[SCHEDULE 13G] Immunic, Inc. SEC Filing
Nantahala Capital Management, LLC and two individuals report a 9.99% beneficial interest in Immunic, Inc. The filing shows Nantahala, together with Wilmot B. Harkey and Daniel Mack, may be deemed the beneficial owners of 10,634,565 shares of Immunic common stock, representing 9.99% of the class as of June 30, 2025. The amount reported includes shares that may be acquired within 60 days through exercise of warrants. The Reporting Persons disclose shared voting and dispositive power over these shares and identify BLACKWELL PARTNERS LLC - SERIES A as a fund with the right to receive dividends or sale proceeds for more than 5% of the shares reported. The filing certifies the securities were acquired in the ordinary course of business and not for the purpose of changing or influencing control.
- Clear disclosure of beneficial ownership totaling 10,634,565 shares representing 9.99% of Immunic's common stock
- Inclusion of exercisable warrants in the reported amount clarifies the basis for the percentage calculation
- Identification of related fund (BLACKWELL PARTNERS LLC - SERIES A) that holds rights to dividends/proceeds for >5% of the reported shares
- Certification that the securities were acquired in the ordinary course and not for the purpose of changing control
- None.
Insights
TL;DR: Nantahala reports a near-10% position (10,634,565 shares), including warrants exercisable within 60 days, flagged as held in the ordinary course.
The Schedule 13G indicates a non-control disclosure consistent with passive accumulation rules: Nantahala and two principals each report 9.99% beneficial ownership, all held with shared voting and dispositive power. Inclusion of shares exercisable within 60 days via warrants is material for percentage calculation and could briefly affect float if exercised. The filing names a specific fund (BLACKWELL PARTNERS LLC - SERIES A) that holds rights to dividends/proceeds for >5% of the reported position, which clarifies beneficial interest attribution. Overall, this is a routine, passive disclosure rather than an active governance move.
TL;DR: This is a passive 13G filing showing shared voting/dispositive power and attribution to a fund, with an explicit non-control certification.
The report appropriately classifies the filers as an investment adviser and control persons with shared authority over the reported shares. The statement that the securities were acquired and are held in the ordinary course and not to influence control aligns with Schedule 13G filing conditions. Identification of BLACKWELL PARTNERS LLC - SERIES A as having rights to dividends or proceeds exceeding 5% helps clarify third-party economic interests. No governance changes or activist intent are disclosed.