[8-K] Immunic, Inc. Reports Material Event

Rhea-AI Filing Summary

Immunic (Nasdaq: IMUX) disclosed that it received a Nasdaq bid-price deficiency notice after its shares closed below $1.00 for 30 consecutive trading days, violating Listing Rule 5450(a)(1).

The company has 180 calendar days, until December 24 2025, to regain compliance by posting a closing bid of at least $1.00 for ten consecutive business days. If unsuccessful, Immunic may seek a second grace period or effect a reverse stock split; failure would result in delisting.

The notice does not immediately affect the stock’s listing on the Nasdaq Global Select Market. Management is monitoring the price and evaluating options.

Positive

• None.

Negative

• Nasdaq non-compliance notice received for trading below $1 for 30 consecutive days, exposing Immunic to potential delisting by December 24 2025.
• Potential need for a reverse stock split to regain compliance, which can signal distress and dilute existing shareholders.

Insights

Event Analyst

TL;DR: Nasdaq notice signals real delisting risk if price not lifted within 180 days.

The bid-price deficiency is materially negative because prolonged sub-$1 trading erodes liquidity, restricts institutional ownership and invites index removal. Failure to cure by 24 Dec 2025 would force a market transfer or full delisting, hindering capital-raising for Immunic’s clinical programs. Management’s reference to a reverse split suggests dilution and heightened volatility ahead. Investors should watch volume, upcoming trial catalysts and any financing that could sustainably raise the share price.

Corporate Governance Expert

TL;DR: Board likely to pursue reverse split; governance risk moderate but optics poor.

The board must preserve Nasdaq status while avoiding further value erosion. A reverse split—generally requiring shareholder approval—can meet the rule but often compresses retail ownership and signals distress. If Nasdaq denies a second grace period, loss of Global Select status could diminish analyst coverage and increase execution risk for strategic initiatives. Transparent communication and timely proxy preparation will be critical to maintaining investor confidence.

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2025

IMMUNIC, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36201	56-2358443
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 Avenue of the Americas, Suite 200

New York, NY 10036

USA

(Address of principal executive offices)

Registrant’s telephone number, including area code: (332) 255-9818 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.0001	IMUX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing. 

On June 27, 2025, Immunic, Inc. (the "Company") received a written notification (the “Notice Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that we were not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price for our common stock was below the $1.00 per share requirement for the last 30 consecutive business days. The Notice Letter stated that we have 180 calendar days, or until December 24, 2025 (the “Initial Compliance Period”), to regain compliance with the minimum bid price requirement. If we do not regain compliance by the end of the Initial Compliance Period, we may apply for an additional compliance period as provided for in the Notice Letter. Nasdaq’s determination of whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and a written notice of our intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.

The Notice Letter has no immediate effect on the listing of our common stock on The Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we can regain compliance if the closing bid price of our common stock is at least $1.00 for a minimum of 10 consecutive business days. In the event that we do not regain compliance with Listing Rule 5450(a)(1) prior to the expiration of the Initial Compliance Period (or additional compliance period, if applicable), we will receive written notification that our securities are subject to delisting.

The Company intends to actively monitor the closing bid price of its common stock and is evaluating available options to regain compliance with the minimum bid price requirement. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or that the Company will otherwise remain in compliance with the other listing standards for the Nasdaq Stock Market.

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: June 27, 2025	Immunic, Inc.
	By:	/s/ Daniel Vitt
		Daniel Vitt
		Chief Executive Officer

FAQ

Why did IMUX receive a Nasdaq non-compliance notice?

Its common stock traded below the $1.00 minimum bid price for 30 consecutive business days, violating Listing Rule 5450(a)(1).

What is IMUX's deadline to regain bid-price compliance?

Immunic has until December 24 2025 (180 calendar days from the notice) to satisfy the rule.

Is IMUX being delisted immediately?

No. The notice has no immediate effect; delisting occurs only if compliance is not regained within the allowed period(s).

How can IMUX regain compliance with Nasdaq rules?

The stock must close at or above $1.00 for at least 10 consecutive business days; the company may consider a reverse stock split.

What happens if IMUX fails to cure the deficiency by the deadline?

Nasdaq will issue a delisting notice unless Immunic qualifies for and meets an additional compliance period.

Which Nasdaq rule did IMUX violate?

Nasdaq Listing Rule 5450(a)(1), the minimum $1.00 bid-price requirement.