Immunic, Inc. Announces Proposed Public Offering

Rhea-AI Summary

Immunic (NASDAQ: IMUX), a biotech company focused on developing oral therapies for chronic inflammatory and autoimmune diseases, has announced a new public offering. The offering includes pre-funded warrants to purchase common stock, along with two series of warrants: Series A warrants expiring December 31, 2025, and Series B warrants expiring five years after issuance.

Both Series A and B warrants will expire proportionally if the corresponding pre-funded warrant is exercised before September 30, 2025. Leerink Partners is serving as the sole bookrunner for the offering. The company plans to use the proceeds to fund clinical trials, operations, and general corporate purposes. The offering is being made through a shelf registration statement that became effective on May 31, 2024.

Positive

• Potential to strengthen cash position for funding clinical trials and operations
• Flexible warrant structure providing multiple investment options
• Shelf registration already effective, streamlining the offering process

Negative

• Potential dilution for existing shareholders upon warrant exercise
• Complex warrant structure may create market uncertainty
• No specified amount for the offering, creating uncertainty about dilution extent

Insights

Financial Analyst

Immunic's proposed public offering signals cash needs, likely causing significant shareholder dilution with complex warrant structure.

Immunic's announcement of a proposed public offering indicates the biotech company is seeking to raise additional capital to fund its clinical development programs. The structure of this offering is particularly notable - using a combination of pre-funded warrants, Series A warrants expiring December 2025, and Series B warrants with a 5-year term. This complex structure suggests the company is working to create funding flexibility while potentially minimizing immediate dilution.

The conditional expiration mechanism for the Series A and B warrants - where they expire proportionally if pre-funded warrants are exercised before September 2025 - creates an incentive structure that appears designed to encourage earlier capital infusion. This suggests a strategic approach to managing the timing of their cash needs.

Importantly, the company hasn't specified the size of the offering, indicating some flexibility based on market conditions and investor interest. The sole bookrunner arrangement with Leerink Partners, a healthcare-focused investment bank, aligns with standard practice for biotech financings.

For a clinical-stage biotech company like Immunic, which typically lacks significant revenue while incurring substantial R&D expenses, periodic capital raises are expected. The stated use of proceeds "to fund clinical trials and operations" confirms the offering's purpose is to extend the company's operational runway. The lack of specific program targeting in the use of proceeds suggests a general strengthening of the balance sheet rather than funding a particular new initiative.

This offering will almost certainly result in shareholder dilution, as the warrants will eventually convert to equity. The market's reaction will likely depend on the pricing terms and size of the offering, which have not yet been disclosed.

NEW YORK, May 28, 2025 /PRNewswire/ -- Immunic, Inc. ("Immunic" or the "Company") (Nasdaq: IMUX), a biotechnology company developing a clinical pipeline of orally administered, small molecule therapies for chronic inflammatory and autoimmune diseases, today announced that it has commenced an underwritten public offering of (i) pre-funded warrants to purchase shares of common stock, (ii) Series A warrants to purchase shares of common stock (or pre-funded warrants) expiring on December 31, 2025, (iii) and Series B warrants to purchase shares of common stock (or pre-funded warrants) expiring five years following the issuance date. The Series A and B warrants will immediately expire in proportion to the extent that the corresponding pre-funded warrant offered hereby is exercised on or prior to September 30, 2025, subject to certain exceptions. All of the securities to be sold in the proposed offering will be offered by Immunic. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering.

The Company intends to use the net proceeds received from the proposed offering to fund its clinical trials and operations and for other general corporate purposes.

Leerink Partners is acting as the sole bookrunner for the offering. 

The offering is being made by Immunic pursuant to a shelf registration statement on Form S-3 (File No. 333-275717), as amended, initially filed with the Securities and Exchange Commission (the "SEC") on November 22, 2023, which became effective on May 31, 2024. The offering is being made only by means of a preliminary prospectus supplement and the accompanying base prospectus that form a part of the registration statement. A preliminary prospectus supplement and the accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus, and when available, copies of the final prospectus supplement and the accompanying base prospectus relating to the offering, may be obtained by contacting Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Immunic, Inc.

Immunic, Inc. (Nasdaq: IMUX) is a biotechnology company developing a clinical pipeline of orally administered, small molecule therapies for chronic inflammatory and autoimmune diseases. The Company's lead development program, vidofludimus calcium (IMU-838), is currently in phase 3 clinical trials for the treatment of relapsing multiple sclerosis, for which top-line data is expected to be available end of 2026. It has already shown therapeutic activity in phase 2 clinical trials in patients suffering from relapsing-remitting multiple sclerosis and progressive multiple sclerosis. Vidofludimus calcium combines neuroprotective effects, through its mechanism as a first-in-class nuclear receptor related 1 (Nurr1) activator, with additional anti-inflammatory and anti-viral effects, by selectively inhibiting the enzyme dihydroorotate dehydrogenase (DHODH). IMU-856, which targets the protein Sirtuin 6 (SIRT6), is intended to restore intestinal barrier function and regenerate bowel epithelium, which could potentially be applicable in numerous gastrointestinal diseases, such as celiac disease as well as inflammatory bowel disease, Graft-versus-Host-Disease and weight management. IMU-381, which currently is in preclinical testing, is a next generation molecule being developed to specifically address the needs of gastrointestinal diseases.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position, future revenue, projected expenses, sufficiency of cash and cash runway, expected timing, development and results of clinical trials, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to consummation of the proposed offering as well as the timing and size of the proposed offering, Immunic's development programs and the targeted diseases; the potential for vidofludimus calcium to safely and effectively target diseases; preclinical and clinical data for vidofludimus calcium; the feasibility of advancing vidofludimus calcium to a confirmatory phase 3 clinical trial in progressive multiple sclerosis; 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; and the development and commercial potential of any product candidates of the Company. Immunic may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and involve substantial risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, increasing inflation, tariffs and macroeconomics trends, impacts of the Ukraine – Russia conflict and the conflict in the Middle East on planned and ongoing clinical trials, risks and uncertainties associated with the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient financial and other resources to meet business objectives and operational requirements, the fact that the results of earlier preclinical studies and clinical trials may not be predictive of future clinical trial results, any changes to the size of the target markets for the Company's products or product candidates, the protection and market exclusivity provided by Immunic's intellectual property, risks related to the drug development and the regulatory approval process and the impact of competitive products and technological changes, the Company's ability to close the proposed public offering, and the risk that warrants issued in this offering will not be exercised for cash in the future. A further list and descriptions of these risks, uncertainties and other factors can be found in the section captioned "Risk Factors," in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025, and in the Company's subsequent filings with the SEC. Copies of these filings are available online at www.sec.gov or ir.imux.com/sec-filings. Any forward-looking statement made in this release speaks only as of the date of this release. Immunic disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made. Immunic expressly disclaims all liability in respect to actions taken or not taken based on any or all of the contents of this press release.

Contact Information

Immunic, Inc.
Jessica Breu
Vice President Investor Relations and Communications
+49 89 2080 477 09
jessica.breu@imux.com

US IR Contact
Rx Communications Group
Paula Schwartz
+1 917 633 7790
immunic@rxir.com

US Media Contact
KCSA Strategic Communications
Caitlin Kasunich
+1 212 896 1241
ckasunich@kcsa.com

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SOURCE Immunic, Inc.

FAQ

What is the purpose of IMUX's public offering announced on May 28, 2025?

Immunic's public offering aims to raise funds for clinical trials, operations, and general corporate purposes through the issuance of pre-funded warrants and two series of warrants to purchase common stock.

What types of warrants is Immunic (IMUX) offering in its May 2025 public offering?

Immunic is offering three types of warrants: pre-funded warrants to purchase common stock, Series A warrants expiring December 31, 2025, and Series B warrants expiring five years after issuance.

When do IMUX's Series A and Series B warrants expire?

Series A warrants expire on December 31, 2025, while Series B warrants expire five years after issuance. Both series will expire proportionally if pre-funded warrants are exercised before September 30, 2025.

Who is the bookrunner for Immunic's 2025 public offering?

Leerink Partners is acting as the sole bookrunner for Immunic's public offering.

How will Immunic (IMUX) use the proceeds from its May 2025 offering?

Immunic plans to use the net proceeds to fund its clinical trials, operations, and other general corporate purposes.