[SCHEDULE 13G] IMMUNIC, INC. Passive Investment Disclosure (>5%)
IMMUNIC reports 13.35M-share position by Commodore
IMMUNIC, Inc. reports that Commodore Capital entities and two managing partners may be deemed to beneficially own 13,350,121 shares of Common Stock as of 02/17/2026.
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IMMUNIC, Inc. reports that Commodore Capital entities and two managing partners may be deemed to beneficially own 13,350,121 shares of Common Stock as of 02/17/2026.
The holding consists of 11,454,000 shares issuable on exercise of a Pre-Funded Warrant and 1,896,121 shares issuable on exercise of accompanying Common Warrants. A Beneficial Ownership Limitation of 9.99% applies. The filing references 120,284,724 shares outstanding as of 11/11/2025 reported in the issuer's Form 10-Q.
Insights
Filing discloses concentrated, managed voting and disposition rights through Commodore entities.
The Schedule 13G lists an aggregate beneficial ownership of 13,350,121 shares as of 02/17/2026, comprising 11,454,000 pre-funded warrant shares and 1,896,121 common-warrant shares. The statement notes a Beneficial Ownership Limitation of 9.99%.
Control is exercised via shared voting and dispositive power; the filing ties ownership percentages to 120,284,724 shares outstanding as of 11/11/2025. Subsequent filings may clarify exercises or changes in voting power.
Position is largely warrant-based and subject to a 9.99% ownership cap.
The disclosed economic exposure includes 11,454,000 shares from a Pre-Funded Warrant and 1,896,121 shares from Common Warrants; the filing excludes an additional 9,557,879 shares underlying Common Warrants due to the 9.99% cap.
Because ownership percentages reference the issuer's 11/11/2025 outstanding count, actual voting/dilution effects depend on warrant exercises and any changes to the outstanding share base.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IMMUNIC, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
4525EP101
(CUSIP Number)
02/17/2026
(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)
SCHEDULE 13G
CUSIP No.
4525EP101
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
13,350,121.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,350,121.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,350,121.00
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 No.
4525EP101
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
13,350,121.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,350,121.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,350,121.00
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 No.
4525EP101
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
13,350,121.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,350,121.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,350,121.00
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 No.
4525EP101
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
13,350,121.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,350,121.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,350,121.00
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.:
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:
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 February 17, 2026, the Firm may be deemed to beneficially own an aggregate of 13,350,121 shares Common Stock, par value $0.0001 per share (the "Common Stock"), consisting of (i) 11,454,000 shares of Common Stock each Filer has the right to acquire through the exercise of a Pre-Funded Warrant (the "Pre-Funded Warrant") (ii) 1,896,121 shares of Common Stock of accompanying warrants to purchase shares of Common Stock (or pre-funded warrants to purchase shares of Common Stock in lieu thereof) ("the Common Warrants") of Immunic, Inc. (the "Issuer"). The Pre-Funded Warrant and Common Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes 9,557,879 shares of Common Stock underlying the Common 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 120,284,724 Common Stock reported as issued and outstanding as of November 11, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, plus (i) 11,454,000 shares of Common Stock of which the Filers may acquire upon the exercise of the Pre-Funded Warrant and (ii) 1,896,121 shares of Common Stock which the Filers may acquire upon the exercise of the Common 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.
