Adage Reports 9.99% Stake in Immunic (IMUX) — 10.48M Shares

Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports beneficial ownership of 10,479,337 shares of Immunic, Inc. (IMUX), representing 9.99% of the outstanding common stock.

Rhea-AI Filing Summary

Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports beneficial ownership of 10,479,337 shares of Immunic, Inc. (IMUX), representing 9.99% of the outstanding common stock. The filing states this total includes 9,080,737 shares issuable upon exercise of warrants and that the percentage is calculated on an aggregate base of 95,817,536 shares outstanding as reported in the company prospectus.

The reporting persons disclose no sole voting or dispositive power and instead report shared voting and shared dispositive power for the reported shares. The filing also certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• Beneficial ownership of 10,479,337 shares representing 9.99% of the class as reported.
• Includes 9,080,737 shares issuable upon exercise of warrants, disclosed transparently in the filing.
• Reporting architecture clearly identified (Adage Capital Management, L.P., Robert Atchinson, Phillip Gross).

Negative

• No sole voting or dispositive power reported; all authority is listed as shared.
• Position is 9.99%, which is just below the 10% mark used as a regulatory threshold in many contexts.
• Reported stake relies heavily on warrants, which affects actual current ownership and potential dilution dynamics.

Insights

Financial Analyst

TL;DR: Adage reports a sizeable 9.99% economic stake in Immunic, largely driven by warrant exercise, with only shared voting power.

The filing discloses a 10,479,337-share position representing 9.99% of the class based on an outstanding-share base of 95,817,536 and explicitly includes 9,080,737 shares issuable upon exercise of warrants held by Adage structures. Because the reported position is comprised primarily of warrant-derived shares and is reported as shared voting/dispositive power with 0 sole power, this is material from a disclosure perspective but does not signal unilateral control. Investors should note the stake size and warrant exposure when assessing potential dilution and influence.

Corporate Governance Expert

TL;DR: The disclosure shows significant economic exposure but no sole control; governance influence appears shared.

The filing names Adage Capital Management, L.P., Robert Atchinson and Phillip Gross as reporting persons and documents that all voting and dispositive authority over the 10,479,337 shares is shared rather than sole. The inclusion of 9,080,737 warrant-issuable shares in the reported total is explicitly noted and the ownership percentage is calculated assuming exercise. From a governance standpoint, the position is meaningful but the absence of sole voting power indicates limited unilateral governance control based on the disclosed facts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Adage Capital report in Immunic (IMUX)?

10,479,337 shares reported, equal to 9.99% of the outstanding common stock (per the filing).

How many of the reported shares are from warrants?

9,080,737 shares are stated as issuable upon exercise of warrants and are included in the reported total.

Does Adage have sole voting or dispositive control over the reported IMUX shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power and instead reports shared voting and shared dispositive power.

On what outstanding-share base is the percentage calculated?

The filing calculates the percentage based on an aggregate of 95,817,536 shares outstanding (as stated in the company prospectus) and assumes exercise of the reported warrants.

Who are the reporting persons named in the Schedule 13G/A for IMUX?

The reporting persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross, as detailed in the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2025 - 09:05 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Immunic, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

4525EP101

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 4525EP101

1

Names of Reporting Persons

Adage Capital Management, L.P.

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 10,479,337.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,479,337.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,479,337.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: Includes 9,080,737 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.

SCHEDULE 13G

CUSIP No. 4525EP101

1

Names of Reporting Persons

Robert Atchinson

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 10,479,337.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,479,337.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,479,337.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 9,080,737 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.

SCHEDULE 13G

CUSIP No. 4525EP101

1

Names of Reporting Persons

Phillip Gross

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 10,479,337.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,479,337.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,479,337.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 9,080,737 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.

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, NY 10036
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, $0.0001 par value per share ("Common Stock") of Immunic, Inc., a Delaware corporation (the "Company") and shares of Common Stock issuable upon exercise of warrants directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock and shares of Common Stock issuable upon exercise of warrants directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock and shares of Common Stock issuable upon exercise of warrants directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Common stock, par value $0.0001 per share
(e)	CUSIP No.: 4525EP101
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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 95,817,536 shares of Common Stock outstanding as of May 14, 2025, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on May 30, 2025, and assumes the exercise of the reported warrants held by ACP.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a).
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 acquired and are held in the ordinary course of business and 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.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
Date:	08/12/2025

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	08/12/2025

Phillip Gross

Signature:	Signature: /s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	08/12/2025