertise, skills, age, gender, and ethnicity. The nominating and governance committee does not have a formal policy with respect to diversity; however, our board and the nominating and governance committee believe that it is essential that members of our board represent diverse viewpoints. Any nominee for a position on the board must satisfy the following minimum qualifications:

·	The highest levels of personal and professional ethics and integrity;

·	Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

·	Skills that are complementary to those of the existing board;

·	The ability to assist and support management and make significant contributions to the Company’s success; and

·	An understanding of the fiduciary responsibilities required of a member of the board and the commitment of time and energy necessary to diligently carry out those responsibilities.

If our nominating and governance committee determines that an additional or replacement director is required, the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management.

After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full board the director nominee. Our nominating and governance committee has discretion to decide which individuals to recommend for nomination as directors and our board has the final authority in determining the selection of director candidates for nomination to our board.

Requirements for Stockholder Recommendations of a Candidate to our Board

It is the policy of our nominating and governance committee to consider recommendations for candidates to our board from our stockholders. A stockholder that wishes to recommend a candidate for consideration by the committee as a potential candidate for director must direct the recommendation in writing to Immunic, Inc., 1200 Avenue of the Americas, Suite 200, New York, New York 10036, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between us and the candidate and evidence of the recommending stockholder’s ownership of our stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership, including character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, potential conflicts of interest, other commitments and personal references. Further details are set forth below in “Proposals of Stockholders for 2027 Annual Meeting.”

Our nominating and governance committee will consider the recommendation but will not be obligated to take any further action with respect to the recommendation.

Communications with the Board of Directors

In cases where stockholders or other interested parties wish to communicate directly with our non-management directors, messages can be sent to Immunic, Inc., Attention: Corporate Secretary, 1200 Avenue of the Americas, Suite 200, New York, New York 10036. Our corporate secretary monitors these communications and will provide a summary of all received messages to the board at each regularly scheduled meeting of the board. Our board generally meets on a quarterly basis. Where the nature of a communication warrants, our corporate secretary may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the board, non-management directors, independent advisors or our management, as our corporate secretary considers appropriate.

Our corporate secretary may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary. This procedure for stockholder and other interested party communications with the non-management directors is administered by our nominating and governance committee. This procedure does not apply to (i) communications to non-management directors from our officers or directors who are stockholders or (ii) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Director Attendance at Annual Meetings

We do not have a formal policy regarding attendance by members of our board at annual meetings of stockholders.

We encourage, but do not require, directors to attend. All of our board members serving at the time of our 2025 annual meeting attended our 2025 annual meeting.

Code of Business Conduct and Ethics

Our board has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. A copy of the code of business conduct and ethics is available on the corporate governance section of our website, which is located at http://ir.imux.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.

Insider Trading Policy and Employee, Officer and Director Hedging

Our board has adopted a written insider trading policy applicable to all directors, officers and employees, which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Subject individuals are prohibited from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities, including any hedging or similar transaction designed to decrease the risks associated with holding Company securities.

Director Compensation Policy

Cash Compensation

Under our current outside director compensation policy effective March 2026, all non-employee directors are entitled to receive the following cash compensation for their services:

·	each non-employee director receives an annual base retainer of $45,000 except that the non-executive Chairman of the Board receives an additional $35,000;

·	in addition to the annual base retainer, the chairman of our audit committee receives an annual fee of $20,000 and other members of our audit committee receive an annual fee of $10,000;

·	in addition to the annual base retainer, the chairman of our nominating and governance committee receives an annual fee of $10,000 and other members of our nominating and governance committee receive an annual fee of $5,000; and

·	in addition to the annual base retainer, the chairman of our compensation committee receives an annual fee of $15,000 and other members of our compensation committee receive an annual fee of $7,500.

All cash payments to non-employee directors are paid quarterly in arrears. We also reimburse our directors for their reasonable expenses incurred in connection with attending board and committee meetings.

The lead independent director is also entitled to receive an annual cash retainer of $10,000 paid quarterly.

Equity Compensation

In addition to cash compensation, our non-employee directors are also entitled to equity awards under our outside director compensation policy. Each new non-employee director who first joins us is granted an initial award of a non-statutory stock option to purchase 50,740 shares of Company common stock, which had increased from 10,000. In addition, on the date of each annual meeting of stockholders, each non-employee director who has been a non-employee director for six months or more on the date of the annual meeting is granted an annual award of a non-statutory stock option to purchase 25,370 shares of Company common stock, which had increased from 5,000. The initial award vests in 36 monthly installments subject to the director’s continued service with the Company. The annual award vests in 12 monthly installments subject to the director’s continued service with the Company.

Director Compensation

Our compensation committee retained Aon to provide recommendations on non-employee director compensation based on an analysis of market data compiled from comparable companies in the biotechnology industry. The following table summarizes compensation paid to our non-employee directors during or with respect to the fiscal year ended December 31, 2025.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
Mr. Michael Bonney⁽²⁾		—		—		—		—
Ms. Simona Skerjanec		52,160		96,975		—		149,135
Mr. Jon Congleton⁽⁴⁾		—		—		—		—
Dr. Richard Rudick		52,500		96,975		—		149,475
Thorvald Nagel⁽⁴⁾		—		—		—		—
Dr. Jörg Neermann		60,000		96,975		—		156,975
Ms. Tamar Howson		52,840		96,975		—		149,815
Mr. Barclay Phillips		75,000		96,975		—		171,975
Ms. Maria Tornsen⁽⁵⁾		59,660		96,975		—		156,635

* Duane Nash was an executive officer of the Company during the year ended December 31, 2025. For a description of his compensation see the section titled “Executive Compensation”.

(1)

The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of Accounting Standards Codification (“ASC 718”) Compensation – Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 7 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

(2)

Mr. Bonney joined the Board in May 2026, and so received no compensation during the year ended December 31, 2025.

(3)

Mr. Congleton joined the Board in April 2026, and so received no compensation during the year ended December 31, 2025.

(4)

Mr. Nagel joined the Board in February 2026, and so received no compensation during the year ended December 31, 2025.

(5)

Ms. Tornsen resigned from the Board in February 2026.

PROPOSAL NUMBER 1
ELECTION OF CLASS III DIRECTORS

Our board of directors is currently composed of ten directors and is divided into three staggered classes of directors. At the annual meeting, three Class III Directors will be elected to our board of directors by the holders of our common stock. Each Class III Director’s term continues until our 2029 annual meeting and the election and qualification of his or her successor, or such director’s earlier death, resignation or removal.

Nominees for Director

Our nominating and governance committee recommended for nomination and our board of directors nominated Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick for election as Class III Directors at the annual meeting. If elected, they will serve as Class III Directors until the 2029 annual meeting and until their respective successors are duly elected and qualified. For more information concerning Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick, please see the section entitled “Board of Directors and Corporate Governance.”

Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick have agreed to serve if elected, and management has no reason to believe that they will be unavailable to serve. In the event that any of them is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominees who may be proposed by the nominating and governance committee and designated by the present board of directors to fill the vacancy.

Required Vote

The Class III Directors elected to the board of directors will be elected by a plurality of the votes cast by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. In other words, if Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick each receive a single “FOR” vote, he or she will be elected as Class III Director. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick. Broker non-votes will have no effect on this proposal.

Board Recommendation

Our board of directors recommends a vote “FOR” the election to the board of directors of Mr. Michael Bonney, Mr. Thorvald Nagel and Dr. Richard Rudick as Class III Directors.

PROPOSAL NUMBER 2

TO APPROVE AN AMENDMENT TO THE EXISTING 2019 OMNIBUS PLAN

Background and Purpose of the Proposal

Our Board of Directors is requesting that our stockholders approve an amendment to the Immunic, Inc. Amended 2019 Omnibus Plan, as amended (the “Existing 2019 Omnibus Plan”), to increase the number of shares of common stock authorized for issuance by 6,000,000 shares, to a total of 8,644,887 shares. The Existing 2019 Omnibus Plan, as amended and restated by the Plan Amendment , shall be referred to as the “Amended 2019 Omnibus Plan.” The complete text of the Amended 2019 Omnibus Plan is set forth in Appendix A to this proxy statement. Except for the foregoing, the terms of the Existing 2019 Omnibus Plan as previously approved by our stockholders in 2019, and as amended on June 28, 2023, March 4, 2024, and June 4, 2025, shall remain in full force and effect.

Over the past several years, the biotechnology industry has experienced significant challenges, and the market value of our common stock has declined, reflecting challenges inherent in the research and development of novel product candidates for neurologic and gastrointestinal diseases. During this time, we have continued to advance our pipeline of orally administered, small molecule programs, to directly address the unmet needs of patients with serious chronic inflammatory and autoimmune diseases through top-tier collaboration and licensing partnerships and several dilutive financing events, which involved issuing a significant number of pre-funded warrants and common stock warrants to purchase our common stock.

In May 2025, we issued an aggregate of 8,666,667 pre-funded warrants, and in February 2026, we issued an aggregate of 22,907,600 pre-funded warrants and common stock warrants. We believe we are well-positioned to achieve our business objectives, but the significant dilution from these warrants presents challenges to our ability to motivate, incentivize and retain qualified employees through equity awards.

As noted above, we undertook several dilutive financings to advance our clinical pipeline through Phase 3 and into commercial. These financings were material, particularly once the impact of the pre-funded warrants is reflected. On a fully diluted basis as of the record date (including pre-funded warrants, common stock , stock optionsand outstanding stock appreciation rights (“SARs”)), employees’ aggregate ownership declined from approximately 13% prior to these financings to approximately 7% thereafter. While these transactions were undertaken in the long-term interests of stockholders, the resulting reduction in employee ownership may raise retention and alignment concerns if not addressed.

Accordingly, we are seeking stockholder approval of the Plan Amendment, with a proposed increase of 6.0 million shares. Our Compensation Committee determined the requested 6.0 million total shares to be reserved for the Amended 2019 Omnibus Plan based on an analysis of the dilution resulting from the exercise of the 2025 and 2026 pre-funded and common stock warrants, coupled with a desire to preserve the overall equity compensation opportunities of our employees assuming full exercise of all outstanding warrants. Our Compensation Committee also assessed the magnitude of the share reserve under the Amended 2019 Omnibus Plan that our stockholders would likely find acceptable. We expect to use the total share pool for the Amended 2019 Omnibus Plan for the 2026 and 2027 equity grant cycle, the Contingent Option Grants (discussed further below), and to settle up to 910,000 SARs in shares upon vesting.

In April 2026, our stockholders approved a reverse stock split of the Company’s issued and outstanding common stock. Our Board of Directors subsequently determined the reverse stock split at a 1-for-10 ratio. The requested shares for the Amended 2019 Omnibus Plan reflects the common stock outstanding on a post-split basis.

Retirement of the Inducement Plan

On March 13, 2026, the Board of Directors and the Compensation Committee adopted the 2026 Inducement Plan consisting of 3,000,000 shares of common stock, which is a non-stockholder approved stock plan adopted pursuant to the “inducement exception” provided under Nasdaq listing rules. Simultaneous with approval of the Amended 2019 Omnibus Plan, we will retire the Inducement Plan and only issue shares of common stock under the Amended 2019 Omnibus Plan. On May 19, 2026, the Board of Directors and the Compensation Committee approved a decrease in the shares authorized for issuance under the Company’s 2026 Inducement Plan, from 3,000,000 shares to 1,250,000 shares. Prior to the 2026 Annual Meeting, we intend to use up to 1,250,000 shares remaining in the Inducement Plan for strategic hires and retire the remaining 1,450,000 shares.

Contingent Option Grants

To support our ability to maintain a market-competitive annual equity compensation program for our equity-eligible employees, in April 2026, the Compensation Committee approved the grant of an aggregate number of 1,950,819 stock options to our employees (including executives), subject to stockholder approval of the Plan Amendment (the “Contingent Option Grants”). Although the Contingent Option Grants increased the size of the requested share pool for the Amended 2019 Omnibus Plan, we still expect this share pool to only last one to two years.

Consistent with the terms of the Amended 2019 Omnibus Plan, the Contingent Option Grants have an exercise price of $11.60 per share, which is equal to the closing price of our common stock on The Nasdaq Stock Market on the date of grant of the Contingent Option Grants. Also consistent with the terms of the Amended 2019 Omnibus Plan, the Contingent Option Grants will vest over 4 years. If our stockholders do not approve the Plan Amendment, the Contingent Option Grants will be cancelled and will have no further force or effect. In no event may the Contingent Option Grants be exercised prior to stockholder approval of the Plan Amendment.

Key Reasons to Vote for this Proposal

In determining and recommending to the Board of Directors the number of additional shares to request under the Amended 2019 Omnibus Plan, the Compensation Committee considered a number of factors, including the following:

Equity Compensation is Critical to Our Talent Attraction and Retention Strategy: We have historically viewed equity compensation, particularly the usage of stock options, as an important part of our talent management and compensation incentivization program. Our equity incentive program provides a range of incentive tools and sufficient flexibility to permit the Compensation Committee to attract new key employees and to continue to retain current key employees, directors and other service providers for the long-term benefit of the Company and its stockholders. The Amended 2019 Omnibus Plan also addresses the potential dilution from the pre-funded warrants and common stock warrants in a targeted manner by requesting shares that are only expected to fund our 2026 and 2027 equity needs.

Equity Compensation is Important in a Competitive Labor Market: We believe that our stock-based compensation programs have been integral to our success in the past and will be important to our ability to succeed in the future. If the Amended 2019 Omnibus Plan is not approved by our stockholders, we will need to reassess how to address the impactful dilution to executive and employee equity holdings resulting from the future exercise of the pre-funded warrants and common stock warrants. If our employees do not have certainty that their equity holdings will be protected from the dilution resulting from these pre-funded warrants, our already significant retention concerns will be exacerbated in what is a highly competitive market. As a result, if the Plan Amendment is not approved, we could be forced to increase cash compensation, which will reduce the resources we are able to allocate to meeting our business needs and objectives. Therefore, the approval of the Plan Amendment is vital to our future success.

Remaining Share Capacity Poses Significant Risk to Employee Retention Strategy: As of May 26, 2026, the number of shares that were available for awards under the Existing 2019 Omnibus Plan was 35,471 (which number does not include the Contingent Option Grants). With the expected retirement of the Inducement Plan prior to the 2026 Annual Meeting, there are no shares available for future awards under any other equity-based compensation plan that the Company had adopted previously. Without an increase in the shares authorized for awards, we will not be able to continue to make any broad-based equity awards after exhaustion of the remaining shares. In addition, we would need to increase our cash compensation to support the competitiveness of our employee compensation program, which would impact our ability to allocate capital towards our strategic initiatives.

Regular Ongoing Stockholder Approval for Future New Share Requests: The intended new share request is expected to support our annual equity compensation program for approximately one to two years, providing stockholders the opportunity to weigh in on our equity compensation practices on a more frequent basis. The actual rate at which we use shares under the Amended 2019 Omnibus Plan may be more or less than our anticipated future usage and will depend upon various unknown factors, such as hiring and promotion activity, participation levels, long-term incentive award mix and vehicles, forfeiture rates, and future performance of our stock price.

We Carefully Manage the Use of Equity Awards

Overview

Our compensation philosophy reflects broad-based eligibility for equity awards, and we grant awards to substantially all of our employees. However, we recognize that equity awards dilute existing stockholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity awards necessary to attract, retain and motivate employees, non-employee directors and key consultants.

The following table provides information regarding all of our outstanding equity awards under all of our equity-based compensation plans and arrangements under which shares of our Common Stock may be issued (other than our Employee Stock Purchase Plan, or the ESPP). This includes shares subject to the outstanding awards under the Existing 2019 Omnibus Plan and the Inducement Plan (but does not include the Contingent Option Grants under the Amended 2019 Omnibus Plan, subject to stockholder approval), as well as the number of shares available under the Existing 2019 Omnibus Plan and the Inducement Plan for future awards.

	As of May 26, 2026
Proposed new share request under the Amended 2019 Omnibus Plan		6,000,000
Total number of shares available for grant under the Existing 2019 Omnibus Plan		35,471
Total number of shares available for grant under the Inducement Plan⁽¹⁾		1,250,000
Total number of shares subject to outstanding stock options⁽²⁾		2,911,306
Total shares subject to the Amended 2019 Omnibus Plan and other equity awards		10,196,777
Total number of shares of Common Stock outstanding		13,621,483
Total number of pre-funded warrants outstanding		32,243,449
Total potential shares outstanding, assuming exercise of all pre-funded warrants		45,864,932
Total potential dilution		22.2%

(1)

As noted above, the Inducement Plan will be retired prior to the 2026 Annual Meeting, and the remaining share pool will be cancelled.

(2)

Includes stock options outstanding under the Existing 2019 Omnibus Plan and the Inducement Plan. The weighted-average exercise price and weighted-average remaining contractual term of these options are $11.75 and 8.23 years, respectively. For purposes of this table, we have excluded outstanding SAR awards because they are currently cash-settled, and Immunic does not have any full-value awards (such as RSUs or restricted stock) outstanding.

In developing our share request for the Amended 2019 Omnibus Plan and analyzing the potential impact of the future exercise of the pre-funded warrants and the common stock warrants, we considered both our “overhang” and our “burn rate.”

Overhang

As shown in the table above, assuming approval of the Plan Amendment and exercise of all pre-funded warrants as of the record date, our total potential dilution would be approximately 22.2%. The Compensation Committee believes this level of dilution is reasonable and generally consistent with overhang levels for clinical-stage biopharmaceutical companies of similar size and stage, particularly given our recent financing activity and the need to maintain competitive equity opportunities for employees.

Burn Rate

Burn rate provides a measure of the potential dilutive impact of our equity award program, which we calculate by dividing the number of shares subject to equity awards granted during the year by the basic weighted-average number of shares of common stock outstanding. Set forth below is a table that reflects our burn rate for the years ended December 31, 2025, 2024, and 2023, as well as an average over those years. The burn rate calculation in the table below excludes the cash-settled SARs, which we believe more accurately reflects our past equity usage. Our three-year average burn rate is aligned with the median of our industry and peer group.

Year Ended December 31,	Awards Granted (#)		Basic Weighted-Average Number of Shares of Common Stock Outstanding		Burn Rate
2025		993,710		15,568,803		6.38%
2024		1,034,560		10,017,477		10.33%
2023		281,056		4,432,005		6.34%
Three-Year Average		769,775		10,006,095		7.69%

Key Features of the Amended 2019 Omnibus Plan

The Amended 2019 Omnibus Plan includes several features that are consistent with the interests of our stockholders and sound corporate governance practices, including the following:

No automatic share replenishment or “evergreen” provision. There is no evergreen feature pursuant to which the shares authorized for issuance under the Amended 2019 Omnibus Plan can be automatically replenished.

No repricing of options or SARs without stockholder approval. The Amended 2019 Omnibus Plan prohibits the repricing of stock options or SARs without prior stockholder approval.

No liberal change in control definition. Change in control benefits are triggered only by the occurrence, rather than stockholder approval, of a merger or other change in control event.

No discounted options or SARs. Stock options and SARs may not be granted under the Amended 2019 Omnibus Plan with an exercise or measurement price lower than the fair market value of the underlying shares on the date of grant.

No liberal share counting or “recycling” of shares. Shares delivered to our Company to purchase shares upon exercise of an award or to satisfy tax withholding obligations will not become available for issuance under the Amended 2019 Omnibus Plan.

Awards subject to forfeiture/clawback.    Awards granted under the Amended 2019 Omnibus Plan will be subject to recoupment in accordance with the Immunic, Inc. Clawback Policy.

Payment of dividends only if underlying awards vest. Under the Amended 2019 Omnibus Plan, subject to limited Compensation Committee discretion for restricted shares, dividends and dividend equivalents may only be paid to the extent the underlying award vests.

No Tax Gross-Ups. The Amended 2019 Omnibus Plan does not provide for any tax gross-ups.

Limit on non-employee director compensation.    The aggregate value of all awards granted under the Amended 2019 Plan by us to any individual for service as a non-employee director with respect to any calendar year will not exceed $500,000 in total grant date fair value of such awards for financial reporting purposes.

Summary of the Amended 2019 Omnibus Plan

A copy of the Amended 2019 Omnibus Plan is set forth in Appendix A to this Proxy Statement. What follows is a summary of the Amended 2019 Omnibus Plan, and is qualified in its entirety by reference to full text of the Amended 2019 Omnibus Plan.

The Amended 2019 Omnibus Plan, like the Existing 2019 Omnibus Plan, will cover the grant of awards to our employees (including officers), non-employee consultants and non-employee directors and those of our affiliates. For purposes of the Amended 2019 Omnibus Plan, our affiliates include any corporation, partnership, limited liability company, joint venture or other entity, with respect to which we, directly or indirectly, own either (i) stock of a corporation possessing more than fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of stock of such corporation, or (ii) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of any non-corporate entity.

As with the Existing 2019 Omnibus Plan, the Compensation Committee of the Board of Directors will administer the Amended 2019 Omnibus Plan. The Compensation Committee may delegate any or all of its administrative authority to our Chief Executive Officer or to a management committee except with respect to awards to executive officers who are subject to Section 16 of the Exchange Act. In addition, the full board of directors must serve as the Compensation Committee with respect to any awards to our non-employee directors.

Up to a maximum of 8,644,887 shares of our common stock may be delivered in settlement of awards granted under the Amended 2019 Omnibus Plan. Up to a maximum of 490,000 shares of our Common Stock may be issued under the Amended 2019 Omnibus Plan pursuant to the exercise of incentive stock options. The stock delivered to settle awards made under the Amended 2019 Omnibus Plan may be authorized and unissued shares or treasury shares, including shares repurchased by us for purposes of the Amended 2019 Omnibus Plan. If any shares subject to any award granted under the Amended 2019 Omnibus Plan (other than a substitute award as described below) is forfeited or otherwise terminated without delivery of such shares (or if such shares are returned to us due to a forfeiture restriction under such award), the shares subject to such awards will again be available for issuance under the Amended 2019 Omnibus Plan. However, any shares that are withheld or applied as payment for shares issued upon exercise of an award or for the withholding or payment of taxes due upon exercise of the award will continue to be treated as having been delivered under the Amended 2019 Omnibus Plan and will not again be available for grant under the Amended 2019 Omnibus Plan. Upon settlement of any stock appreciation rights, or SARs, the number of shares underlying the portion of the SARs that is exercised will be treated as having been delivered for purposes of determining the maximum number of shares available for grant under the Amended 2019 Omnibus Plan and shall not again be treated as available for issuance under the Amended 2019 Omnibus Plan.

If a dividend or other distribution (whether in cash, shares of common stock or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving us or repurchase or exchange of our shares or other securities, or other rights to purchase shares of our securities or other similar transaction or event affects our Common Stock such that the Compensation Committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees under the Amended 2019 Omnibus Plan, the Compensation Committee will make an equitable change or adjustment as it deems appropriate in the number and kind of securities subject to awards (whether or not then outstanding) and the related exercise price relating to an award in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Amended 2019 Omnibus Plan.

Types of Awards

The Amended 2019 Omnibus Plan, like the Existing 2019 Omnibus Plan, permits the granting of any or all of the following types of awards to all grantees:

stock options, including incentive stock options, or ISOs;

stock appreciation rights, or SARs;

restricted shares;

deferred stock and restricted stock units;

performance units and performance shares;

dividend equivalents;

bonus shares; and

other stock-based awards.

Generally, awards under the Amended 2019 Omnibus Plan are granted for no consideration other than prior and future services. Awards granted under the Amended 2019 Omnibus Plan may, in the discretion of the Compensation Committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the Amended 2019 Omnibus Plan or other plan of ours; provided, however, that if an SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term and the exercise price of the SAR may not be less than the exercise price of the ISO. The material terms of each award will be set forth in a written award agreement between the grantee and us.

Stock Options and SARs

The Compensation Committee is authorized to grant SARs and stock options (including ISOs except that an ISO may only be granted to an employee of ours or one of our subsidiary corporations). A stock option allows a grantee to purchase a specified number of shares of our common stock at a predetermined price per share (the “exercise price”) during a fixed period measured from the date of grant. An SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share. The exercise price of an option or an SAR will be determined by the Compensation Committee and set forth in the applicable award agreement but the exercise price may not be less than the fair market value of a share of common stock on the grant date. The term of each option or SAR is determined by the Compensation Committee and set forth in the applicable award agreement, except that the term may not exceed 10 years. Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), by delivering shares of our common stock previously owned by the grantee or, with the approval of the Compensation Committee, by delivery of shares of our common stock acquired upon the exercise of such option or by delivering restricted shares. The Compensation Committee may also permit a grantee to pay the exercise price of an option through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us. The grant of ISOs is contingent upon stockholder approval of the Amended 2019 Omnibus Plan within 12 months of its adoption by our board of directors.

Restricted Shares

The Compensation Committee may award restricted shares consisting of shares of our common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the Compensation Committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. A grantee receiving restricted shares will have all of the rights of a stockholder, including the right to vote the shares and the right to receive any dividends, except as otherwise provided in the applicable award agreement. Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the applicable award agreement.

Deferred Stock and Restricted Stock Units

The Compensation Committee may also grant deferred stock awards and/or restricted stock unit awards. A deferred stock award is the grant of a right to receive a specified number of shares of our common stock at the end of specified deferral periods or upon the occurrence of a specified event, which satisfies the requirements of Section 409A of the Internal Revenue Code. A restricted stock unit award is the grant of a right to receive a specified number of shares of our Common Stock upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award.

Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership until the shares underlying the award are delivered in settlement of the award. The applicable award agreement will provide whether grantees may receive dividend equivalents with respect to restricted stock units or deferred stock and, if so, whether such dividend equivalents are distributed when credited or deemed to be reinvested in additional shares of restricted stock units or deferred stock.

Performance Units

The Compensation Committee may grant performance units, which entitle a grantee to cash or shares conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Compensation Committee and reflected in the applicable award agreement. The initial value of a performance unit will be determined by the Compensation Committee at the time of grant. The Compensation Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the applicable award agreement.

Performance Shares

The Compensation Committee may grant performance shares, which entitle a grantee to a certain number of shares of Common Stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Compensation Committee and reflected in the applicable award agreement. The Compensation Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the applicable award agreement.

Bonus Shares

The Compensation Committee may grant fully vested shares of our common stock as bonus shares on such terms and conditions as specified in the applicable award agreement.

Dividend Equivalents

The Compensation Committee is authorized to grant dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid on a specified number of shares of our common stock. Dividend equivalents may be paid directly to grantees or may be deferred for later delivery under the Amended 2019 Omnibus Plan. If deferred, such dividend equivalents may be credited with interest or may be deemed to be invested in shares of our Common Stock or in other property.

Other Stock-Based Awards

The Amended 2019 Omnibus Plan authorizes the Compensation Committee to grant awards that are valued in whole or in part by reference to, or otherwise based on, our securities. The Compensation Committee determines the terms and conditions of such awards, including whether awards are paid in shares or cash.

Merger, Consolidation or Similar Corporate Transaction

If there is a merger or consolidation of us with or into another corporation or a sale of substantially all of our stock (collectively, a “Corporate Transaction”), and the outstanding awards are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Compensation Committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Compensation Committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the Compensation Committee may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our common stock and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee.

Amendment to and Termination of the Amended 2019 Omnibus Plan

The Amended 2019 Omnibus Plan may be further amended, altered, suspended, discontinued or terminated by our board of directors without further stockholder approval, unless such approval of an amendment or alteration is required by law or regulation or under the rules of any stock exchange or automated quotation system on which the common stock is then listed or quoted. Stockholder approval is required by Nasdaq Rule 5635(c) for a material amendment to an equity compensation plan, which includes a material increase in the number of shares to be issued under the plan. Thus, stockholder approval is being sought to increase the number of shares of common stock authorized for issuance pursuant to the Amended 2019 Omnibus Plan to a total of 8,644,887 shares. Stockholder approval will not necessarily be required for amendments which might increase the cost of the Amended 2019 Omnibus Plan or broaden eligibility. Stockholder approval will not be deemed to be required under laws or regulations that condition favorable treatment of grantees on such approval, although our board of directors may, in its discretion, seek stockholder approval in any circumstance in which it deems such approval advisable.

In addition, subject to the terms of the Amended 2019 Omnibus Plan, no amendment or termination of the Amended 2019 Omnibus Plan may materially and adversely affect the right of a grantee under any award granted under the Amended 2019 Omnibus Plan.

Unless earlier terminated by our board of directors, the Amended 2019 Omnibus Plan will terminate when no shares remain reserved and available for issuance or, if earlier, on the tenth anniversary of the effective date of the Amended 2019 Omnibus Plan.

Federal Income Tax Consequences

This discussion regarding federal tax consequences is intended for the general information of our stockholders, not participants in the Amended 2019 Omnibus Plan. Alternative minimum tax and state and local income taxes are not discussed, and may vary depending on individual circumstances and from locality to locality.

Section 162(m) of the Code

Subject to certain limited exemptions, Section 162(m) of the Code denies an income tax deduction to any publicly held corporation for compensation paid to a “covered employee” to the extent such compensation in any taxable year exceeds $1 million. It is the Company’s policy to take into account the implications of Section 162(m) among all other factors reviewed in making compensation decisions. However, the plan administrator, while considering tax deductibility as one factor in determining compensation under the Amended 2019 Omnibus Plan, will not limit compensation to those levels or types of compensation that will be deductible if it determines that an award is consistent with its philosophy and is in the Company’s and the stockholders’ best interests. Accordingly, some portion of the compensation paid to a Company executive under the Amended 2019 Omnibus Plan may not be tax deductible by the Company under Section 162(m) of the Code.

Section 409A of the Code

Certain awards under the Amended 2019 Omnibus Plan may be considered “nonqualified deferred compensation” subject to Section 409A of the Code, which imposes additional requirements on the payment of deferred compensation. Generally, if at any time during a taxable year a nonqualified deferred compensation plan fails to meet the requirements of Section 409A of the Code or is not operated in accordance with those requirements, all amounts deferred under the nonqualified deferred compensation plan for the current taxable year and all preceding taxable years, by or for any participant with respect to whom the failure relates, are includible in the gross income of the participant for the taxable year to the extent not subject to a substantial risk of forfeiture and not previously included in gross income. If a deferred amount is required to be included in income under Section 409A of the Code, the amount will be subject to income tax at regular income tax rates plus an additional 20 percent tax, as well as potential premium interest tax.

Federal Income Tax Treatment of Various Awards

Nonqualified Stock Options: An awardee of NSOs does not realize taxable income upon receiving an option, nor are we entitled to any deduction at the time of grant. Upon exercise of an NSO, the awardee realizes ordinary income, and we are entitled to a deduction, in an amount equal to the difference between the option exercise price and the fair market value of the stock on the date of exercise. An awardee’s basis for the stock for the purpose of determining gain or loss on the subsequent disposition of the stock is the fair market value of the stock on the date of exercise.

Incentive Stock Options: There is no taxable income to an awardee of ISOs either at the time of grant or upon exercise; however, the amount by which the fair market value of the stock at the time of exercise exceeds the option price is an “item of tax preference” for purposes of alternative minimum taxable income for the optionee. Gain realized by an optionee upon sale of stock issued on exercise of an ISO is taxable at capital gains rates, and no tax deduction is available to us unless the optionee disposes of the stock within two years after the date of grant or within one year of the date the stock was transferred to the optionee. In that event, the difference between the option exercise price and the fair market value of the stock on the date of the exercise is taxed at ordinary income rates, and we are entitled to a deduction to the extent the employee must recognize ordinary income. An ISO that is exercised more than three months after a termination of employment other than due to the optionee’s death or disability is taxed as an NQSO, with the optionee deemed to have received income upon such exercise taxable at ordinary income rates. We are entitled to a tax deduction equal to the ordinary income, if any, realized by the optionee.

Other Awards. The current federal income tax consequences of other awards authorized under the Amended 2019 Omnibus Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Code Section 83(b) election, in which case ordinary income is recognized on the date of grant in an amount equal to the excess of the fair market value of the shares on the date of grant over the price paid, if any); and RSUs, dividend equivalents and other stock or cash based awards are generally recognize taxable ordinary income at the time of payment. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.

Certain Limitations on Grants to Employees Subject to German Law

The following is a summary of certain limitations on grants under the Amended 2019 Omnibus Plan to employees subject to German law:

Grantees may elect to satisfy withholding tax obligations by means of payment in cash, withholding of shares, withholding from other compensation due, or a combination of the foregoing methods. If no election is made, payment of withholding tax obligations will be made in cash.

For grantees employed by a German affiliate of the Company (the “Employing Entity”), grants under the Amended 2019 Omnibus Plan will not create an employment relationship between the Company and the grantee. The Employing Entity will remain grantee’s sole employer, and will not be held liable for the proper performance of the Amended 2019 Omnibus Plan.

Participation in the Amended 2019 Omnibus Plan is expressly governed by the laws of the State of Delaware, other than its laws regarding conflicts of law or principles that might otherwise refer construction or interpretation of the Amended 2019 Omnibus Plan to the substantive law of another jurisdiction. Grantees submit to the exclusive jurisdiction and venue of Delaware courts.

Participation in the Amended 2019 Omnibus Plan is granted on an exclusively voluntary basis. Even if there are repeated grants and despite no express notification that a grant is made voluntarily, no legal claim for future grants exists and further grants remain in the complete discretion of the Company.

To the extent that participation in the Amended 2019 Omnibus Plan is subject to mandatory German laws which cannot be circumvented, the definition of “cause” under the Amended 2019 Omnibus Plan or any award agreement thereunder will be interpreted to mean a serious cause as determined in section 626 of the German Civil Code as regards a material breach of the grantee’s obligations deriving from employment with the Employing Entity as well as determined in the Protection against unfair Dismissal Act for a dismissal based on the behavior of an employee (“verhaltensbedingter Kündigungsgrund”).

Processing of personal data of grantees will be conducted in strict compliance with applicable data protection laws, including the respective EU Regulation. A grantee’s participation in the Amended 2019 Omnibus Plan and the grant of any awards thereunder is subject to grantee providing and not withdrawing any required consents.

New Plan Benefits

As noted above, to fulfill our 2026 annual grant commitments and maintain market-competitive equity awards for all eligible employees, the Compensation Committee approved Contingent Option Grants for the NEOs and 85 additional executive officers and employees. The Contingent Option Grants are intended to incentivize and reward our executive officers and employees for their continued service and to further align their interests with the long-term success of our stockholders. If Proposal 2 is not approved, the Contingent Option Grants will be cancelled unless stockholders subsequently approve a sufficient share increase.

No other grants were made subject to or related to stockholder approval of this proposal. Other future grants under the Amended 2019 Omnibus Plan will be made at the discretion of the Compensation Committee, and, accordingly, are not yet determinable.

Name and Position	Number of Shares of Common Stock Underlying Contingent Option Grants
Daniel Vitt (2)		445,000
Jason Tardio		253,000
Andreas Muehler		120,000
Glenn Whaley		120,000

All current executive officers as a group⁽¹⁾		1,418,000
All employees who are not executive officers, as a group		532,819
All current directors who are not executive officers as a group		177,590

(1)

The amounts shown include the amounts reported in the table individually for each NEO.

(2)

On May 22, 2026, Daniel Vitt, resigned as the Chief Executive Officer of the Company, effective June 1, 2026. Dr. Vitt will continue to serve as a member of the Company’s Board, and retain responsibility for scientific strategy and portfolio advancement.

Awards Previously Granted Under the Existing 2019 Omnibus Plan

The following table sets forth, for each of the individuals and various groups indicated, the total number of shares of our common stock subject to outstanding awards that have been granted under the Amended 2019 Omnibus Plan as of May 26, 2026. As of May 26, 2026, the closing price of our Common Stock was $12.97 per share.

Name and Position⁽¹⁾	Number of Options (#)		Number of SARs (#)⁽²⁾		Number of RSUs or Stock Awards (#)
Daniel Vitt (4)		432,300		86,000		—
Jason Tardio		125,600		33,000		—
Andreas Muehler		163,990		33,000		—
Glenn Whaley		139,390		28,000		—
Duane Nash		168,195		31,500		—
All current executive officers as a group⁽³⁾		1,497,859		844,500		—
All employees who are not executive officers, as a group		908,680		551,783		—
All current directors who are not executive officers as a group		159,088		—		—

(1)

This table excludes the Contingent Option Grants, which are included in the New Plan Benefits table above.

(2)

As noted above, the SARs granted under the Existing 2019 Omnibus Plan are cash-settled awards.

(3)

The amounts shown include the amounts reported in the table individually for each NEO.

(4)

Required Vote

The approval of the Plan Amendment requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have no effect on the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

If the Plan Amendment is approved, it will become effective immediately following the Annual Meeting, and we will have up to 8,644,887 shares authorized for future awards thereunder (subject to adjustment in the event of stock splits and similar events). If the Amended 2019 Omnibus Plan is not approved, then the Existing 2019 Omnibus Plan shall remain in effect.

Board Recommendation

Our Board of Directors unanimously recommends a vote “FOR” the approval of the Plan Amendment.

PROPOSAL NUMBER 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Baker Tilly US, LLP (“Baker Tilly”) as the independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2026.

Notwithstanding such appointment and even if our stockholders ratify such appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interests of the Company and its stockholders. Our audit committee is submitting the appointment of Baker Tilly to our stockholders because we value our stockholders’ views on such appointment and as a matter of good corporate governance. If the appointment is not ratified by our stockholders, our audit committee may consider appointing another independent registered public accounting firm. A representative of Baker Tilly is expected to attend the annual meeting, where he or she will be available to respond to appropriate questions and, if he or she desires, to make a statement.

Fees Paid to the Independent Registered Public Accounting Firm

The following table represents aggregate fees for services provided to us by Baker Tilly, our principal accountant. All fees below were pre-approved by the audit committee:

	Fiscal Year Ended December 31,
	2025		2024
Audit Fees ⁽¹⁾	$	562,017	$	443,768
Audit-related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	562,017	$	443,768

(1)

Includes professional services rendered for the audit of the Company’s annual financial statements and review of financial statements included in Forms 10-Q, or services normally provided in connection with statutory and regulatory filings (i.e., attest services required by Section 404 of the Sarbanes-Oxley Act), services relating to comfort letters and registration statement filings including out-of-pocket expenses.

Auditor Independence

In 2025 and 2024, there were no other professional services provided by Baker Tilly that would have required our audit committee to consider their compatibility with maintaining the independence of Baker Tilly.

Pre-Approval Policy

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Our audit committee generally pre-approves particular services or categories of services on a case-by-case basis. The independent registered public accounting firm and management are required to periodically report to our audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with these pre-approvals, and the fees for the services performed to date. All of the services of Baker Tilly for 2025 and 2024 described above were pre-approved by our audit committee.

Required Vote

Ratification of the appointment of Baker Tilly as our independent registered public accounting firm for the year ending December 31, 2026 requires the affirmative “FOR” vote of a majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

Board Recommendation

Our board of directors recommends a vote “FOR” the ratification of the appointment of Baker Tilly as our independent registered public accounting firm for the year ending December 31, 2026.

REPORT OF THE AUDIT COMMITTEE

The audit committee (which, as of the date below, is composed of the undersigned directors) is a committee of the board of directors comprised solely of independent directors as required by the listing standards of Nasdaq and rules and regulations of the SEC. The audit committee operates under a written charter approved by our board of directors, which is available on Immunic’s web site at http://ir.imux.com/documents-and-charters. The audit committee held four meetings during fiscal year 2025. The meetings of the audit committee are designed to facilitate and encourage communication among the audit committee, the Company, and the Company’s independent auditor. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to comply with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and its performance on an annual basis.

With respect to our financial reporting process, our management is responsible for (i) establishing and maintaining internal controls and (ii) preparing our consolidated financial statements. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), and to issue a report thereon. It is the responsibility of the audit committee to oversee these activities. Specifically, the audit committee is responsible for the appointment, compensation, and general oversight of the external auditor, as well as fee negotiations with the external auditor. It is not the responsibility of the audit committee to prepare Immunic’s financial statements. These are the fundamental responsibilities of management.

In the performance of its oversight function, the audit committee has:

·	reviewed and discussed the audited financial statements for fiscal year 2025 with the management of Immunic;

·	discussed with Baker Tilly the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as amended (AICPA, Professional Standards, Vol. 1, section 380), and as adopted by the PCAOB in Rule 3200T; and

·	received the written disclosures and the letter from Baker Tilly as required by applicable requirements of the PCAOB regarding Baker Tilly’s communications with the audit committee concerning independence, and has discussed with Baker Tilly its independence.

Based on the audit committee’s review of our audited financial statements and the various discussions with management and Baker Tilly, the audit committee recommended to the board of directors that our audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

This report of the audit committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Immunic under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent Immunic specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

Barclay Phillips, Chair
Simona Skerjanec
Dr. Jörg Neermann

May 29, 2026

EXECUTIVE OFFICERS

The names of our executive officers, their ages, their positions with Immunic and other biographical information as of May 26, 2026, are set forth below. There are no family relationships among any of our directors and executive officers.

Name	Age	Position
Erik Lundgren	48	Incoming Chief Executive Officer
Dr. Daniel Vitt	57	Chief Executive Officer, Director
Jason Tardio	49	Chief Operating Officer, President
Dr. Hella Kohlhof	53	Chief Scientific Officer
Dr. Michael Panzara	59	Chief Medical Officer
Inderpal Singh	60	General Counsel
Patrick Walsh	43	Chief Business Officer
Glenn Whaley	58	Chief Financial Officer
Werner Gladdines	47	Chief Development Officer

Erik Lundgren. Mr. Lundgren will be joining Immunic on June 1, 2026, as our Chief Executive Officer. Mr. Lundgren was the Senior Vice President of the Commercial Portfolio Organization of Genentech, Inc., a biotechnology company and a member of the Roche Group, from May 2024 to May 2026. Prior to that role, Mr. Lundgren was the General Manager of Roche s.r.o. from April 2021 to May 2024. Mr. Lundgren was the Lifecycle Leader for Huntington’s disease at Roche from January 2018 to May 2021. Prior to that, Mr. Lundgren served in various managerial roles at Genentech from May 2007 to December 2017. Mr. Lundgren began his career in the consulting industry. Mr. Lundgren earned his Bachelor of Arts in Public Policy from Duke University and his Master of Business Administration from Harvard Business School.

Jason Tardio. Mr. Tardio joined Immunic in 2024 as our President and Chief Operating Officer. From July 2021 to July 2024, Mr. Tardio was Chief Operating Officer of Ovid Therapeutics Inc. after joining the firm as Chief Commercial Officer in November 2019. Prior to his role at Ovid Therapeutics, Inc., Mr. Tardio served as Vice President, Head of the Multiple Sclerosis Franchise at Novartis AG from September 2018 to November 2019. Before his employment at Novartis, Mr. Tardio worked for nine years in several capacities at Biogen Inc., where he most recently served as General Manager, Managing Director for the firm’s Latin America South affiliate. Mr. Tardio commenced his career in the biopharmaceutical industry at Wyeth Pharmaceuticals Inc. and Sepracor, Inc., respectively, in various sales, sales training, and marketing roles. Mr. Tardio holds a Bachelor of Science from The College of New Jersey and an MBA in Pharmaceutical Marketing from St. Joseph’s University.

Dr. Hella Kohlhof. Dr. Kohlhof joined Immunic in 2017 as our Chief Scientific Officer. She studied biology in Aachen, Gothenborg (Sweden) and Munich and received her Doctorate in Biology from the Ludwig Maximilians University of Munich (Germany). During her Ph.D. and post-doctoral position at the Institute of Clinical Molecular Biology and Tumor Genetics at the Helmholtz Centre in Munich, she worked on the normal and malignant B cell development influenced by Notch and Epstein Barr Virus mediated signaling. In 2008, she joined 4SC AG as a research scientist and group leader and established the research laboratory for translational pharmacology. She worked on 4SC’s preclinical and clinical stage projects from the oncology and immunology field, including IMU-838 and IMU-366. From 2011 onward, Dr. Kohlhof was responsible for the management and development of 4SC’s epigenetic clinical stage small molecule inhibitor 4SC-202. In early 2015, as Director of Development Projects, she took over responsibility for the complete development portfolio of 4SC AG. She currently serves as managing director of Immunic Research GmbH, a German subsidiary of the Company, and Constanze Investment GmbH, a German limited liability company, respectively. Dr. Kohlhof has a strong scientific background in the immunology and oncology field and is experienced in drug development, preclinical and translational pharmacology, clinical trial design and bio-marker development.

Dr. Michael Panzara. Dr. Panzara joined Immunic in April 2026 as our Chief Medical Officer. Dr. Panzara 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. (Nasdaq: LONA) 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.

Inderpal Singh. Mr. Singh joined Immunic in June 2021 as our General Counsel. He joined from Sandoz International GmbH, where he served as the Global Legal Head of Biopharma since January 2018. After earning his college degree in India, Mr. Singh qualified as an attorney with specialization in Corporate and Commercial Law at Johannes-Gutenberg University in Mainz, Germany. Mr. Singh completed two executive MBA programs at the University of Mannheim, Germany and INSEAD Business School in Fontainebleau, France. During his tenure at Sandoz and as a member of various leadership teams, he was responsible for all legal activities, including development, regulatory, and medical matters, as well as commercial operations, business development, alliance management and market access for biopharma. Before that, from 2015 through 2017, Mr. Singh served at Merck KGaA as Global Legal Head of Global Manufacturing and Supply and Regional Counsel of Middle East and Africa, Commonwealth of Independent States and Turkey. From 2013 to 2015, he was Legal Director (Europe) at Biogen Idec International GmbH. Earlier in his career, Mr. Singh spent 15 years in legal positions of increasing responsibility at Pfizer Deutschland GmbH and Pfizer Inc. (U.S.).

Patrick Walsh. Mr. Walsh joined Immunic in October 2021 as our Chief Business Officer. He joined from Akebia Therapeutics, Inc., where he served as Vice President of Business Development from July 2015 until October 2021 and completed an array of strategic transactions, including multiple partnerships, in-licenses, non-dilutive financings, and a merger. Mr. Walsh holds both an M.S. in molecular, cellular and developmental biology and an MBA from the University of Michigan and a B.A. in biology and economics from Colby College. Mr. Walsh was previously in Corporate Development at AVEO Oncology, during which time he worked on all aspects of business development. Earlier in his career, Mr. Walsh was a consultant to life science companies with Capgemini SE and was on the healthcare investment banking team at Leerink Partners.

Glenn Whaley. Mr. Whaley joined Immunic as Principal Accounting Officer and Controller in December 2019. In April 2020, he was promoted to the position of Vice President Finance, Principal Financial and Accounting Officer. In March 2022, he was promoted to the position of Chief Financial Officer. Mr. Whaley has more than 30 years of experience in accounting and finance roles. Prior to joining us, Mr. Whaley was Vice President of Finance at Pernix Therapeutics, a branded and generics pharmaceutical company, from March 2015 until May 2019. His responsibilities included Principal Financial and Accounting Officer, from November 2018 until May 2019, Principal Accounting Officer and Controller from December 2017 until November 2018 and Vice President of Financial Planning and Analysis from March 2015 until November 2017. Mr. Whaley was Vice President of Finance for Alvogen, Inc., a global pharmaceutical company, from May 2011 until March 2015. His responsibilities included Vice President Finance of U.S. Operations from August 2013 to March 2015 and Global Corporate Controller from May 2011 to August 2013. Prior to Alvogen, Mr. Whaley served as Corporate Controller for ImClone Systems, a biopharmaceutical company dedicated to developing biologic medicines in the area of oncology, from January 2007 to May 2011 and Senior Director of Financial Reporting from January 2005 to December 2006. Prior to ImClone Systems, Mr. Whaley served in financial roles at increasing levels of responsibility in public accounting and the pharmaceutical and telecommunications industries. Mr. Whaley holds a Bachelor of Science degree from Rutgers University Business School and is a Member of the New Jersey Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

Werner Gladdines. Mr. Gladdines joined Immunic in January 2021 as Head of the IMU-838 Program, and since that time held positions of increasing responsibility with the Company, and was appointed Vice President, Program Management & Clinical Development Operations in February 2023. In July 2024, he was appointed Chief Development Officer. Mr. Gladdines has more than 20 years of experience in building and leading global drug development, clinical operations and clinical sciences teams in oncology, neurology and rare disease therapeutic areas across different commercial and clinical-stage biotechnology companies, including AIMM Therapeutics B.V., Rainier Therapeutics, Inc., Biomarin Pharmaceutical Inc., Prosensa Therapeutics B.V., to-BBB technologies B.V. and Genzyme Corp. During his career, Mr. Gladdines has also executed strategic development and operational plans that have delivered timely and meaningful therapies for patients and has actively contributed to the registration of three medicinal products and the successful delivery of over 20 international phase 1 to phase 4 clinical studies. Mr. Gladdines earned a master’s degree in bio-pharmaceutical sciences from the University of Leiden, The Netherlands, where he focused on developing mathematical models describing concentration-effect relationships of neuroactive steroids.

Biographical information for Dr. Daniel Vitt is set forth above in the section titled “Board of Directors and Corporate Governance.”

EXECUTIVE COMPENSATION

Processes and Procedures for Executive Compensation

Our compensation committee assists our board of directors in discharging its responsibilities relating to oversight of the compensation of our chief executive officer and our other executive officers, including reviewing and making recommendations to the board with respect to the compensation, plans, policies and programs for our chief executive officer and our other executive officers and administering our equity compensation plans for our executive officers and employees.

Our compensation committee annually reviews the compensation, plans, policies and programs for our chief executive officer and our other executive officers. In connection therewith, our compensation committee considers, among other things, each executive officer’s performance in light of established individual and corporate goals and objectives and the recommendations of our chief executive officer. In particular, our compensation committee considers the recommendations of our chief executive officer when reviewing base salary and incentive performance compensation levels of our executive officers and when setting specific individual and corporate performance targets under our annual executive incentive bonus plan for our executive officers. Our chief executive officer has no input and is not present during voting or deliberations about his compensation. Our compensation committee may delegate its authority to a subcommittee, but it may not delegate any power or authority required by agreement, law, regulation or listing standard to be exercised by the compensation committee as a whole.

Our nominating and governance committee has authority to review and recommend to the board compensation programs for our outside directors, although this role has been predominantly undertaken by our compensation committee, in consultation with members of our full board. Management generally does not have a role in the setting of director compensation. Our nominating and governance committee may delegate its authority to a subcommittee, but it may not delegate any power or authority required by agreement, law, regulation or listing standard to be exercised by the nominating and governance committee as a whole.

From time to time, our compensation committee has engaged Aon, an independent compensation consulting firm, to evaluate our levels and types of executive and director compensation and to recommend changes as appropriate. Among other objectives, Aon has assisted the compensation committee in identifying a peer group of companies based on our current stage of development for the comparison of executive and director compensation and has also provided to the compensation committee comparative data on executive and director compensation practices in our industry and general advice on our executive and director compensation programs. The compensation committee consults regularly with Aon in connection with specific aspects of or questions relating to our executive and director compensation.

The compensation committee has the sole authority to approve the terms of any engagement of Aon. Although our board of directors and compensation committee consider the advice and recommendations of our independent compensation consultants as to our executive and director compensation programs, our board of directors and compensation committee ultimately make their own decisions about these matters.

The compensation committee has a policy that requires any compensation consultant retained by the committee to be independent of the Company and management. The compensation committee reviewed the independence of Aon in light of this policy, SEC rules and Nasdaq listing standards regarding compensation consultants and concluded that Aon’s work for the compensation committee does not raise any conflict of interest.

Clawback Policy

We adopted in 2023 a written compensation recovery policy in accordance with applicable Nasdaq rules, a copy of which was filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on February 22, 2024. The policy, which was effective as of October 2, 2023, generally provides that we will seek to recover incentive-based compensation received by any current or former executive officer, without regard to any fault or misconduct of such executive officer, in the event of an accounting restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the securities laws during the three completed fiscal years immediately preceding the date we determine that an accounting restatement is required. This policy supersedes the Compensation Recoupment Policy of the Company that was adopted and approved by the Board on July 2, 2020.

Say-on-Pay and Say-When-on-Pay

We hold our advisory vote on executive compensation (commonly known as a “say-on-pay” vote) every three years, and hold our advisory vote on the frequency of say-on-pay votes (commonly known as “say-when-on-pay” vote) every six years. The Compensation Committee annually reevaluates our compensation practices to determine how they might be improved.

Equity Compensation Policy

While we do not have a formal written policy in place with regard to the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the Compensation Committee do not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. It has been our practice generally to grant initial equity awards to our officers and non-employee directors in connection with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers. In addition, non-employee directors receive grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of our stockholders, respectively, pursuant to our Non-Employee Director Compensation Policy. Option grants generally are effective on the date the award determination is made by the Compensation Committee or the Board, as the case may be, and the exercise price of options is typically based upon the Fair Market Value of our common stock as defined in our 2019 Omnibus Equity Incentive Plan, as amended.

For additional information, see the section of this proxy statement entitled “Director Compensation Policy.” See also the Existing 2019 Omnibus Plan, as amended, which is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

During the fiscal year ended December 31, 2025, we did not award any equity awards to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report.

Summary Compensation Table

Our named executive officers (“NEOs”) for the year ended December 31, 2025 were Dr. Daniel Vitt, our Chief Executive Officer and Director; Dr. Duane Nash, our former Executive Chairman; Jason Tardio, our Chief Operating Officer and President, Dr. Andreas Muehler, our former Chief Medical Officer; and Glenn Whaley, our Chief Financial Officer.

Name and Principal Position	Year		Salary ($)(1)		Option Awards ($)(2)		Stock Appreciation Rights ($)		Stock Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Dr. Daniel Vitt(3)		2025		625,250		1,043,081		133,300		—		401,258		100,000	(4)		2,302,889
Chief Executive Officer		2024		610,000		2,160,474				—		167,749					2,938,223


Dr. Duane D. Nash(5)		2025		400,551		368,505		48,825		—		162,000					979,881
Former Executive Chairman		2024		388,416		745,729				—		77,683					1,211,828


Dr. Andreas Muehler(6)		2025		540,125		400,696		51,150		—		252,274		17,426	(6)		1,261,671
Former Chief Medical Officer		2024		500,000		752,114				—		100,000		16,121	(6)		1,368,235


Glenn Whaley		2025		463,750		337,093		43,400		—		218,500					1,062,743
Chief Financial Officer		2024		445,000		637,957				—		89,000					1,171,957


Jason Tardio		2025		512,500		400,696		51,150		—		239,200					1,203,546
COO and President		2024		250,000		670,219				—		110,000					1,030,219

(1)

An exchange rate of 1.16569 Euro to US$ based on the average exchange rate for 2025 was used to convert payment amounts in euros for the table above for 2025. An exchange rate of 1.078 Euro to US$ based on the average exchange rate for 2024 was used to convert payment amounts in euros for the table above for 2024. Dr. Vitt received payment of his salary in US$ in 2025 and in Euros in 2024. Dr. Muehler received payment in both USD and Euros for all years presented.

(2)

The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of ASC 718. The assumptions that we used to calculate these amounts are discussed in Note 7 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

(3)

Dr. Vitt resigned as Chief Executive Officer, effective June 1, 2026. On May 22, 2026, the Board appointed Erik Lundgren as Chief Executive Officer of the Company, with his start of employment beginning June 1, 2026. Represents a housing allowance for Dr. Vitt while relocated in the United States. On May 22, 2026, the Company appointed Erik Lundgren, as Chief Executive Officer of the Company, with his start of employment beginning on June 1, 2026.

(4)

For 2025 and 2024, the amount in the “Salary” column represents combined compensation for service as Executive Chairman.

(5)

Dr. Muehler resigned as Chief Medical Officer on April 27, 2026.

(6)

For Dr. Muehler, represents a pension allowance.

Pay Versus Performance Disclosure

In accordance with SEC rules, set forth below is our analysis of the relationship between the compensation actually paid to our Chief Executive Officer and other named executive officers (NEOs), and certain financial performance measures over the last three fiscal years.

Pay versus Performance Disclosure Table

Year		Summary Compensation Table Total for CEO ($)⁽¹⁾		Compensation Actually Paid to CEO ($)⁽²⁾		Average Summary Compensation Table Total for Non-CEO NEOs ($)⁽³⁾		Average Compensation Actually Paid to Non-CEO NEOs ($)⁽⁴⁾		Value of Initial Fixed $100 Investment Based on: Company Total Shareholder Return ($)		Net Income (millions) ($)
(a)		(b)		(c)		(d)		(e)		(f)		(g)
	2025		2,302,889		1,688,776		1,126,960		931,430		3.49		(97.2	)
	2024		2,938,223		2,356,328		1,195,560		1,103,831		6.54		(100.5	)
	2023		1,211,839		1,229,519		732,140		752,923		9.81		(93.6	)

⁽¹⁾The dollar amounts reported in this column are the amounts of total compensation reported for Daniel Vitt, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year.

⁽²⁾The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Daniel Vitt as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Daniel Vitt during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation, as reported on the Summary Compensation Table, for Daniel Vitt for each year to determine the compensation actually paid:

Adjustments to Determine Compensation Actually Paid for CEO	2025			2024			2023
Total Compensation (from Summary Compensation Table)	$	2,302,889		$	2,938,223		$	1,211,839
Minus amounts reported under the “Stock Appreciation Rights” column in the Summary Compensation Table		(133,300	)		—			—
Minus amounts reported under the “Option Awards” column in the Summary Compensation Table		(1,043,081	)		(2,160,474	)		(341,880	)
Plus fair value as of the end of the reported year of awards granted during the reported year that remain unvested as of year end		1,186,952			1,546,707			393,594
Plus increase (or minus decrease) in fair value from the end of the prior year to the end of the reported year of awards granted prior to the reported year that were outstanding and unvested as of the end of the reported year		(549,819	)		(128,373	)		(18,927	)
Plus increase (or minus decrease) in fair value from the end of the prior year to vesting date of awards granted prior to the reported year that vested during the reported year		—			—			(15,107	)
Plus fair value as of the vesting date of any awards granted and vesting during the reported year		(74,865	)		(34,089	)		—
Minus fair value as of the last day of the prior year of any awards for which the vesting conditions failed during the reported year		—			—			—
Increase based on Incremental fair value of options modified during the year		—			194,334			—
Compensation Actually Paid to CEO	$	1,688,776		$	2,356,328		$	1,229,519

⁽³⁾The dollar amounts reported in this column represent the average of the amounts reported for the company’s named executive officers as a group (excluding Daniel Vitt) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Daniel Vitt) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Dr. Duane Nash, Dr. Andreas Muehler, Jason Tardio and Glenn Whaley; for 2024, Dr. Duane Nash, Dr. Andreas Muehler, Jason Tardio and Glenn Whaley; (ii) for 2023, Dr. Duane Nash, Dr. Andreas Muehler and Glenn Whaley; and (iii) for 2022, Dr. Duane Nash, Dr. Andreas Muehler and Glenn Whaley.

⁽⁴⁾The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Daniel Vitt), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Daniel Vitt) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Daniel Vitt) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs	2025			2024			2023
Total Compensation (from Summary Compensation Table)	$	1,126,960		$	1,195,560		$	732,140
Minus amounts reported under the “Stock Appreciation Rights” column in the Summary Compensation Table		(48,631	)		—			—
Minus amounts reported under the “Option Awards” column in the Summary Compensation Table		(376,747	)		(701,505	)		(140,046	)
Plus fair value as of the end of the reported year of awards granted during the reported year that remain unvested as of year end		401,563			479,690			110,496
Plus increase (or minus decrease) in fair value from the end of the prior year to the end of the reported year of awards granted prior to the reported year that were outstanding and unvested as of the end of the reported year		(163,428	)		(20,610	)		(6,053	)
Plus increase (or minus decrease) in fair value from the end of the prior year to vesting date of awards granted prior to the reported year that vested during the reported year		(54,467	)		(7,506	)		(4,063	)
Plus fair value as of the vesting date of any awards granted and vesting during the reported year		46,180			69,975			60,449
Minus fair value as of the last day of the prior year of any awards for which the vesting conditions failed during the reported year		—			—			—
Increase based on Incremental fair value of options modified during the year		—			88,227
Compensation Actually Paid for Non-CEO NEOs	$	931,430		$	1,103,831		$	752,923

The following graph presents the Compensation Actually Paid to our CEO and other Named Executive Officers versus our Company’s 3-year cumulative Total Shareholder Return.

The following graph presents the Compensation Actually Paid to our CEO and other Named Executive Officers versus the Company’s Net Income.

Non-Equity Incentive Plan Compensation and Bonus

We offer our NEOs the opportunity to earn annual discretionary cash bonuses, as determined by our board of directors or the compensation committee annually at their discretion. Actual bonus amounts for our NEOs are determined by our compensation committee after consideration of Dr. Vitt’s recommendations (except with respect to his individual bonus). Our CEO makes recommendations to the compensation committee regarding annual bonus payouts for the executive officers other than himself and does not participate in any discussions with the compensation committee regarding his own compensation.

For 2025, annual bonuses were based on such factors as the board of directors and the compensation committee deemed appropriate, including a variety of individual and Company priorities and objectives relating to 2025, as well as each individual NEO’s performance as it related to his area of responsibility.

In February 2026, the board approved a 115% bonus payout for 2025 to each of Daniel Vitt, Andreas Muehler, Glenn Whaley and Jason Tardio. The bonuses were paid in March and April of 2026. In addition, a payment of $162,000 was made to Duane Nash, former Executive Chairman of the Board.

Agreements With Our Named Executive Officers

Erik Lundgren

As described herein, on May 22, 2026, Erik Lundgren was appointed Chief Executive Officer of the Company, with his start of employment beginning June 1, 2026.

In connection with his appointment as Chief Executive Officer, Mr. Lundgren entered into an employment agreement with the Company, dated as of May 22, 2026 (the “Lundgren Agreement”). Pursuant to the Lundgren Agreement, Mr. Lundgren will receive a yearly base salary of $685,000, subject to periodic review and adjustments made by the Company, and be eligible for a yearly bonus amount of not less than 60% of the yearly base salary upon achievement of certain individual and company goals. For the fiscal year ending December 31, 2026, the Company will pay Mr. Lundgren’s annual bonus in full (without proration) at no less than 60% of the yearly base salary, in six monthly installments of no less than sixty-eight thousand and five hundred dollars ($68,500) each. In addition, if (i) the pending Phase 3 trial for relapsing multiple sclerosis meets its primary efficacy and safety goals in a manner that, as reasonably determined by the Board, justifies the submission of a New Drug Application with the Food and Drug Administration for relapsing multiple sclerosis, and (ii) Mr. Lundgren remains an employee of the Company in good standing through March 31, 2027, the Company shall pay to Mr. Lundgren an additional cash bonus of two hundred thousand dollars ($200,000), which shall be paid on the first ordinary payroll date after such conditions are both met. Additionally, the Company has agreed to enter into a separate letter agreement promptly after the execution of the Lundgren Agreement, pursuant to which the Company shall pay Mr. Lundgren a cash bonus of two hundred and fifty thousand dollars ($250,000) within one month of the Effective Date. Mr Lundgren 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 Lundgren Agreement, if: (i) Mr Lundgren is terminated without “cause” (as such term is defined in the Lundgren Agreement), (ii) Mr Lundgren resigns for “Good Reason” (as such term is defined in the Lundgren Agreement), or (iii) the Company elects not to renew the term of Mr Lundgren’s employment with the Company, subject to the terms and limitations in the Lundgren Agreement, and such termination occurs outside of a Change of Control Period (as defined in the Lundgren Agreement), Mr Lundgren would be entitled to receive (a) a lump sum payment in an amount equal to the sum of Mr Lundgren’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 Mr Lundgren 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, plus an amount equal to 100% of Mr Lundgren’s then-current target bonus; provided, that if Mr Lundgren’s employment is terminated by Mr Lundgren as a result of a Clinical Trial Failure Event on or prior to March 31, 2027, the severance payment shall instead be equal to thirty-four (34) 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, or if Mr Lundgren incurs a qualifying termination prior to a Change of Control that entitles him to severance payments outside of the Change of Control Period and a Change of Control occurs within sixty (60) days following his date of termination, Mr Lundgren would be entitled to receive: the enhanced Change of Control severance payments (less, in the case of the sixty-day lookback, any amounts already paid): (a) a lump sum payment in an amount equal to the sum of Mr Lundgren’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 Mr Lundgren 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 150% of Mr Lundgren’s target annual bonus (without proration), (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 Mr Lundgren’s execution and non-revocation of a release of claims in favor of the Company.

Dr. Daniel Vitt

Prior Employment Agreement and Related Arrangements

In connection with Dr. Vitt’s planned temporary relocation to the United States, on December 13, 2024, Dr. Vitt and the Company entered into a new employment agreement (the “New Vitt Agreement”). During the term of the New Vitt Agreement, Dr. Vitt’s services on the Management Board of Immunic AG will be paused. The New Vitt Agreement provides for Dr. Vitt’s current annual salary of $610,000 and annual target bonus of 55% of Dr. Vitt’s annual salary. From time to time, Dr. Vitt may continue to receive equity incentive awards pursuant to the Company’s 2019 Omnibus Equity Incentive Plan (or supplemental or succeeding equity plan as applicable). Certain compensation received by Dr. Vitt, whether in concordance with the New Vitt Agreement or otherwise, is subject to the Company’s clawback compensation policy. Under the New Vitt Agreement, Dr. Vitt is entitled to participate in employee benefit plans of the Company.

Additionally, on a monthly basis and subject to certain conditions, the Company may reimburse Dr. Vitt in respect of $100,000 of housing expenses in the United States during the term of the New Vitt Agreement.

On December 18, 2024, in view of Dr. Vitt’s planned temporary relocation of employment to the United States as governed by the New Vitt Agreement, Dr. Vitt entered into a separate agreement with Immunic AG in order to pause that certain service agreement by and between Immunic AG and Dr. Vitt, dated December 19, 2023 (the “Suspension Agreement”). Under the terms of the Suspension Agreement, in general, Dr. Vitt will not receive remuneration relating to his service on the Management Board of Immunic AG during the period of time of the suspension of his service relationship with the Management Board (the “Service Agreement Suspension Period”). Dr. Vitt will be released from his duties as a member of the Management Board during the Service Agreement Suspension Period. The Suspension Agreement provides for Dr. Vitt’s reappointment to the Management Board following the completion of the Service Agreement Suspension Period.

New Employment Agreement

On December 29, 2025, Dr. Daniel Vitt entered into an employment agreement with the Company setting forth the terms and conditions regarding Dr. Vitt’s remuneration and other provisions of employment with the Company while he is performing services in the United States (the “New Employment Agreement”). Pursuant to the New Employment Agreement, Dr. Vitt has agreed to spend fifty percent (50%) of his working time in the United States during the term of the New Employment Agreement and to spend the remaining fifty percent (50%) of his working time in Germany. While working in the United States, Dr. Vitt will perform services only for the Company and while working in Germany, Dr. Vitt will perform services only as a member of the Management Board (the “Management Board”) of Immunic AG, a wholly-owned subsidiary of the Company, pursuant to a management agreement (the “Management Board Agreement”) between Dr. Vitt and Immunic AG.

The New Employment Agreement provides that Dr. Vitt will continue to serve as Chief Executive Officer of the Company until the earlier of (i) the date that Dr. Vitt is reappointed on a full-time basis to the Management Board of Immunic AG and (ii) Dr. Vitt’s Date of Termination (as defined in the New Employment Agreement). During the Term of Employment (as defined in the New Employment Agreement), Dr. Vitt shall devote (i) fifty percent (50%) of his working time, attention and effort to the affairs of the Company, excluding any periods of disability, vacation, or sick leave to which Dr. Vitt is entitled, and shall use his reasonable best efforts to perform the duties properly assigned to him thereunder and to promote the interests of the Company, and (ii) the remaining fifty percent (50%) of his working time to perform services for Immunic AG in Germany, pursuant to the Management Board Agreement.

The New Employment Agreement provides, among other things, an annual base salary of $305,000 and an annual target bonus of 55% of Dr. Vitt’s annual salary. From time to time, Dr. Vitt may continue to receive equity incentive awards pursuant to the Company’s 2019 Omnibus Equity Incentive Plan (or supplemental or succeeding equity plan as applicable). Certain compensation received by Dr. Vitt, whether in accordance with the New Employment Agreement or otherwise, is subject to the Company’s clawback compensation policy (and any other similar policy as applicable).

Pursuant to the terms of the Management Board Agreement, Dr. Vitt is entitled to participate in employee benefit plans of Immunic AG. Additionally, the Company may reimburse Dr. Vitt up to $50,000 for U.S. housing expenses during the term of the New Employment Agreement, subject to the conditions set forth in the New Employment Agreement. Dr. Vitt shall also be entitled to customary reimbursement for certain business- or employment-related expenses during the Term of Employment.

On December 29, 2025, Dr. Vitt entered into an addendum (the “Addendum”) to that certain service agreement by and between Immunic AG and Dr. Vitt, as most recently amended on December 19, 2023 (the “Service Agreement”), which agreement was suspended pursuant to the agreement on suspension of the service agreement (the “Suspension Agreement”) by and between Immunic AG and Dr. Vitt, dated December 18, 2024. Pursuant to the Addendum, the suspension of the Service Agreement under the Suspension Agreement shall be terminated without replacement effective December 31, 2025. Pursuant to the Addendum, Dr. Vitt shall devote fifty percent (50%) of his working time to Immunic AG. Additionally, the Addendum provides for, among other things: (i) a fixed annual salary of €282,826.50, payable on a monthly basis; (ii) annual variable remuneration of up to €155,786.50 if certain annual targets are achieved; and (iii) total annual vacation of 30 working days.

Duane Nash

Agreements with Immunic, Inc.

On April 17, 2020, the Company entered into an employment agreement with Dr. Nash (the “Executive Chairman Agreement”). The Executive Chairman Agreement establishes an “at will” employment relationship pursuant to which Dr. Nash serves as Executive Chairman and contemplated a term that ends on October 15, 2020. Pursuant to the Executive Chairman Agreement, Dr. Nash is entitled to receive: (i) a monthly base salary of $25,417 (it being agreed that such fee shall be inclusive of any fees associated with Mr. Nash’s services as both a director of the Company and in the capacity of Executive Chairman), (ii) employee benefits including, health insurance, dental insurance, basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in the Company’s 401(k) Plan, and (iii) reimbursements for pre-approved reasonable business- related expenses incurred in good faith in the performance of the Dr. Nash’s duties for the Company.

On October 15, 2020, the Company and Dr. Nash entered into an addendum to the Executive Chairman Agreement, pursuant to which the term of the agreement was extended to April 15, 2021. The Company agreed to make a one-time award to Dr. Nash of 120,000 stock options, which vest in six monthly installments starting on November 15, 2020. On April 15, 2021, the Company and Dr. Nash entered into a second addendum to the Executive Chairman Agreement, pursuant to which the term of the agreement was extended to April 15, 2022. In connection therewith, the Company made a one-time award of 90,000 stock options to Dr. Nash, which began to vest monthly over a period of 12 months commencing on May 15, 2021, and increased Dr. Nash’s monthly base salary to $27,960 from $25,417.

On March 15, 2022, the Company and Dr. Nash entered into a third addendum to the Executive Chairman Agreement, pursuant to which the term of the agreement was extended to December 31, 2022. In connection therewith, the Company made a one-time award of 75,000 stock options to Dr. Nash, which will vest monthly over a period of 12 months commencing on April 10, 2022, and increased Dr. Nash’s monthly base salary to $29,358 from $27,960.

On December 28, 2022, the Company and Dr. Duane Nash entered into Addendum Number 4 to the Executive Chairman Agreement dated April 17, 2020, to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2023. In connection with the addendum, the Company increased Dr. Nash’s monthly base salary to $30,250 from $29,358. On October 17, 2023, the Company and Dr. Duane Nash entered into Addendum Number 5 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2024. In connection with the addendum, the Company increased Dr. Nash’s monthly base salary to $32,368 from $30,250. On August 29, 2024, the Company and Dr. Duane Nash entered into Addendum Number 6 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2025. In connection with Addendum Number 6, the Company increased Dr. Nash’s monthly base salary in 2025 to $33,986 from $32,368 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board). All other terms of the Executive Chairman Agreement remain the same.

Agreements with Gliomic Therapeutics Inc.

On December 29, 2025, in connection with the Company’s incorporation of Gliomic Therapeutics Inc., a Delaware corporation, and a wholly-owned subsidiary of the Company (“Gliomic”), Duane Nash, entered into an employment agreement (as described in this section, the “Nash Agreement”) with the Company, pursuant to which Dr. Nash would serve as Chief Executive Officer and President of Gliomic, effective January 1, 2026. The Nash Agreement provides for, among other things: (i) a monthly base salary of $33,987; (ii) entitlement to participate in all Company employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to other full-time employees; and (iii) customary reimbursement for certain business- or employment-related expenses. Certain compensation received by Dr. Nash, whether in accordance with the Nash Agreement or otherwise, is subject to the Company’s clawback compensation policy (and any other similar policy as applicable). The Nash Agreement also provides that upon Dr. Nash’s termination of employment for any reason, Dr. Nash shall be entitled to (i) a lump sum payment on the Date of Termination (as defined in the Nash Agreement) in an amount equal to the sum of Dr. Nash’s earned but unpaid base salary through the Date of Termination; (ii) COBRA reimbursement for six months; and (iii) any other benefits or rights Dr. Nash accrued or earned through the Date of Termination, in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company.

The Nash Agreement provides that Dr. Nash will continue to serve as Chief Executive Officer and President of Gliomic until the Date of Termination. During the Term of Employment (as defined in the Nash Agreement), the Company will not pay Dr. Nash any additional cash retainer for serving on the Board. Upon termination of the Nash Agreement, Dr. Nash shall be entitled to be paid the cash retainer payable to outside directors on the Board of the Company and to the Chairman of the Board of Company for the period of time beginning from and after the Date of Termination and for so long as Dr. Nash remains on the Board and serves as the Chairman of the Board. On December 31, 2025, Dr. Nash’s employment agreement with the Company, pursuant to which Dr. Nash was appointed Executive Chairman of the Company, expired by its terms.

Dr. Andreas Muehler

Service Agreement with Immunic AG

On September 4, 2019, Immunic AG entered into an addendum to the Service Agreement (as amended, the “Muehler Service Agreement”), dated August 22, 2016, between Immunic AG and Dr. Andreas Muehler, our Chief Medical Officer. The Muehler Service Agreement provided that Dr. Muehler would continue to serve on the management board of Immunic AG until August 31, 2021, would receive an annual salary of EUR 154,000, to be paid in 12 monthly installments, and an annual bonus of 30% of his annual base salary upon achievement of certain targets.

On June 10, 2021, Dr. Muehler and Immunic AG entered into a second addendum to the Muehler Service Agreement, pursuant to which Dr. Muehler’s annual salary was increased to EUR 177,100 and his annual target bonus was increased to 35%.

On January 10, 2022, Dr. Muehler and Immunic AG entered into a third addendum to the Muehler Service Agreement. Pursuant to this third addendum, Dr. Muehler continued to serve on the management team of Immunic AG until December 31, 2023, and received an annual salary of EUR 204,155, paid in 12 monthly installments, and a targeted yearly bonus of up to EUR 81,662 upon achievement of certain targets.

On January 16, 2023, Dr. Muehler and Immunic AG entered into a fourth addendum to the Muehler Service Agreement. Pursuant to this fourth addendum, Dr. Muehler would continue to serve on the management team of Immunic AG until December 31, 2023. Dr. Muehler would receive an annual salary of EUR 223,768, to be paid in 12 monthly installments, and a targeted yearly bonus of up to EUR 89,507.20 upon achievement of certain targets.

On December 18, 2023, Dr. Muehler and Immunic AG entered into a fifth addendum to the Muehler Service Agreement, pursuant to which Dr. Muehler continued to serve on the management team of Immunic AG until December 31, 2026. Dr. Muehler will receive an annual salary of EUR 231,825, to be paid in 12 monthly installments, and a targeted yearly bonus of up to EUR 92,730 (40% of base salary) upon achievement of certain targets. In connection with the fifth addendum to the Muehler Service Agreement, Dr. Muehler was granted accelerated vesting of stock options upon termination of employment under specified circumstances and a one-year exercise period following termination, subject to specified conditions including providing post-employment assistance with the transition of his duties to other employees.

Employment Agreement with Immunic, Inc.

On September 4, 2019, Dr. Muehler also entered into a separate employment agreement (the “Muehler Employment Agreement”) with the Company. The Muehler Employment Agreement provided that Dr. Muehler would continue to serve as Chief Medical Officer until August 31, 2021, and would dedicate approximately 40% of his time to the affairs of the Company and approximately 60% of his time to the affairs of Immunic AG. The Muehler Employment Agreement provided for an annual salary of $180,000 and an annual bonus of at least 18% of his annual base salary upon achievement of certain targets. Dr. Muehler also received an inaugural equity award of an option to purchase 40,000 shares of Company common stock. Dr. Muehler is also eligible for reimbursement for certain expenses, and customary insurance and benefits programs of the Company. Effective September 1, 2020, Dr. Muehler’s annual base salary was increased to $198,000. In June 2021 and effective September 1, 2021, Dr. Muehler’s annual base salary under the Muehler Employment Agreement was increased to $227,000and his yearly target bonus was increased to 35%.

Effective January 10, 2022, Dr. Muehler’s base salary that is paid by the Company was increased from $227,000 to $230,287, and his targeted yearly bonus was changed to up to $92,114.80 upon achievement of certain targets.

On December 19, 2023, Dr. Muehler also entered into a separate employment agreement (“Second Muehler Employment Agreement”) with the Company. The Second Muehler Employment Agreement provides that Dr. Muehler will continue to serve as Chief Medical Officer until December 31, 2026, and will dedicate approximately 50% of his time to the affairs of the Company and approximately 50% of his time to the affairs of Immunic AG. This agreement provides for an annual salary of $250,000 USD and an annual bonus of at least 40% of annual base salary upon achievement of certain targets. Dr. Muehler is also eligible for reimbursement for certain expenses, and customary insurance and benefits programs of the Company.

Separation Agreement

On April 27, 2026, Dr. Muehler resigned as the Chief Medical Officer of 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.

Glenn Whaley

On November 21, 2019, the Company and Mr. Whaley entered into an offer letter (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Whaley initially served as Principal Accounting Officer and Controller, and he was promoted in April 2020 to Vice President Finance, Principal Financial and Accounting Officer. The Offer Letter provided for an annual base salary of $295,000 and an annual bonus of 30% of annual base salary upon achievement of certain targets. Effective September 1, 2020, Mr. Whaley's annual base salary was increased to $320,000. On June 10, 2021, the Company and Mr. Whaley entered into an employment agreement (the "Whaley Employment Agreement") which provided for an annual salary of $390,000, subject to periodic review and adjustments made by the Company, and an annual bonus of at least 35% of annual base salary upon achievement of certain targets. On March 10, 2022, Mr. Whaley was promoted to Chief Financial Officer. Effective January 1, 2024, Mr. Whaley's salary was increased to $445,000 and a yearly target bonus was increased to 40%. Effective April 1, 2025, Mr. Whaley's salary was increased to $475,000. Mr. Whaley is also entitled to a severance payment equivalent to twelve months of Mr. Whaley's yearly base salary if (i) Mr. Whaley were to be terminated without "cause" (as such term is defined in the Whaley Employment Agreement), or (ii) the Company were to elect not to renew the term of Mr. Whaley’s employment with the Company. Mr. Whaley is also eligible for reimbursement for certain expenses, and customary insurance and benefits programs of the Company.

Jason Tardio

On July 9, 2024, the Company and Mr. Tardio entered into an employment agreement (the “Tardio Agreement”). Pursuant to the Tardio Agreement, Mr. Tardio will receive a yearly base salary of $500,000, subject to periodic review and adjustments made by the Company and is eligible for a yearly bonus amount of up to 40% of the yearly base salary upon achievement of certain individual and company goals. In addition, the Company paid Mr. Tardio a signing bonus in the amount of $120,000, 50% payable in the first month and 50% payable after six months of employment. Mr. Tardio is also entitled to a severance payment equivalent to twelve months of Mr. Tardio’s yearly base salary if (i) Mr. Tardio were to be terminated without “cause” (as such term is defined in the Tardio Agreement), or (ii) the Company were to elect not to renew the term of Mr. Tardio’s employment with the Company.

Michael Panzara

In 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 “Panzara Agreement”). Pursuant to the Panzara 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 Panzara Agreement, if: (i) Dr. Panzara is terminated without “cause” (as such term is defined in the Panzara Agreement), (ii) Dr. Panzara resigns for “Good Reason” (as such term is defined in the Panzara 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 Panzara Agreement, and such termination occurs outside of a Change of Control Period (as defined in the Panzara 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.

Potential Payments Upon Termination or Change in Control

The table below reflects, as applicable, amounts payable to our current named executive officers in connection with a termination by the Company without cause, by the executive for good reason, or upon non-renewal by the Company in the event of a change in control. For purposes of our agreements with our named executive officers, “cause” generally means, in the judgement of the Company, one or more of the following: (i) the executive’s willful failure to perform his duties hereunder or the lawful directives of the Board or nominees thereof (other than as a result of illness or injury), (ii) the conviction of, or plea of nolo contendere by, executive to, a felony or a crime involving moral turpitude, (iii) 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) 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) executive’s breach of his obligations under the Confidentiality Agreement. For purposes of our agreements with our named executive officers, “good reason” generally means, one or more of the following: (i) the assignment to executive duties materially inconsistent with executive’s position, including any change in status, title, authority, duties or responsibilities or any other action which results in a material diminution in such status, title, authority, duties or responsibilities; (ii) a material reduction in the executive’s base salary by the Company or, if applicable (iii) the relocation of executive office.

A summary of the potential payments that each of our current named executive officers would have received upon the occurrence of these events, assuming that each triggering event occurred on December 31, 2025, is set forth below.

Triggering Event	Cash Severance		Accelerated equity awards (1)		Bonus (2)		Vacation days		Continued Health (3)		Total
		($)		($)		($)		($)		($)		($)
Daniel Vitt(5)
Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control		634,400		4,429,347		348,920		73,154		42,000		5,527,821
Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control		951,600		4,429,347		348,920		73,154		63,000		5,866,021
Duane Nash
Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control		—		—		—		—		—		—
Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control		—		—		—		—		—		—
Andreas Muehler (4)
Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control		548,421		1,649,122		219,368		63,279		42,000		2,522,191
Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control		548,421		1,649,122		219,368		63,279		42,000		2,522,191
Glenn Whaley
Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control		475,000		700,353		190,000		36,538		42,000		1,443,891
Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control		475,000		1,400,706		190,000		36,538		42,000		2,144,244
Jason Tardio
Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control		520,000		820,061		208,000		40,000		42,000		1,630,061
Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control		520,000		1,640,121		208,000		40,000		42,000		2,450,121

(1)

The amounts in the “Accelerated Equity Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of ASC 718. The assumptions that we used to calculate these amounts are discussed in Note 7 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. Represents 100% of the executives target bonus effect for the fiscal year in which the executive is terminated, prorated based on the actual amount of time the executive is employed by the Company.

	(2)	Represents 100% of the executives target bonus effect for the fiscal year in which the executive is terminated, prorated based on the actual amount of time the executive is employed by the Company.
	(3)	Continued health payment represents 12-months of COBRA coverage except for Daniel Vitt in a change in control scenario where he receives 18 months of COBRA coverage.
	(4)	Andreas Muehler ceased to be the Chief Medical Officer of the Company on April 27, 2026.
	(5)	On May 22, 2026, Daniel Vitt, resigned as the Chief Executive Officer of the Company, effective June 1, 2026. Dr. Vitt will continue to serve as a member of the Company’s Board, and retain responsibility for scientific strategy and portfolio advancement. There are no changes to the Company’s compensation arrangements with Dr. Vitt at this time.

2019 Omnibus Equity Incentive Plan, as Amended

Our Existing 2019 Omnibus Plan, being the 2019 Omnibus Equity Incentive Plan, as amended on June 28, 2023, March 4, 2024, and June 4, 2025 provides that in the event of a Corporate Transaction, as defined in the Existing 2019 Omnibus Plan, (i) with respect to unvested awards, unless such awards are assumed by the acquiring or succeeding corporation or replaced with equivalent awards, the administrator will cancel such awards (unless the administrator accelerates their vesting), and (ii) with respect to vested awards, the administrator may (a) allow grantees to exercise such awards within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding awards that remain unexercised upon consummation of the Corporate Transaction, or (b) cancel any or all of such outstanding awards in exchange for a payment equal to the amount that the grantee would have received (net of the exercise price) if such vested awards were exercised immediately prior to the consummation of the Corporate Transaction.

In addition, pursuant to their stock option agreements, certain optionees, including our named executive officers who have awards under the Existing 2019 Omnibus Plan, are eligible for full vesting acceleration of their outstanding options in the event their service is terminated other than for “cause.”

As described elsewhere in Proposal Number 2, we are asking our stockholders to approve the Plan Amendment, to increase the number of shares of common stock authorized for issuance by 6,000,000 shares to a total of 8,644,887 shares.

Outstanding Equity Awards as of December 31, 2025

The following table sets forth certain information concerning outstanding equity for our named executive officers as of December 31, 2025.

Outstanding Equity Awards as of December 31, 2025

The following table sets forth certain information concerning outstanding equity for our named executive officers as of December 31, 2025.

	OPTION AWARDS					STOCK APPRECIATION RIGHTS AWARDS
Name	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE⁽¹⁾	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (2)	OPTION EXERCISE PRICE	OPTION EXPIRATION DATE
Duane D. Nash, M.D., J.D.
Former Executive Chairman	6/5/2025	28,500	28,500	7.70	6/5/2035	7/7/2025	—	31,500	7.65	7/7/2035
	12/4/2024	30,000	—	12.50	12/4/2034
	1/17/2024	30,000	—	12.10	1/17/2034
	1/2/2023	13,200	—	14.00	1/2/2033
	6/15/2022	1,000	—	17.20	6/15/2032
	3/10/2022	7,500	—	17.20	3/10/2032
	6/10/2021	1,000	—	17.20	6/10/2031
	4/15/2021	9,000	—	17.20	4/15/2031
	10/22/2020	12,000	—	17.20	10/22/2030
	7/2/2020	4,500	—	17.20	7/2/2030
	7/22/2019	2,995	—	17.20	7/22/2029
Daniel Vitt (3)
Chief Executive Officer	6/5/2025	—	155,800	7.70	6/5/2035	7/7/2025	—	86,000	7.65	7/7/2035
	12/4/2024	20,500	61,500	12.50	12/4/2034		—
	1/17/2024	55,583	60,416	12.10	1/17/2034
	1/2/2023	21,875	8,125	14.00	1/23/2033
	6/15/2022	875	125	17.20	6/15/2032
	1/3/2022	21,052	448	17.20	1/3/2032
	3/1/2021	11,500	—	17.20	3/1/2031
	7/2/2020	8,000	—	17.20	7/2/2030
	8/1/2019	6,500	—	17.20	8/1/2029
Andreas Muehler
Former Chief Medical Officer	6/5/2025	—	59,850	7.70	6/5/2035	7/7/2025	—	33,000	7.65	7/7/2035
	12/4/2024	7,875	23,625	12.50	12/4/2034		—
	1/17/2024	16,071	17,468	12.10	1/17/2024
	1/2/2023	9,625	3,575	14.00	1/2/2033
	6/15/2022	875	125	17.20	6/15/2032
	1/3/2022	9,791	208	17.20	1/3/2032
	3/1/2021	6,500	—	17.20	3/1/2031
	7/2/2020	4,400	—	17.20	7/2/2030
	8/12/2019	1,000	—	17.20	8/12/2029
	8/1/2019	3,000	—	17.20	8/1/2029
Glenn Whaley
Chief Financial Officer	6/5/2025	—	50,350	7.70	6/5/2035	7/7/2025	—	28,000	7.65	7/7/2035
	12/4/2024	6,625	19,875	12.50	12/4/2034		—
	1/17/2024	14,154	15,385	12.10	1/17/2024
	1/2/2023	8,020	2,979	14.00	1/2/2033
	6/15/2022	875	125	17.20	6/15/2032
	3/10/2022	3,750	250	17.20	3/10/2032
	1/3/2022	6,854	145	17.20	1/3/2032
	3/1/2021	4,000	—	17.20	3/1/2031
	7/2/2020	3,000	—	17.20	7/2/2030
	4/29/2020	1,500	—	17.20	4/29/2030
	12/1/2019	1,500	—	17.20	12/1/2029
Jason Tardio
Chief Operating Officer and President	6/5/2025	—	59,850	7.70	6/5/2035	7/7/2025	—	33,000	7.65	7/7/2035
	12/4/2024	3,937	11,812	12.50	12/4/2034		—
	7/9/2024	17,710	32,289	12.50	7/9/2034

(1)

All options vest 25% on the first anniversary of the vesting commencement date and then in monthly installments over the following 36 months.

(2)

Stock appreciation rights will vest in full on August 1, 2026.

(3)

Perquisites, Health, Welfare and Retirement Benefits

Our named executive officers in the U.S. are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We provide a 401(k) savings plan to our employees, including our current named executive officers, as discussed in the section below entitled “401(k) Plan.” Our NEOs in Germany receive health benefits through the German national healthcare system.

We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances and as noted in the Summary Compensation Table above. Our board of directors may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including named executive officers, with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. Pre-tax and after-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Currently, we do not make matching contributions into the plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all matching contributions, if any, are deductible by us when made.

Equity Compensation Plans

The following table summarizes information about our equity compensation plans as of December 31, 2025. All outstanding option awards relate to our common stock.

Plan Category	Number of securities to be issued upon exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:		—		—		—
2021 Employee Stock Purchase Plan⁽¹⁾:		—		—		61,026
2019 Omnibus Equity Incentive Plan, as amended ⁽²⁾:		2,572,849	$	12.10		72,133
Stock Appreciation Rights plans⁽³⁾:		499,976	$	7.65		1,123,030
Assumed Vital Equity Compensation Plans:		—		—		4,625
Equity compensation plans not approved by security holders:		—		—		—

Total		3,072,825				1,260,814

	(1)	At a Special Meeting of Stockholders held on March 4, 2024, our stockholders approved an amendment to our Amended and Restated 2021 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for delivery under such plan by 100,000 shares to a total of 120,000 shares.
	(2)	At an Annual Meeting of Stockholders held on June 4, 2025, our stockholders approved an amendment to our 2019 Omnibus Equity Incentive Plan, as amended, to increase the number of shares of common stock authorized for issuance by 700,000 shares to a total of 2,644,887 shares.

(3)

On July 7, 2025, the Board of Directors of Immunic, Inc. authorized grants, of up to an aggregate of 35,000,000 stock appreciation rights (“SARs”) to the Company’s employees and executive officers. The SARs are settleable in cash until such time in which the Company has sufficient number of shares of common stock to support settlement of the SARs with shares. The Company intends to seek stockholder approval to increase the number of shares available under the Company's 2019 Omnibus Equity Incentive Plan.

Compensation Committee Report

The compensation committee (which, as of the date below, is composed of the undersigned directors) has reviewed and discussed the foregoing “Executive Compensation” section of this proxy statement with management. Based on this review and discussion, the compensation committee recommended to our board of directors that such information be included in this proxy statement.

The report of the compensation committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Immunic under the Securities Act or the Exchange Act, except to the extent Immunic specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

Jon Congleton, Chair

Tamar Howson
Simona Skerjanec
Dr. Richard Rudick

May 29, 2026

RELATED PERSON TRANSACTIONS

Related Person Transactions

We have not been a party to any transactions in which the amount involved exceeded $120,000 and in which any of our executive officers, directors, promoters or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest.

Indemnification of Officers and Directors

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements, our amended and restated certificate of incorporation and our amended and restated bylaws require us to indemnify our directors, executive officers and certain controlling persons to the fullest extent permitted by Delaware law.

Related Person Transactions Policy

We adopted a written Related Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration, approval and oversight of “related person transactions.”

For purposes of our policy only, a “related person transaction” is a past, present or future transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. Various transactions are not covered by this policy, including transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person, equity and debt financing transactions with a related person that are approved by the board, and other transactions not otherwise required to be disclosed under Item 404 of Regulation S-K. A “related person” is any executive officer, director or nominee to become director, a holder of more than 5% of our common stock, including any immediate family members of such persons. Any related person transaction may only be consummated if approved or ratified by the affirmative vote of seventy-five percent (75%) of our disinterested directors then in office in accordance with the policy guidelines set forth below.

Under the policy, where a transaction has been identified as a related person transaction, management must present information regarding the proposed related person transaction to our audit committee for review and recommendation for approval to our board of directors. In considering related person transactions, our audit committee and board of directors take into account the relevant available facts and circumstances including, but not limited to whether the terms of such transaction are no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval process.

SECURITY OWNERSHIP

The following table sets forth the beneficial ownership of our common stock as of May 26, 2026 by:

each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock;

each of our named executive officers;

each of our directors; and

all of our executive officers and directors as a group.

The percentage ownership information shown in the table is based on an aggregate of 13,621,483 shares of our common stock outstanding as of May 26, 2026.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options and warrants that are either immediately exercisable or exercisable on or before July 25, 2026 which is 60 days after May 26, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options and warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The table does not include shares of common stock issuable pursuant to the exercise of pre-funded warrants, which are immediately exercisable and remain exercisable until exercised in full for an exercise price of $0.0001 per share of common stock. However, under the terms of the pre-funded warrants, a stockholder may not exercise the pre-funded warrants to the extent such exercise would cause such stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% (or for stockholders who so elect, 4.99%) of our then outstanding shares of common stock following such exercise (excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants which have not been exercised). The amounts set forth in the table below give effect to such beneficial ownership limitations. For each stockholder in the table below for which such beneficial ownership limitations apply, the number of shares of common stock issuable pursuant to the exercise of pre-funded warrants held by such stockholder is set forth in the footnote for such stockholder. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise noted below, the address of each of the individuals and entities named in the table below is c/o Immunic, Inc., 1200 Avenue of the Americas, Suite 200, New York, New York 10036. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned
5% Stockholders:
BVF Entities(1)		1,464,886		9.99	%
Aberdeen Entities(2)		1,419,682		9.99	%
Janus Entities(3)		1,511,818		9.99	%
Vivo Entities(4)		1,511,818		9.99	%
Adage Entities(5)		1,350,160		9.10	%
Nantahala Entities(6)		1,152,440		8.04	%
Commodore Entities(7)		1,145,400		7.76	%
Avidity Entities(8)		1,242,641		8.75	%
Deep Track Entities(9)		1,145,400		7.76	%
Named Executive Officers and Directors:
Duane D. Nash, M.D., J.D.(10)		162,299		1.19	%
Tamar Howson(11)		30,595		*
Dr. Andreas Muehler(12)		101,861		*
Dr. Jörg Neermann(13)		50,595		*
Barclay Phillips(14)		30,595		*
Thorvald Nagel		—		—
Dr. Daniel Vitt(15)		204,604		1.50	%
Simona Skerjanec(16)		23,333		*
Jason Tardio(17)		28,378		*
Glenn Whaley(18)		65,896		*
Dr. Richard Rudick(19)		50,337		*
Jon Congleton		—		—
Dr. Michael Panzara		—		—
Michael Bonney		—		—
All directors and executive officers as a group and certain former named executive officers (13 people)(20)		748,493		5.49	%

(1)

The amounts include (i) (a) 4,135,956 shares of common stock held by Biotechnology Value Fund, L.P. (“BVF”), (b) 6,618,704 shares of common stock issuable upon the exercise of pre-funded warrants within 60 days, up to the holder’s 9.99% blocker limitation held by BVF (ii) 3,351,749 shares of common stock held by Biotechnology Value Fund II, L.P. (“BVF2”), (iii) 473,490 shares of common stock held by Biotechnology Value Trading Fund OS, L.P. (“Trading Fund OS”) and (iv) 68,961 shares of common stock held by a certain managed account (the “Partners Managed Account” and, together with BVF, BVF2, and Trading Fund OS, the “BVF Entities”). The amounts exclude an additional (i) 68,176,762 shares of common stock underlying pre-funded warrants held by the BVF Entities with a 9.99% beneficial ownership limitation. BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the shares beneficially owned by BVF. BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the shares beneficially owned by BVF2. BVF Partners OS Ltd. (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the shares beneficially owned by Trading Fund OS. BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF and BVF2. Partners, as the investment manager of each of BVF, BVF2, Trading Fund OS and the Partners Managed Account, and the sole member of Partners OS, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS and held in the Partners Managed Account. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the shares beneficially owned by Partners. Mark Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the shares beneficially owned by BVF Inc. Pursuant to a certain agreement entered into between Mr. Nagel and Partners, Mr. Nagel is obligated to transfer to Partners the economic benefit received, if any, in connection to his position on the Board of Directors. The business address for each of the entities and Mr. Lampert is 44 Montgomery St., 40th Floor, San Francisco, California 94104.

(2)

The amounts include (i) 8,243,941 shares of common stock and (ii) 5,952,881 shares of common stock issuable upon the exercise of pre-funded warrants within 60 days, up to the holder’s 9.99% blocker limitation. Exclude an additional 40,807,060 shares of common stock underlying pre-funded warrants and warrants with a 9.99% beneficial ownership limitation. The amounts set forth in the table above give effect to such beneficial ownership limitation. The principal business address of Aberdeen Group plc is 1 George Street, Edinburgh, United Kingdom, EH2 2LL.

(3)

The amounts include 15,118,189 shares of common stock issuable upon the exercise of pre-funded warrants within 60 days, up to the holder’s 9.99% blocker limitation. Excludes an additional 9,670,811 shares of common stock underlying pre-funded warrants and warrants with a 9.99% beneficial ownership limitation. The amounts set forth in the above table give effect to such beneficial ownership limitations. Such Shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. The Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus whom makes decisions with respect to the disposition of the share of Common Stock offered hereby. The address for Janus is 151 Detroit Street, Denver, CO 80206. The portfolio managers for this Fund are: Andrew Acker, Daniel S. Lyons and Agustin Mohedas.

(4)

(5)

The amounts include (i) 1,398,600 shares of common stock and (ii) 12,103,000 shares of common stock issuable upon the exercise of pre-funded warrants within 60 days, in each case held by Adage Capital Partners, L.P (“Adage”). Bob Atchinson and Phillip Gross are the managing members of Adage Capital Advisors, L.L.C., which is the managing member of Adage Capital Partners GP, L.L.C., which is the general partner of Adage, and each such person or entity, as the case may be, has shared voting and/or investment power over the securities held by Adage and may be deemed the beneficial owner of such shares, and each such person or entity, as the case may be, disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. The principal business address of Adage Capital Partners LP is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

(6)

The amounts include (i) 4,378,406 shares of common stock and (ii) 7,146,000 shares of common stock issuable upon the exercise of pre-funded warrants within 60 days. The principal business address of Nantahala Capital Management, LLC is 130 Main St. 2nd Floor, New Canaan, Connecticut 06840.

(7)

The amounts include 11,454,000 shares of common stock issuable upon the exercise of pre-funded warrants within 60 days. The principal business address of Commodore Capital Master LP is 444 Madison Avenue, 35th Floor, New York, NY 10022.

(8)

The amounts include (i) 6,699,411 shares of common stock and (ii) 5,727,000 shares of common stock issuable upon the exercise of pre-funded warrants. The principal business address of Avidity Private Master Fund I LP is 2828 N Harwood Street, Suite 1220, Dallas, Texas 75201.

(9)

The amounts include 11,454,000 shares of common stock issuable upon the exercise of pre-funded warrants within 60 days. The information herein is based solely on a report on Schedule 13G filed with the SEC on March 4, 2026. The report was filed by Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., David Kroin, and Deep Track Special Opportunities Fund, LP., having a principal business address of 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830.

(10)

Consists of 36,032 shares of Common Stock and 1,586,959 options to purchase shares of Common Stock within 60 days.

(11)

Consists of options to purchase shares of Common Stock.

(12)

Consists of 14,406 shares of Common Stock held directly; 60,229 shares held in the Employee Stock Purchase Plan; 204,480 shares of common stock held through Xanomed UG (haftungsbeschränkt) and 80,000 shares of common stock held through Xanomed Holding USA, entities controlled by Dr. Muehler; and 659,495 options to purchase shares of common stock within 60 days.

(13)

Consists of 200,000 shares of Common Stock and 305,959 options to purchase shares of Common Stock within 60 days.

(14)

Consists of options to purchase shares of Common Stock within 60 days.

(15)

Consists of 29,000 shares of Common Stock held directly; 362,877 shares of Common Stock held through Listrax UG (haftungsbeschränkt), an entity controlled by Dr. Vitt; and 1,654,166 options to purchase shares of Common Stock within 60 days.

(16)

Consists of options to purchase shares of Common Stock within 60 days.

(17)

Consists of 12,512 of shares of common stock and 271,268 options to purchase shares of Common Stock within 60 days.

(18)

Consists of 95,510 of shares of common stock and 563,453 options to purchase shares of Common Stock within 60 days.

(19)

Consists of 230,375 of shares of common stock and 273,000 options to purchase shares of Common Stock within 60 days.

(20)

Does not include any securities held by Erik Lundgren, incoming Chief Executive Offier.

OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms we have received and written representations from certain reporting persons that they filed all required reports, we believe that all of our officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during 2025.

Fiscal Year 2025 Annual Report

Our financial statements for our fiscal year ended December 31, 2025 are included in our 2025 annual report, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our 2025 annual report are posted on our website at http://www.imux.com and at the website of SEC at www.sec.gov. You may also obtain a copy of our 2025 annual report without charge by sending a written request to Immunic, Inc., 1200 Avenue of the Americas, Suite 200, New York, New York 10036, Attention: Investor Relations.

Company Website

We maintain a website at www.imux.com. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement.

Availability of Bylaws

A copy of our bylaws may be obtained by accessing Immunic’s filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

PROPOSALS OF STOCKHOLDERS FOR 2027 ANNUAL MEETING

Stockholder Proposals for Inclusion in Proxy Statement

Stockholders may present proper proposals (other than nominations of directors) for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our corporate secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our next annual meeting of stockholders, our corporate secretary must receive the written proposal with all relevant information at our principal executive offices no later than the close of business on December 31, 2026; provided that in the event that the date of the 2027 annual meeting is advanced more than 30 days prior to, or delayed by more than 30 days after, the anniversary of this year’s annual meeting, the relevant information must be received by the Company no later than the deadline set forth in a public announcement to be made by the Company, which deadline will be a reasonable time after that public announcement and a reasonable time before the Company begins to print and send its proxy materials for the 2027 annual meeting. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Immunic, Inc.
Attn: Corporate Secretary
1200 Avenue of the Americas, Suite 200
New York, New York 10036

Director Nominations by a Stockholder Intending to Solicit Proxies for the 2027 Annual Meeting

SEC Form DEF 14A filed by Immunic Inc.