IMMUNIC, INC. 8-K

What Happened

• Immunic, Inc. (IMUX) filed an 8-K on Feb. 13, 2026 disclosing a Securities Purchase Agreement dated Feb. 12, 2026 to sell pre-funded warrants and accompanying common warrants in a private placement expected to generate approximately $200 million in gross proceeds. Each unit sells for $0.873120; each pre-funded warrant is immediately exercisable for common stock at $0.0001 per share and each common warrant will be exercisable at $0.873220 per share (subject to adjustments). The Company expects the offering to close on or about Feb. 17, 2026 and has agreed to file resale registration rights for investors within 45 days after closing.
• The company will seek stockholder approval for a reverse stock split of at least 10:1 (file a preliminary proxy within three days after closing) to be implemented if approved. Separately, Immunic entered a Royalty Purchase Agreement to exchange 51,087,000 Series B warrants for a pro rata share of a 5% synthetic royalty on future sales of its vidofludimus calcium program. The Board appointed Thorvald “Thor” Nagel as a director and named Simona Skerjanec Interim Chair; director Maria Törnsén resigned in connection with the offering.

Key Details

• Aggregate expected gross proceeds from the warrant issuance: approximately $200 million (before placement agent fees and expenses). Aggregate exercise price of the issued warrants: approx. $200 million.
• Unit pricing and exercise terms: purchase price per Pre-Funded Warrant + Common Warrant unit = $0.873120; Pre-Funded Warrant exercise price = $0.0001 per share; Common Warrant exercise price = $0.873220 per share.
• Placement agents: Leerink, Stifel, Guggenheim, William Blair, LifeSci Capital, B. Riley, and Brookline Capital Markets; placement agent fee = 6% of gross proceeds at issuance and on cash exercise of common warrants.
• Royalty exchange: 51,087,000 Series B warrants to be surrendered and cancelled in exchange for a pro rata share of a 5% synthetic royalty; 35,579,667 Series B warrants remain outstanding.
• Corporate actions: preliminary proxy to be filed within 3 days of closing to seek shareholder approval of a reverse split of at least 10:1; closing expected ~Feb. 17, 2026.

Why It Matters

• Funding and runway: the transaction is intended to raise capital to fund Immunic’s clinical trials and operations; ~$200M in gross proceeds (net lower after fees/expenses) could materially affect the company’s near-term cash position and ability to advance programs.
• Dilution and future obligations: the issuance and potential exercise of these warrants would increase the share count (and could dilute existing holders). The common warrants and pre-funded warrants have long exercise windows and substantial aggregate exercise price, meaning future cash inflows depend on exercises; registration rights aim to permit resale by investors.
• Capital structure and future payments: the royalty exchange reduces outstanding Series B warrants (lowering potential warrant dilution) but creates an ongoing obligation—a 5% synthetic royalty payable if and when vidofludimus has first commercial sales—which could affect future cash flows if the program reaches market.
• Governance: the board changes (appointment of Thor Nagel, Simona Skerjanec as Interim Chair, and the resignation of Maria Törnsén) were made in connection with the offering and may reflect investor/strategic interests tied to the transaction.