STOCK TITAN

Shareholders back Immunic (NASDAQ: IMUX) 1-for-10 reverse stock split move

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Immunic, Inc. reported that stockholders approved a proposal authorizing its board to implement a reverse stock split of common stock at a ratio between 1-for-10 and 1-for-30. Of 130,464,825 shares outstanding on the record date, 70,622,667 shares, or about 54.1%, were represented at the special meeting.

Stockholders supported the proposal with 57,404,749 votes for, 12,594,555 against, and 623,363 abstentions. Following this approval, the board chose a 1-for-10 reverse stock split, expected to become effective at 12:01 a.m. Eastern Time on April 27, 2026, with the post-split shares trading on the Nasdaq Capital Market under the IMUX symbol.

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Insights

Immunic shareholders approved, and the board set, a 1-for-10 reverse split to adjust the share count.

The company obtained stockholder authorization to conduct a reverse stock split within a 1-for-10 to 1-for-30 range and then selected a 1-for-10 ratio. This consolidates existing shares into fewer, higher-priced shares without changing overall ownership stakes.

The reverse split is expected to take effect at 12:01 a.m. Eastern Time on April 27, 2026, with the post-split stock continuing to trade on the Nasdaq Capital Market under the IMUX symbol. The filing notes typical forward-looking risks, including market conditions and the company’s cash needs, which could influence outcomes.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Shares outstanding on record date 130,464,825 shares Common stock outstanding as of the record date for the special meeting
Shares represented at meeting 70,622,667 shares Approximately 54.1% of outstanding shares present or by proxy at special meeting
Votes for proposal 57,404,749 votes Votes in favor of reverse stock split authorization proposal
Votes against proposal 12,594,555 votes Votes against reverse stock split authorization proposal
Abstentions 623,363 votes Abstentions on reverse stock split authorization proposal
Reverse split ratio 1-for-10 Board-approved ratio for reverse stock split of common stock
Reverse split effective time 12:01 a.m. Eastern Time on April 27, 2026 Expected effectiveness of reverse stock split
New CUSIP 4525EP200 CUSIP identifier for Immunic common stock after reverse stock split
Special Meeting of Stockholders financial
"On April 14, 2026, Immunic, Inc. ... held a Special Meeting of Stockholders"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
Reverse Stock Split financial
"to effect a reverse stock split ... at a ratio in the range of 1-for-10 to 1-for-30"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Nasdaq Capital Market financial
"New Common Stock will begin trading on the Nasdaq Capital Market on the post-split basis"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Proxy Statement regulatory
"described in more detail in the Company’s Definitive Proxy Statement filed ... on March 2, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
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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): April 14, 2026

_____________________

 

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
(Address of Principal Executive Offices)   (Zip Code)
     

 

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 each exchange on which registered
Common stock, $0.0001 par value per share   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 (§ 240.12b-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 5.07 Submission of Matters to a Vote of Security Holders.

 

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 voted on one proposal, which is described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 2, 2026 (the “Proxy Statement”). Of the 130,464,825 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding as of the record date, 70,622,667 shares, or approximately 54.1%, were present or represented by proxy at the Special Meeting. The following is a brief description of the matter voted upon, and the certified results, including the number of votes cast for and against the matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to the matter, if applicable. The description of the matter voted upon is qualified in its entirety by reference to the respective description of such matter in the Proxy Statement.

 

Proposal 1. A proposal to authorize the board of directors of the Company (the “Board”), in its discretion but prior to the one-year anniversary of the date on which the proposal is approved by the Company’s stockholders at the Special Meeting, to amend the Company’s certificate of incorporation, as amended and restated (the “Charter”), to effect a reverse stock split (the “Reverse Stock Split”) of all of the outstanding shares of the Common Stock, at a ratio in the range of 1-for-10 to 1-for-30, with such ratio to be determined by the Board. The voting results were as follows:

 

Votes For   Votes Against   Abstentions
57,404,749   12,594,555   623,363

 

Item 8.01 Other Events.

 

In connection with the result of the Special Meeting, the Board approved a reverse stock split of the Company’s issued and outstanding Common Stock, at a ratio of 1-for-10 shares, expected to effective at 12:01 a.m. Eastern Time on April 27, 2026 (the “Reverse Stock Split” and the shares of Common Stock following 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 the post-split basis under the Company’s existing trading symbol, “IMUX,” when the market opens on April 27, 2026. The new CUSIP identifier for the New Common Stock will be 4525EP200.

 

Forward Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the timing of the Reverse Stock Split and the time at which the New Common Stock will begin trading on the Nasdaq Capital Market. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks associated with market conditions; risks associated with the Company’s cash needs; and risks and uncertainties associated with the Company’s business and finances in general; and other risks and uncertainties set forth from time to time in the Company’s filings with the Commission. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.

 

 

 

 

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 14, 2026 By: /s/ Daniel Vitt
      Daniel Vitt
Chief Executive Officer

 

 

 

 

FAQ

What did Immunic (IMUX) stockholders approve at the April 2026 special meeting?

Stockholders approved a proposal authorizing the board to implement a reverse stock split of Immunic’s common stock in a range of 1-for-10 to 1-for-30. This authorization lets the board choose the exact ratio and timing within that range, which they subsequently set at 1-for-10.

What reverse stock split ratio did Immunic (IMUX) ultimately choose?

The board approved a 1-for-10 reverse stock split of Immunic’s issued and outstanding common stock. Every ten existing shares will be combined into one new share, leaving total ownership percentages unchanged while reducing the number of shares outstanding and increasing the per-share price proportionally.

When will Immunic’s 1-for-10 reverse stock split become effective?

The 1-for-10 reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on April 27, 2026. After this time, the company’s common stock will trade on a post-split basis, reflecting the new share count and split-adjusted price on the Nasdaq Capital Market.

How many Immunic (IMUX) shares voted on the reverse split proposal?

Of 130,464,825 Immunic common shares outstanding on the record date, 70,622,667 shares, or about 54.1%, were present or represented by proxy. The proposal received 57,404,749 votes for, 12,594,555 against, and 623,363 abstentions at the special stockholder meeting.

Will Immunic’s ticker or exchange change after the reverse stock split?

Immunic’s common stock is expected to continue trading on the Nasdaq Capital Market under the existing ticker symbol IMUX after the reverse split. Only the share count and per-share price will adjust. The filing also notes a new CUSIP identifier, 4525EP200, for the post-split shares.

What risks does Immunic highlight regarding the reverse stock split timing?

Immunic notes that forward-looking statements about the reverse stock split’s timing may differ from actual results. It cites risks related to market conditions, the company’s cash needs, and broader business and financial uncertainties described in its Commission filings as potential factors affecting outcomes.

Filing Exhibits & Attachments

3 documents