[SCHEDULE 13G/A] IMMUNIC, INC. Amended Passive Investment Disclosure
Immunic investor reports 9.9% stake via warrants
Immunic, Inc. had a Schedule 13G/A filed by Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz, reporting beneficial ownership of 1,511,821 shares of Immunic common stock.
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Immunic, Inc. had a Schedule 13G/A filed by Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz, reporting beneficial ownership of 1,511,821 shares of Immunic common stock. As of June 30, 2026, this position represents 9.9% of the common stock, including securities issuable under warrants.
The position consists of 1,145,400 shares issuable upon exercise of a Pre-Funded Warrant and 366,421 shares underlying Tranche 1 Warrants. Both instruments are subject to a 9.99% Beneficial Ownership Limitation, and an additional 778,979 Tranche 1 Warrant shares are excluded due to that cap. Ownership percentages use 13,621,526 shares outstanding as of April 30, 2026 as the baseline.
Key Figures
Beneficially owned shares:1,511,821 sharesPercent of class:9.9%Shares outstanding baseline:13,621,526 shares+4 more
7 metrics
Beneficially owned shares1,511,821 sharesAggregate Immunic common stock beneficially owned as of June 30, 2026
Percent of class9.9%Ownership percentage of Immunic common stock reported by each filer
Shares outstanding baseline13,621,526 sharesImmunic common stock issued and outstanding as of April 30, 2026
Pre-Funded Warrant shares1,145,400 sharesShares of Immunic common stock issuable upon exercise of Pre-Funded Warrant
Tranche 1 Warrant shares included366,421 sharesShares of Immunic common stock underlying reported Tranche 1 Warrants
Tranche 1 Warrant shares excluded778,979 sharesAdditional Tranche 1 Warrant shares excluded due to Beneficial Ownership Limitation
Beneficial Ownership Limitation9.99%Cap applying to exercises of the Pre-Funded Warrant and Tranche 1 Warrants
"1,145,400 shares of Common Stock each Filer has the right to acquire through the exercise of a Pre-Funded Warrant"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Tranche 1 Warrantsfinancial
"Tranche 1 Warrants to purchase up to 366,421 shares of Common Stock"
Beneficial Ownership Limitationfinancial
"The Pre-Funded Warrant and Tranche 1 Warrants are subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
beneficially ownfinancial
"the Firm may be deemed to beneficially own an aggregate of 1,511,821 shares of Common Stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
investment managerfinancial
"The Firm is the investment manager to Commodore Master"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Immunic, Inc. (IMUX) does Commodore Capital report in this Schedule 13G/A?
Commodore Capital and related filers report beneficial ownership of 1,511,821 shares of Immunic common stock, representing 9.9% of the class, based on shares outstanding and warrant shares included under the filing’s methodology.
How is Commodore Capital’s 9.9% ownership of IMUX calculated?
The 9.9% stake is based on 13,621,526 Immunic shares outstanding as of April 30, 2026, plus 1,145,400 shares from a Pre-Funded Warrant and 366,421 Tranche 1 Warrant shares that the filers may acquire.
What Immunic (IMUX) securities underlie Commodore Capital’s reported position?
The reported 1,511,821-share position includes 1,145,400 shares issuable on exercise of a Pre-Funded Warrant and 366,421 shares underlying Tranche 1 Warrants, all subject to a 9.99% Beneficial Ownership Limitation.
What is the Beneficial Ownership Limitation affecting Commodore Capital’s IMUX warrants?
Both the Pre-Funded Warrant and Tranche 1 Warrants are capped by a 9.99% Beneficial Ownership Limitation, which also causes 778,979 additional Tranche 1 Warrant shares to be excluded from the reported beneficial ownership.
Who are the filers on the Immunic (IMUX) Schedule 13G/A and what are their roles?
The filers are Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz. Commodore Capital LP is investment manager to Commodore Capital Master LP, and Atkinson and Kramarz are managing partners exercising investment discretion.
What voting and dispositive power does Commodore Capital report over IMUX shares?
Each filer reports 0 sole voting and dispositive power and 1,511,821 shares of shared voting and shared dispositive power, reflecting coordinated control over the reported Immunic securities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
IMMUNIC, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
4525EP200
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
4525EP200
1
Names of Reporting Persons
Commodore Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,511,821.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,511,821.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,821.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
4525EP200
1
Names of Reporting Persons
Commodore Capital Master LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,511,821.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,511,821.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,821.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
4525EP200
1
Names of Reporting Persons
Robert Egen Atkinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,511,821.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,511,821.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,821.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
4525EP200
1
Names of Reporting Persons
Michael Kramarz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,511,821.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,511,821.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,511,821.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
IMMUNIC, INC.
(b)
Address of issuer's principal executive offices:
1200 Avenue of the Americas, Suite 200, New York, NEW YORK, 10036.
Item 2.
(a)
Name of person filing:
Commodore Capital LP
Commodore Capital Master LP
Robert Egen Atkinson
Michael Kramarz
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP No.:
4525EP200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of June 30, 2026, the Firm may be deemed to beneficially own an aggregate of 1,511,821 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), consisting of (i) 1,145,400 shares of Common Stock each Filer has the right to acquire through the exercise of a Pre-Funded Warrant (the "Pre-Funded Warrant") and (ii) Tranche 1 Warrants to purchase up to 366,421 shares of Common Stock (the "Tranche 1 Warrants"), of Immunic, Inc. (the "Issuer"). The Pre-Funded Warrant and Tranche 1 Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes 778,979 shares of Tranche 1 Warrants, which is subject to the Beneficial Ownership Limitation. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 13,621,526 Common Stock reported as issued and outstanding as of April 30, 2026 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026, plus (i) 1,145,400 shares of Common Stock of which the Filers may acquire upon the exercise of the Pre-Funded Warrant and (ii) 366,421 shares of Tranche 1 Warrants.
(b)
Percent of class:
See item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
