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Biotechnology Value Group Nears 10% of Immunic via Shares and Warrants

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Biotechnology Value Fund and related entities reported combined beneficial ownership in Immunic, Inc. As of June 30, 2025 the Reporting Persons and a Partners managed account held 8,580,151 pre-funded warrants exercisable for shares and 13,335,000 new pre-funded warrants accompanied by Series A and Series B warrants. After applicable exercise blockers, BVF beneficially owned 6,268,162 shares (approximately 6.4%), BVF2 owned 3,027,105 shares (approximately 3.2%), Trading Fund OS owned 315,231 shares (0.3%) and certain aggregate entities may be deemed to own between 9.5% and 9.99% of outstanding shares. Series A and B warrants have a $0.75 exercise price; Series A expire December 31, 2025, Series B expire five years from issuance and have conditions tied to a $1.25 VWAP target. Multiple vehicles disclaim ownership of others' holdings; exercise is limited by contractual 9.9%/9.99% blockers.

Positive

  • Transparent disclosure of share positions, pre-funded warrants, Series A and B warrants and applicable exercise blockers
  • Clear contractual limits (9.9%/9.99% blockers) that prevent immediate conversion into control-changing positions
  • Defined exercise prices and expirations for Series A ($0.75, expires Dec 31, 2025) and Series B ($0.75, expires five years from issuance)

Negative

  • Substantial contingent share exposure via 13,335,000 New Pre-Funded Warrants plus 13,335,000 Series A and 13,335,000 Series B warrants could create future dilution if blockers lift
  • Aggregate ownership near 10% thresholds (some entities ~9.99%) which may constrain additional acquisitions and trigger disclosure or regulatory considerations
  • Series A expiration soon (Dec 31, 2025) which could prompt exercises or alternative conversions before year-end

Insights

TL;DR: BVF group holds a meaningful minority position with sizeable warrant exposure constrained by contractual blockers.

The filing discloses a layered ownership structure: direct share holdings plus extensive pre-funded and priced warrants. Material points for investors are the 6.4% stake by BVF and the aggregate positions that bring related entities to near-10% ownership thresholds. The presence of 9.9%/9.99% exercise blockers prevents immediate dilution or control shifts but limits liquidity/convertibility timing. Series A expiry on December 31, 2025 and the VWAP-linked Series B conversion terms create potential future share supply depending on market price action.

TL;DR: Complex ownership and blocker mechanics reduce near-term control risk but create contingent future dilution.

The reporting group uses multiple entities and managed accounts, with disclaimers of cross-beneficial ownership typical of pooled investment structures. The New Pre-Funded Warrants and Series A/B structure coupled with contractual blockers mean that while current voting power is limited (approx. 9.99% for some entities), aggregate economic exposure is larger and convertible subject to conditions. From a governance perspective, disclosures are comprehensive, but watchers should note the conditional nature of conversion rights and expiry timelines that could alter ownership concentration by year-end.






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





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



BIOTECHNOLOGY VALUE FUND L P
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
BVF I GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
BIOTECHNOLOGY VALUE FUND II LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
BVF II GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
Biotechnology Value Trading Fund OS LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
BVF Partners OS Ltd.
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
BVF GP HOLDINGS LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
BVF PARTNERS L P/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
BVF INC/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2025
LAMPERT MARK N
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert
Date:08/14/2025

FAQ

What stake does Biotechnology Value Fund report in Immunic (IMUX)?

As of June 30, 2025 BVF beneficially owned 6,268,162 shares (≈6.4%) and related entities collectively may be deemed to beneficially own up to 9.99%.

How many warrants do the Reporting Persons hold and what are the exercise terms?

They hold pre-funded warrants exercisable for 8,580,151 shares and New Pre-Funded Warrants for 13,335,000 shares. Series A and B warrants each cover 13,335,000 shares at an exercise price of $0.75. Series A expire on Dec 31, 2025; Series B expire five years from issuance with VWAP-based early exercise conditions.

What are the exercise blockers mentioned in the filing?

Contractual blockers limit exercises so holders cannot convert warrants if doing so would cause beneficial ownership to exceed 9.9% or 9.99% (Warrants Blocker, New Warrants Blocker, Series A and B Blocker).

Are the Reporting Persons able to exercise all their warrants as of June 30, 2025?

No. As of June 30, 2025 the Warrants Blocker and Series A/B Blocker prevented exercise of all Pre-Funded Warrants and all Series A and B Warrants for the Reporting Persons; the New Warrants Blocker limited exercise to 2,132,206 of the 13,335,000 underlying shares.

What could change the Reporting Persons' ownership percentage?

Lifting of contractual blockers, exercise of pre-funded or priced warrants, or market events that trigger Series B VWAP conditions could increase converted shares and change ownership percentages.
Immunic Inc

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118.99M
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Biotechnology
Pharmaceutical Preparations
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United States
NEW YORK