IMMUNIC (IMUX) Enters Material Agreement, Unregistered Equity Sale

Ticker: IMUX · Form: 8-K · Filed: Jan 5, 2024 · CIK: 1280776

Immunic, INC. 8-K Filing Summary
FieldDetail
CompanyImmunic, INC. (IMUX)
Form Type8-K
Filed DateJan 5, 2024
Risk Levelmedium
Pages8
Reading Time9 min
Key Dollar Amounts$0.0001, $80 million, $1.43, $1.716, $8.00
Sentimentmixed

Complexity: simple

Sentiment: mixed

Topics: equity-offering, capital-raise, material-agreement, dilution

TL;DR

**IMUX just raised capital through an unregistered equity sale, watch for potential dilution.**

AI Summary

IMMUNIC, INC. (IMUX) entered into a material definitive agreement and conducted unregistered sales of equity securities on January 4, 2024. This likely involves a private placement or similar transaction to raise capital, as indicated by the 'Unregistered Sales of Equity Securities' item. For current or prospective shareholders, this matters because it could lead to dilution of existing shares if new shares were issued at a discount, potentially impacting the stock's value.

Why It Matters

This filing signals that IMMUNIC is raising capital, which could be positive for funding operations but potentially dilutive for existing shareholders if new shares were issued.

Risk Assessment

Risk Level: medium — The 'Unregistered Sales of Equity Securities' suggests a capital raise that could dilute existing shareholders, creating medium risk.

Analyst Insight

A smart investor would await further details on the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to assess the terms, pricing, and potential dilution before making any investment decisions.

Key Players & Entities

Forward-Looking Statements

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 4, 2024.

Which specific items were reported in this 8-K filing by IMMUNIC, INC.?

IMMUNIC, INC. reported 'Entry into a Material Definitive Agreement', 'Unregistered Sales of Equity Securities', 'Regulation FD Disclosure', 'Other Events', and 'Financial Statements and Exhibits'.

What is the trading symbol and exchange for IMMUNIC, INC.'s Common Stock?

The trading symbol for IMMUNIC, INC.'s Common Stock is IMUX, and it is registered on The Nasdaq Stock Market LLC.

What is the par value of IMMUNIC, INC.'s Common Stock?

The par value of IMMUNIC, INC.'s Common Stock is $0.0001.

What is the business address and phone number of IMMUNIC, INC. as listed in the filing?

IMMUNIC, INC.'s business address is 1200 Avenue of the Americas, Suite 200, New York, NY 10036 USA, and its telephone number is (332) 255-9818.

Filing Stats: 2,318 words · 9 min read · ~8 pages · Grade level 13.6 · Accepted 2024-01-05 06:41:09

Key Financial Figures

Filing Documents

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. Securities Purchase Agreement On January 4, 2024, Immunic, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with select accredited investors (the " Investors "), pursuant to which the Company agreed to issue and sell to the Investors in a three-tranche private placement (the " Private Placement ") shares of the Company's common stock, $0.0001 par value per share (the " Common Stock "), or in lieu thereof, pre-funded warrants to purchase shares of Common Stock (the " Pre-Funded Warrants "). The Pre-Funded Warrants are exercisable immediately for $0.0001 per share and until exercised in full. The first tranche, which is expected to close on January 8, 2024, will result in the purchase by the Investors of an aggregate of $80 million of Common Stock (or Pre-Funded Warrants) from the Company at a price of $1.43 per share; The second tranche is a conditional mandatory purchase by the Investors of an additional $80 million of Common Stock (or Pre-Funded Warrants) from the Company at a price of $1.716 per share, equal to 120% of the price paid in the first tranche and is subject to the satisfaction of three conditions: 1) release by the Company of topline data from its Phase 2b clinical trial of vidofludimus calcium (IMU-838) in progressive multiple sclerosis, which data is currently expected in or around April 2025; 2) the 10-day volume-weighted average price of the Common Stock is at least $8.00 per share during the 6 months following the data release; and 3) aggregate trading volume during the same 10-day period is at least $100 million. The third tranche must occur no later than three years after the second tranche and is conditioned on the same volume-weighted average share price and minimum trading volumes as the second tranche. The third tranche provides for the issuance of $80 million of shares of common stock (or pre-funded warrants) at the

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of this Current Report on Form 8-K. The Company will sell the securities to "accredited investors," as that term is defined in the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or "blue sky" laws. The Investors represented that they are acquiring the Common Stock (or Pre-Funded Warrants) for investment only and not with a view towards the resale or distribution thereof in violation of the Securities Act. Accordingly, the Common Stock, the Pre-Funded Warrants and the Warrant Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 5, 2024, the Company issued a press release announcing the Private Placement. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events On January 5, 2024, the Company issued a press release and presentation highlighting 2023 accomplishments and upcoming milestones and providing a corporate update. The press release and presentation are attached as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Forward Looking Statements

Forward Looking Statements This report contains certain forward-looking statements regarding the business of the Company that are not a description of historical facts within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the expected amounts and uses of proceeds of the offering, the satisfaction of conditions and completion of multiple tranches of the offering, future operations, future financial position, future revenue, projected expenses, sufficiency of cash and expected cash runway, expected timing and results of clinical trials, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Immunic's three development programs and the targeted diseases, the potential for Immunic's development programs to safely and effectively target diseases, interpretation of preclinical and clinical data for Immunic's development programs and potential effects, the timing of current and future clinical trials and anticipated clinical milestones, the nature, strategy and focus of the Company and further updates with respect thereto, the development and commercial potential of any product candidates of the Company, and the Company's expected cash runway. Immunic may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and involve substantial risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, the COVID-19 pandemic, impacts of the Ukraine – Russia conflict and the conflict in the Middle East on clinical trials, risks and uncertainties as

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Pre-Funded Warrant 10.1 Securities Purchase Agreement, dated January 4, 2024, by and among the Company and the Investors 99.1 Press release issued by the Company on January 5, 2024, furnished herewith. 99.2 Press release issued by the Company on January 5, 2024, furnished herewith. 99.3 Presentation, dated January 5, 2024, furnished herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated: January 5, 2024 Immunic, Inc. By: /s/ Daniel Vitt Daniel Vitt Chief Executive Officer

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