1-for-10 Immunic (NASDAQ: IMUX) reverse split sharply cuts share count
Rhea-AI Filing Summary
Immunic, Inc. is implementing a 1-for-10 reverse stock split of its common stock, effective as of 12:01 a.m. Eastern Time on April 27, 2026. Every 10 existing shares will be combined into 1 new share, reducing issued and outstanding shares from approximately 136 million to approximately 13.6 million, without changing the number of authorized shares or par value.
The split is intended primarily to allow Immunic to meet contractual obligations under a securities purchase agreement dated February 12, 2026. All stock options, warrants, restricted stock units and similar securities will be proportionally adjusted in share number and exercise price. No fractional shares will be issued; instead, the transfer agent will aggregate fractional interests, sell the resulting whole shares on the open market and distribute each stockholder’s cash share of the proceeds. Trading on the Nasdaq Capital Market under the symbol IMUX will continue, using a new CUSIP number 4525EP200 for the split-adjusted stock starting April 27, 2026.
Positive
- None.
Negative
- None.
Insights
Immunic’s 1-for-10 reverse split is a structural change to meet contract terms without altering ownership percentages.
Immunic is executing a 1-for-10 reverse stock split, shrinking issued and outstanding shares from approximately 136 million to approximately 13.6 million while keeping authorized shares and par value unchanged. The stated purpose is to meet obligations under a February 12, 2026 securities purchase agreement.
The split affects all holders uniformly, so each investor’s proportional ownership remains the same, aside from minor cash-in-lieu adjustments for fractional shares. All options, warrants and restricted stock units are being adjusted so that their economic value tracks the new share structure, with exercise prices and share counts scaled by the same factor.
Mechanically, the split takes effect at 12:01 a.m. on April 27, 2026, with trading on the Nasdaq Capital Market continuing under the IMUX symbol and a new CUSIP 4525EP200. Subsequent company filings may clarify how the revised share count interacts with the securities purchase agreement and any related covenants.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
securities purchase agreement financial
restricted stock units financial
phase 3 clinical trials medical
dihydroorotate dehydrogenase (DHODH) medical
Nurr1 activator medical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
___________________
(Exact name of Registrant as Specified in Its Charter)
___________________
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: |
___________________
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| The |
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 (§ 240.12b-2 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. ☐
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 14, 2026, Immunic, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting). At the Special Meeting, the Company’s stockholders approved a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) at a ratio in the range of 1-for-10 to 1-for-30, with such ratio (the “Reverse Stock Split”) to be determined by the Board. The specific 1-for-10 ratio was subsequently determined by the Board.
On April 22, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to amend the Company’s certificate of incorporation, as amended and restated (the “Charter”), with the Secretary of State of the State of Delaware to effect the Reverse Stock Split at a 1-for-10 ratio (the Common Stock after giving effect to the Reverse Stock Split, the “New Common Stock”).
The Company expects that the New Common Stock will begin trading on the Nasdaq Capital Market on a post-split basis under the Company’s existing trading symbol, “IMUX,” when the market opens on April 27, 2026. The CUSIP identifier for the New Common Stock will be 4525EP200.
As a result of the effectiveness of the Reverse Stock Split, every (10) shares Common Stock will be automatically combined, converted and changed into one (1) share of New Common Stock, without any change in the number of authorized shares or the par value per share. The Reverse Stock Split will reduce the number of shares issued and outstanding from approximately 136 million shares of Common Stock to approximately 13.6 million shares of New Common Stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of Common Stock.
No fractional shares will be issued in connection with the Reverse Stock Split. In lieu thereof, the Company’s transfer agent shall aggregate all fractional shares of Common Stock that would otherwise have been issued as a result of the Reverse Stock Split into whole shares of New Common Stock and shall arrange for the sale of such whole shares on the open market at then-prevailing prices. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by the reverse stock split ratio shall be entitled to receive, in lieu thereof, a cash payment equal to such holder’s allocable share of the total proceeds of such sales, without interest, and such cash payment shall be made as soon as practicable following the effective time of the Reverse Stock Split.
Insofar as the foregoing constitutes a summary of the Certificate of Amendment, it does not purport to be complete and is qualified in its entirety by reference to the full text of Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On April 23, 2026, the Company issued a press release to announce the effective date for the Reverse Stock Split. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation, as amended and restated, dated April 22, 2026. |
| 99.1 | Press Release dated April 23, 2026. |
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| Immunic, Inc. | |||
| Date: | April 23, 2026 | By: | /s/ Daniel Vitt |
| Daniel Vitt Chief Executive Officer |
Immunic, Inc. Announces 1-for-10 Reverse Stock Split
NEW YORK, April 23, 2026 – Immunic, Inc. (Nasdaq: IMUX), a late-stage biotechnology company pioneering the development of novel oral therapies for neurologic diseases (the “Company” or “Immunic”), today announced that it will effect a reverse stock split of its outstanding shares of common stock, effective as of 12:01 a.m. Eastern Time on April 27, 2026.
Immunic’s common stock will continue to be traded on the Nasdaq Capital Market under the symbol “IMUX” and will begin trading on a reverse stock split-adjusted basis at the opening of the Nasdaq Capital Market on April 27, 2026. The new CUSIP number for the split-adjusted common stock will be 4525EP200.
At the Company's special meeting of stockholders on April 14, 2026, the stockholders approved a proposal to amend the Company's certificate of incorporation to effect a reverse split of the Company's outstanding common stock at a ratio in the range of 1-for-10 to 1-for-30, with such final ratio to be determined at the discretion of the Board of Directors (the “Board”). The specific 1-for-10 ratio was subsequently determined by the Board. The reverse stock split is primarily intended to allow Immunic to meet its contractual obligations under the securities purchase agreement entered into between the Company and certain institutional and accredited investors on February 12, 2026.
Immunic has filed an amendment to its certificate of incorporation, which was accepted for filing by the Department of State of Delaware on April 22, 2026. Upon the effectiveness of the reverse stock split at 12:01 a.m. on April 27, 2026, every ten shares of issued and outstanding common stock will automatically be combined and converted into one issued and outstanding share of common stock. No fractional shares will be issued in connection with the reverse stock split. In lieu thereof, the Company’s transfer agent shall aggregate all fractional shares of common stock that would otherwise have been issued as a result of the reverse stock split into whole shares of common stock and shall arrange for the sale of such whole shares on the open market at then-prevailing prices. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of shares of common stock not evenly divisible by the reverse stock split ratio shall be entitled to receive, in lieu thereof, a cash payment equal to such holder’s allocable share of the total proceeds of such sales, without interest, and such cash payment shall be made as soon as practicable following the effective time of the reverse stock split. The reverse stock split will reduce the number of issued and outstanding shares of Immunic’s common stock from approximately 136 million to approximately 13.6 million.
The reverse stock split will not reduce the number of authorized shares of common stock or change the par value of the common stock. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of Immunic’s shares of common stock (except to the extent that the reverse stock split would result in some of the stockholders receiving cash in lieu of fractional shares). The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. All outstanding stock options, warrants, restricted stock units, and similar securities entitling their holders to receive or purchase shares of common stock will be proportionally adjusted as a result of the reverse stock split, both in terms of their exercise prices or other stock price thresholds and as well as to the number of underlying shares, as required by the terms of each security.
Detailed information about the reverse stock split can be found in the definitive proxy statement filed with the Securities and Exchange Commission on March 2, 2026, a copy of which is available on the Company’s website under the Investor Relations page.
About Immunic, Inc.
Immunic, Inc. (Nasdaq: IMUX) is a late-stage biotechnology company pioneering the development of novel oral therapies for neurologic 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 by the end of 2026. It has already shown therapeutic activity in phase 2 clinical trials in relapsing-remitting multiple sclerosis, progressive multiple sclerosis and other diseases. 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). The company’s development pipeline also includes earlier-stage programs, including IMU-856 and IMU-381, aimed at building a broader therapeutics platform addressing neurodegenerative, chronic inflammatory, and autoimmune-related diseases. For further information, please visit: www.imux.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made herein that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “to be,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of such statements include, but are not limited to, statements relating to the timing and consummation of the Company’s reverse stock split. 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, and the ability to raise sufficient capital to continue as a going concern, 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. 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, 2025, filed with the SEC on February 26, 2026, 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