Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36201

Immunic, Inc.

(Exact name of registrant as specified in its charter)


Delaware		56-2358443
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1200 Avenue of the Americas
Suite 200
New York,	NY	10036
(Address of principal executive offices)		(Zip Code)

(332) 255-9818

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	IMUX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On October 31, 2024, 90,079,016 shares of common stock, $0.0001 par value, were outstanding.

IMMUNIC, INC.

INDEX


		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	39
Item 6.	Exhibits	39

IMMUNIC, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)


	September 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	59,071	$	46,674
Other current assets and prepaid expenses	4,195		5,860
Total current assets	63,266		52,534
Property and equipment, net	618		466
Right-of-use assets, net	878		1,299
Total assets	$	64,762	$	54,299
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	6,042	$	5,099
Accrued expenses	16,245		18,664
Other current liabilities	1,070		966
Total current liabilities	23,357		24,729
Long term liabilities
Operating lease liabilities	186		639
Total long-term liabilities	186		639
Total liabilities	23,543		25,368
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 20,000,000 authorized and no shares issued or outstanding as of September 30, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value; 500,000,000 and 130,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively, and 90,079,016 and 45,177,730 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	8		4
Additional paid-in capital	523,549		436,060
Accumulated other comprehensive income	3,886		3,759
Accumulated deficit	(486,224)		(410,892)
Total stockholders’ equity	41,219		28,931
Total liabilities and stockholders’ equity	$	64,762	$	54,299

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IMMUNIC, INC.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,			Nine Months Ended September 30,
		2024		2023		2024		2023
Operating expenses:
Research and development		$	21,370	$	19,796	$	58,429	$	63,931
General and administrative		4,356		3,774		13,992		11,911
Total operating expenses		25,726		23,570		72,421		75,842
Loss from operations		(25,726)		(23,570)		(72,421)		(75,842)
Other income (expense):
Interest income		776		766		2,961		2,534
Change in fair value of the tranche rights		—		—		(4,796)		—
Other income (expense), net		582		35		(1,076)		1,268
Total other income (expense)		1,358		801		(2,911)		3,802
Net loss		$	(24,368)	$	(22,769)	$	(75,332)	$	(72,040)

Net loss per share, basic and diluted		$	(0.24)	$	(0.51)	$	(0.75)	$	(1.63)

Weighted-average common shares outstanding, basic and diluted		101,272,580		44,574,377		99,998,245		44,227,264

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IMMUNIC, INC.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)


	Three Months Ended September 30,			Nine Months Ended September 30,
		2024		2023		2024		2023
Net loss		$	(24,368)	$	(22,769)	$	(75,332)	(72,040)
Other comprehensive income (loss):
Foreign currency translation		104		(77)		127		870

Total comprehensive loss		$	(24,264)	$	(22,846)	$	(75,205)	$	(71,170)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IMMUNIC, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


Nine Months Ended September 30, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2024	45,177,730	$	4	$	436,060	$	3,759	$	(410,892)	$	28,931
Net loss	—	—		—		—		(29,584)		(29,584)
Stock-based compensation	—	—		2,750		—		—		2,750
Foreign exchange translation adjustment	—	—		—		528		—		528
Issuance of common stock and pre-funded warrants - January 2024 Financing, net of issuance costs of $4,037	44,751,286	4		52,360		—		—		52,364
Conversion of tranche rights liability to equity	—	—		28,396		—		—		28,396
Issuance of common stock - At The Market Sales Agreement net of issuance costs of $6	150,000	—		191		—		—		191
Balance at March 31, 2024	90,079,016	$	8	$	519,757	$	4,287	$	(440,476)	$	83,576
Net loss	—	—		—		—		(21,380)		(21,380)
Stock-based compensation	—	—		1,882		—		—		1,882
Foreign exchange translation adjustment	—	—		—		(505)		—		(505)
Balance at June 30, 2024	90,079,016	$	8	$	521,639	$	3,782	$	(461,856)	$	63,573
Net loss	—	—		—		—		(24,368)		(24,368)
Stock-based compensation	—	—		1,910		—		—		1,910
Foreign exchange translation adjustment	—	—		—		104		—		104
Balance at September 30, 2024	90,079,016	$	8	$	523,549	$	3,886	$	(486,224)	$	41,219


Nine Months Ended September 30, 2023
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2023	39,307,286	$	4	$	427,925	$	3,035	$	(317,280)	$	113,684
Net loss	—	—		—		—		(25,272)		(25,272)
Stock-based compensation	—	—		1,979		—		—		1,979
Foreign exchange translation adjustment	—	—		—		776		—		776
Shares issued from exercise of pre-funded warrants	5,096,552	—		51		—		—		51
Balance at March 31, 2023	44,403,838	$	4	$	429,955	$	3,811	$	(342,552)	$	91,218
Net loss	—	—		—		—		(23,999)		(23,999)
Stock-based compensation	—	—		1,798		—		—		1,798
Foreign exchange translation adjustment	—	—		—		171		—		171
Shares issued in connection with the Company's Employee Stock Purchase Plan	84,533	—		96		—		—		96
Balance at June 30, 2023	44,488,371	$	4	$	431,849	$	3,982	$	(366,551)	$	69,284
Net loss	—	—		—		—		(22,769)		(22,769)
Stock-based compensation	—	—		1,687		—		—		1,687
Issuance of common stock - At The Market Sales Agreement net of issuance costs of $9	107,012	—		282		—		—		282
Foreign exchange translation adjustment	—	—		—		(77)		—		(77)
Balance at September 30, 2023	44,595,383	$	4	$	433,818	$	3,905	$	(389,320)	$	48,407

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IMMUNIC, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(75,332)	$	(72,040)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	99		88
Unrealized foreign currency (gain) loss	(91)		712

Stock-based compensation	6,542		5,464
Change in fair value of tranche rights	4,796		—
Fees expensed as part of January 2024 Financing	1,690		—
Changes in operating assets and liabilities:
Other current assets and prepaid expenses	1,460		3,881
Accounts payable	871		(951)
Accrued expenses	(1,900)		5,961
Other liabilities	62		84
Net cash used in operating activities	(61,803)		(56,801)
Cash flows from investing activities:



Purchases of property and equipment	(261)		(169)
Sale of investments - Other	—		9,796
Net cash provided by (used in) investing activities	(261)		9,627
Cash flows from financing activities:

Proceeds from public offering of common stock through At The Market Sales Agreement, net	191		282
Proceeds from January 2024 Financing, net of issuance costs	74,273		—
Proceeds from the exercise of pre-funded warrants	—		51
Proceeds from shares issued in connection with the Company's Employee Stock Purchase Plan	—		96

Net cash provided by financing activities	74,464		429
Effect of exchange rate changes on cash and cash equivalents	(3)		(311)
Net change in cash and cash equivalents	12,397		(47,056)
Cash and cash equivalents, beginning of period	46,674		106,745
Cash and cash equivalents, end of period	$	59,071	$	59,689


Supplemental disclosure of noncash investing and financing activities:
Conversion of tranche rights liability to equity upon increase in authorized shares	$	28,396	$	—
Operating lease right-of use asset obtained in exchange for lease obligation	$	—	$	544

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

IMMUNIC, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business and Basis of Financial Statements

Description of Business

Immunic, Inc. ("Immunic" or the "Company") is a biotechnology company developing a clinical pipeline of selective oral immunology therapies focused on treating chronic inflammatory and autoimmune diseases. The Company is headquartered in New York City with its main operations in Gräfelfing near Munich, Germany. The Company had approximately 85 employees as of November 1, 2024.

The Company is pursuing clinical development of orally administered, small molecule programs, each of which has unique features intended to directly address the unmet needs of patients with serious chronic inflammatory and autoimmune diseases. These include the vidofludimus calcium (IMU-838) program, which is in Phase 3 and Phase 2 clinical development for patients with relapsing and progressive multiple sclerosis (“MS”), respectively, and which has shown therapeutic activity in Phase 2 clinical trials in patients suffering from relapsing-remitting MS, progressive MS and moderate-to-severe ulcerative colitis (“UC”); the IMU-856 program, which is targeted to regenerate bowel epithelium and restore intestinal barrier function, which could potentially be applicable in numerous gastrointestinal diseases, such as celiac disease, inflammatory bowel disease and Graft-versus-Host-Disease ("GvHD"); and the IMU-381 program, which is a next generation molecule being developed to specifically address the needs of gastrointestinal diseases.

The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including the failure of its clinical trials to meet their endpoints, failure to obtain regulatory approval and needing additional funding to complete the development and commercialization of the Company's three development programs.

Liquidity and Financial Condition

Immunic has no products approved for commercial sale and has not generated any revenue from product sales. It has never been profitable and has incurred operating losses in each year since inception in 2016. The Company has an accumulated deficit of approximately $486.2 million as of September 30, 2024 and $410.9 million as of December 31, 2023. Substantially all of Immunic's operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations.

Immunic expects to incur significant expenses and increasing operating losses for the foreseeable future as it initiates and continues the development of its product candidates and adds personnel necessary to advance its pipeline of product candidates. Immunic expects that its operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of development programs.

From inception through September 30, 2024, Immunic has raised net cash of approximately $430.9 million from private and public offerings of preferred stock, common stock, pre-funded warrants and tranche rights. As of September 30, 2024, the Company had cash and cash equivalents of approximately $59.1 million. With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these consolidated financial statements without raising additional capital, but such actions are not solely within the control of the Company. If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") and include the accounts of Immunic and its wholly-owned subsidiaries, Immunic AG and Immunic Australia Pty Ltd. All intercompany accounts and transactions have been eliminated in consolidation. Immunic manages its operations as a single reportable segment for the purposes of assessing performance and making operating decisions.

Unaudited Interim Financial Information

Immunic has prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with United States generally accepted accounting principles, (“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals which, in the opinion of management, are necessary to present fairly Immunic’s consolidated financial position, consolidated results of operations, consolidated statement of stockholders’ equity and consolidated cash flows for the periods and as of the dates presented. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2023 was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included on the Company's Annual Report on Form 10-K filed on February 22, 2024. The nature of Immunic’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year or for corresponding interim periods in any subsequent year.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The most significant estimates in the Company’s financial statements and accompanying notes relate to clinical trial expenses and stock-based compensation. Management believes its estimates to be reasonable under the circumstances. Actual results could differ materially from those estimates and assumptions.

Foreign Currency Translation and Presentation

The Company’s reporting currency is United States (“U.S.”) dollars. Immunic AG is located in Germany with the Euro being its functional currency. Immunic Australia Pty Ltd.’s functional currency is the Australian dollar. All amounts in the financial statements where the functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows:

• assets and liabilities at reporting period-end rates;

• income statement accounts at average exchange rates for the reporting period; and

• components of equity at historical rates.

Gains and losses from translation of the financial statements into U.S. dollars are recorded in stockholders’ equity as a component of accumulated other comprehensive income (loss). Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as general and administrative expenses in the Consolidated Statements of Operations. Foreign currency transaction gains and losses related to long-term intercompany loans that are payable in the foreseeable future are recorded in Other Income (Expense). The Consolidated Statements of Cash Flows were prepared by using the average exchange rate in effect during the reporting period which reasonably approximates the timing of the cash flows.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Cash and cash equivalents consist of cash on hand and deposits in banks located in the U.S. of approximately $40.6 million, Germany of approximately $15.6 million and Australia of approximately $2.9 million as of September 30, 2024. The Company maintains cash and cash equivalent balances denominated in Euro and U.S. dollars with major financial institutions in the U.S. and Germany in excess of the deposit limits insured by the government. Management periodically reviews the credit standing of these financial institutions. The Company currently deposits its cash and cash equivalents with two large financial institutions. Cash and cash equivalents in the U.S. are held at JP Morgan and are primarily held in a U.S. Government money

market fund account earning interest at a rate of 4.8% as of September 30, 2024. Cash and cash equivalents in Germany are earning interest at a rate of 3.25% to 3.75% as of September 30, 2024.

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities. Level 1 assets consisted of money market funds for the periods presented. The Company had no Level 1 liabilities for the periods presented.

Level 2—Inputs other than observable quoted prices for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The Company had no Level 2 assets or liabilities for the periods presented.

Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities for the periods presented. The Company did have tranche rights that were at level 3 during the first quarter of 2024.

The carrying value of cash and cash equivalents, other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximates fair value due to the short period of time to maturity.

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the straight-line method based on the estimated service lives of the assets, which range from three to thirteen years. Depreciation expense was $42,000 and $34,000 for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense was $99,000 and $88,000 for the nine months ended September 30, 2024 and 2023, respectively.

Impairment of Long-Lived Assets

The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impaired assets are then recorded at their estimated fair value. There were no impairment losses during the three and nine months ended September 30, 2024 and 2023.

Research and Development Expenses

These costs primarily include external development expenses and internal personnel expenses for its development programs, vidofludimus calcium and IMU-856. Immunic has spent the majority of its research and development resources on vidofludimus calcium, the Company's lead development program, for clinical trials in MS and UC.

Research and development expenses consist of expenses incurred in research and development activities, which include clinical trials, contract research services, certain milestone payments, salaries and related employee benefits, allocated facility costs and other outsourced services. Research and development expenses are charged to operations as incurred.

The Company enters into agreements with contract research organizations (“CROs”) to provide clinical trial services for individual studies and projects by executing individual work orders governed by a Master Service Arrangement (“MSA”). The MSAs and associated work orders provide for regular recurrent payments and payments upon the completion of certain milestones. The Company regularly assesses the timing of payments against actual costs incurred to ensure a proper accrual of related expenses in the appropriate accounting period.

Collaboration Arrangements

Certain collaboration and license agreements may include payments to or from the Company of one or more of the following: non-refundable or partially refundable upfront or license fees; development, regulatory and commercial milestone payments; payment for manufacturing supply services; partial or complete reimbursement of research and development costs; and royalties on net sales of licensed products. The Company assesses whether such contracts are within the scope of Financial Accounting Standards Board (FASB) Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” and ASU No. 2018-18, “Collaborative Arrangements” ("ASU 2018-18"). ASU 2018-18, clarifies that certain elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606.

In October 2018, the Company entered into an option and license agreement (the "Daiichi Sankyo Agreement") with Daiichi Sankyo Co., Ltd. ("Daiichi Sankyo") which granted the Company the right to license a group of compounds, designated by the Company as IMU-856, as a potential new oral treatment option for gastrointestinal diseases such as celiac disease, inflammatory bowel disease, irritable bowel syndrome with diarrhea and other barrier function associated diseases. During the option period, the Company performed agreed upon research and development activities for which it was reimbursed by Daiichi Sankyo up to a maximum agreed-upon limit. Such reimbursement was recorded as other income. There are no additional research and development reimbursements expected under this agreement.

On January 5, 2020, the Company exercised its option to obtain the exclusive worldwide right to commercialization of IMU-856. Among other things, the option exercise grants Immunic AG the rights to Daiichi Sankyo’s patent application related to IMU-856, for which the Company received a notice of allowance from the U.S. Patent & Trademark Office in August 2022. In connection with the option exercise, the Company paid a one-time upfront licensing fee to Daiichi Sankyo. Under the Daiichi Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856.

Government assistance

Government assistance relating to research and development performed by Immunic Australia is recorded as a component of other (income) expense. This government assistance is recognized at a rate of 43.5% of the qualified research and development expenditures which are incurred. We also receive government assistance from the German Government for reimbursement of research and development expenses up to 3.5 million Euros per year. We recognized $0.7 million and $0.7 million of other income related to research activities performed during the three and nine months ended September 30, 2024, respectively and $0.2 million and $2.3 million related to research activities performed during the three and nine months ended September 30, 2023, respectively.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, business development and other support functions. Other general and administrative expenses include, but are not limited to, stock-based compensation, insurance costs, professional fees for legal, accounting and tax services, consulting, related facility costs and travel.

Stock-Based Compensation

The Company measures the cost of employee and non-employee services received in exchange for equity awards based on the grant-date fair value of the award recognized generally as an expense (i) on a straight-line basis over the requisite service period for those awards whose vesting is based upon a service condition, and (ii) on an accelerated method for awards whose vesting is based upon a performance condition, but only to the extent it is probable that the performance condition will be met. Stock-based compensation is (i) estimated at the date of grant based on the award’s fair value for equity classified awards and (ii) final measurement date for liability classified awards. Forfeitures are recorded in the period in which they occur.

The Company estimates the fair value of stock options using the Black-Scholes-Merton option-pricing model ("BSM"), which requires the use of estimates and subjective assumptions, including the risk-free interest rate, the fair value of the underlying common stock, the expected dividend yield of the Company’s common stock, the expected volatility of the price of the Company’s common stock, and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.

Leases

The Company leases office space and office equipment. The underlying lease agreements have lease terms of less than 12 months and up to 60 months. Leases with terms of 12 months or less at inception are not included in the operating lease right of use asset and operating lease liability.

The Company has three existing leases for office and laboratory space. At inception of a lease agreement, the Company determines whether an agreement represents a lease and at commencement each lease agreement is assessed as to classification as an operating or financing lease. The Company's leases have been classified as operating leases and an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s balance sheet. A right-of-use lease asset represents the Company’s right to use the underlying asset for the lease term and the lease obligation represents its commitment to make the lease payments arising from the lease. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company has used an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term used in estimating future lease payments may include options to extend when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or changes in expectations regarding the lease term. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of twelve months or less are not recorded on the balance sheet.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income (loss) has been reflected as a separate component of stockholders’ equity in the accompanying Consolidated Balance Sheets and consists of foreign currency translation adjustments.

Income Taxes

The Company is subject to corporate income tax laws and regulations in the U.S., Germany and Australia. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment in their application.

The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Deferred income tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or the entire deferred tax asset will not be realized. As of September 30, 2024 and 2023, respectively, the Company maintained a full valuation allowance against the balance of deferred tax assets.

It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company is subject to U.S. federal, New York, California, Texas, German and Australian income taxes. The Company is subject to U.S. federal or state income tax examination by tax authorities for tax returns filed for the years 2003 and forward due to the carryforward of NOLs. Tax years 2019 through 2023 are subject to audit by German and Australian tax authorities. The Company is not currently under examination by any tax jurisdictions.

Warrants and Tranche Rights

The Company accounts for issued financial instruments either as a liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”) or ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). If financial instruments do not meet liability classification under ASC 480-10, the Company considers the

requirements of ASC 815-40 to determine whether the financial instruments should be classified as a liability or as equity. Liability-classified financial instruments are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the financial instruments after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If financial instruments do not require liability classification under ASC 815-40, the instrument is classified in permanent equity. Equity-classified financial instruments are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Net Loss Per Share

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and, if dilutive, common stock equivalents outstanding for the period determined using the treasury-stock method. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The weighted average shares outstanding calculation for basic and diluted earnings per share for the three and nine months ended September 30, 2024 includes 11,193,564 pre-funded warrants that remain unexercised as of September 30, 2024.

Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows:


	As of September 30,
	2024	2023
Options to purchase common stock	11,546,138	6,263,910

Recently Issued and/or Adopted Accounting Standards

There are no recently issued accounting standards that would have a significant impact on the company's consolidated financial statements.

3. Balance Sheet Details

Other Current Assets and Prepaid Expenses

Other Current Assets and Prepaid Expenses consist of (in thousands):



	September 30, 2024		December 31, 2023
Prepaid clinical and related costs	$	2,066	$	2,314
VAT receivable	780		703
Australian research and development tax incentive	39		670
Research grant	—		1,104
Prepaid Insurance	553		198
Other	757		871
Total	$	4,195	$	5,860

Accounts Payable

Accounts Payable consist of (in thousands):



	September 30, 2024		December 31, 2023
Clinical costs	$	5,789	$	4,726
Legal and audit costs	90		160

Other	163		213
Total	$	6,042	$	5,099

Accrued Expenses

Accrued expenses consist of (in thousands):



	September 30, 2024		December 31, 2023
Accrued clinical and related costs	$	14,386	$	16,863
Accrued legal and audit costs	136		216
Accrued compensation	1,509		1,460
Accrued other	214		125
Total	$	16,245	$	18,664

Other Current Liabilities

Other Current Liabilities consist of (in thousands):



	September 30, 2024		December 31, 2023
Lease liabilities	$	713	$	695
Other	357		271
Total	1,070		966

4. Commitments and Contingencies

Operating Leases

The Company leases certain office space under non-cancelable operating leases. The leases terminate on July 31, 2025 for the New York City office, June 30, 2025 for the Gräfelfing, Germany office and November 30, 2028 for the research laboratory in Planegg, Germany. These agreements include both lease (e.g., fixed rent) and non-lease components (e.g., common-area and other maintenance costs). The non-lease components are deemed to be executory costs and are therefore excluded from the minimum lease payments used to determine the present value of the operating lease obligation and related right-of-use asset. The New York City lease was extended on December 22, 2022 for an additional 27 months resulting in the new lease termination date of July 31, 2025. The New York City lease has a renewal option, but this was not included in calculating the right of use asset and liabilities. On April 7, 2020, the Company signed a five year lease for its facility in Gräfelfing, Germany. On March 1, 2021 and August 1, 2022 the Company added additional lease space at the Gräfelfing, Germany office. Renewal options were not included in calculating the right of use asset and liabilities for this facility. In February 2023, the Company leased space in Germany for a research laboratory. The leases do not have concessions, leasehold improvement incentives or other build-out clauses. Further, the leases do not contain contingent rent provisions. The New York City lease had a six month

rent holiday at the beginning of the lease as well as a three month rent holiday upon the 27 month extension starting May 2023. There were net additions of $544,000 related to the addition of new laboratory space in Planegg, Germany in February 2023.

The leases do not provide an implicit rate and, due to the lack of a commercially salable product, the Company is generally considered unable to obtain commercial credit. Therefore, the Company estimated its incremental interest rate to be 6% for the original leases and 8% for the New York City extension and German laboratory, considering the quoted rates for the lowest investment-grade debt and the interest rates implicit in recent financing leases. Immunic used its estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments.

Immunic’s operating lease costs and variable lease costs were $260,000 and $209,000 for the three months ended September 30, 2024 and 2023, respectively and $787,000 and $642,000 for the nine months ended September 30, 2024 and 2023, respectively. Variable lease costs consist primarily of common area maintenance costs, insurance and taxes which are paid based upon actual costs incurred by the lessor.

Maturities of the operating lease obligation are as follows as of September 30, 2024 (in thousands):


2024	$	275
2025		433
2026		78
2027		82
2028		79
Thereafter		—
Total		947
Interest		(48)
Present Value of obligation	$	899

Contractual Obligations

As of September 30, 2024, the Company has non-cancelable contractual obligations under certain agreements related to its development programs for vidofludimus calcium and IMU-856 totaling approximately $3.2 million, all of which is expected to be paid in 2024 and 2025.

Other Commitments and Obligations

Daiichi Sankyo Agreement

Legal Proceedings

The Company is not currently a party to any litigation, nor is it aware of any pending or threatened litigation, that it believes would materially affect its business, operating results, financial condition or cash flows. However, its industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, the Company may be involved in various legal proceedings from time to time.

5. Fair Value

The following fair value hierarchy tables present information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):


	Fair Value Measurement at September 30, 2024
	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	40,359	$	40,359	$	—	$	—
Total assets at fair value	$	40,359	$	40,359	$	—	$	—


	Fair Value Measurement at December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	34,087	$	34,087	$	—	$	—
Total assets	$	34,087	$	34,087	$	—	$	—

There were no transfers between Level 1, Level 2 or Level 3 assets during the periods presented.

For the Company’s money market funds which are included as a component of cash and cash equivalents on the consolidated balance sheet, realized gains and losses are included in interest income on the consolidated statements of operations.

Our money market fund account is held in our bank in the U.S. and was earning interest at a rate of 4.8% in a U.S. Government money market fund.

The Company has cash balances in banks in excess of the maximum amount insured by the FDIC and other international agencies as of September 30, 2024. The Company has not historically experienced any credit losses with balances in excess of FDIC limits.

The Company recorded tranche rights of $23.6 million at January 8, 2024 as a result of the January 2024 Financing (see note 6). The fair value measurement of the tranche rights associated with the January 2024 Financing was classified as Level 3 under the fair value hierarchy. The fair value of the tranche rights was determined using a Black Scholes Option Pricing Model. The inputs to this model included a risk-free rate range of 3.93%-4.36%, a stock price volatility range of 105-115%, an expected dividend rate of —% and remaining term of 1.81-4.81 years. This liability was revalued on March 4, 2024, upon stockholder approval to increase its authorized shares of common stock from 130 million to 500 million, which resulted in the reclassification of the tranche rights from a liability to equity. This revaluation resulted in an increase in the tranche rights liability of $4.8 million using a Black Scholes Option Pricing Model. The inputs to this model as of the date of the reclassification included a risk-free rate range of 4.16%-4.63%, a stock price volatility range of 90-105%, an expected dividend rate of —% and remaining term of 1.66-4.66 years. The inputs used in the determination of fair value of the liability are level 3 inputs. A rollforward of the fair value of the tranche rights is as follows (in thousands):


December 31, 2023	$	—
Fair value as of January 8, 2024	$	23,600
Change in fair value through March 4, 2024	$	4,796
Reclassification to equity	$	(28,396)
March 31, 2024	$	—

The carrying amounts of other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to their short-term nature. The fair value and book value of the money market funds presented in the table above are the same.

6. Common Stock

In December 2020, the Company filed a Prospectus Supplement to the shelf registration statement on Form S-3 filed on November 13, 2020 and declared effective on November 24, 2020 (the "2020 Shelf Registration Statement") for the offering, issuance and sale of up to a maximum aggregate offering price of $50.0 million of common stock that may be issued and sold under an at-the-market sales agreement with SVB Leerink LLC (now Leerink Partners LLC) as agent ("December 2020 ATM"). The Company used the net proceeds from the December 2020 ATM to fund the ongoing clinical development of our product candidates and for other general corporate purposes, including funding existing and potential new clinical programs and product candidates. The December 2020 ATM terminated in May 2024.

In May 2022, the Company filed a Prospectus Supplement to the 2020 Shelf Registration Statement for the offering, issuance and sale of up to a maximum aggregate offering price of $80.0 million of common stock to be issued and sold under another at-the-market sales agreement ("May 2022 ATM") with Leerink Partners LLC (formerly SVB Leerink LLC) as agent. The 2020 Shelf Registration Statement expired in November 2023.

In November 2023, we filed a shelf registration statement on Form S-3 (the "2023 Shelf Registration Statement"). The 2023 Shelf Registration Statement permits the offering, issuance and sale of up to $250.0 million of common stock, preferred stock, warrants, debt securities, and/or units in one or more offerings and in any combination of the foregoing. This registration statement was declared effective on May 31, 2024. Unsold securities from the expired 2020 shelf registration statement can continue to be sold under the 2023 Shelf Registration Statement resulting in a total S-3 shelf availability of $412.3 million as of September 30, 2024.

In May 2024, we filed a Prospectus Supplement to the 2023 Shelf Registration Statement for the offering, issuance and sale of up to a maximum aggregate offering price of $80.0 million of common stock that may be issued and sold under an at-the-market sales agreement with Leerink Partners LLC as agent ("May 2024 ATM"), which rolls over the $80.0 million of unsold common stock from the May 2022 ATM. We intend to use the net proceeds from the May 2024 ATM to continue to fund the ongoing clinical development of our product candidates and for other general corporate purposes, including funding existing and potential new clinical programs and product candidates. The May 2024 ATM will terminate upon the earlier of (i) the issuance and sale of all of the shares through Leerink Partners LLC on the terms and subject to the conditions set forth in the May 2024 ATM or (ii) termination of the May 2024 ATM as otherwise permitted thereby. The May 2024 ATM may be terminated at any time by either party upon ten days’ prior notice, or by Leerink Partners LLC at any time in certain circumstances, including the occurrence of a material adverse effect on us. As of September 30, 2024, $80.0 million in capacity remains under the May 2024 ATM.

The Company has agreed to pay Leerink Partners LLC a commission equal to 3.0% of the gross proceeds from the sales of common stock pursuant to the May 2024 ATM and has agreed to provide Leerink Partners LLC with customary indemnification and contribution rights.

For the nine months ended September 30, 2024, the Company raised gross proceeds of $0.2 million pursuant to the December 2020 ATM through the sale of 150,000 shares of common stock at a weighted average price of $1.31 per share. The net proceeds from the December 2020 ATM were $0.2 million after deducting sales agent commissions of $6,000. The Company did not have any ATM activity for the three months ended September 30, 2024.

In the three and nine months ended September 30, 2023, the Company raised gross proceeds of $0.3 million pursuant to the December 2020 ATM through the sale of 107,012 shares of common stock at a weighted average price of $2.72 per share. The net proceeds from the December 2020 ATM were $0.3 million after deducting underwriter commissions of $9,000.

Equity Offerings

Private Placement of up to $240 million (the "January 2024 Financing")

On January 4, 2024, Immunic entered into a Securities Purchase Agreement with select accredited investors, pursuant to which the Company agreed to issue and sell to the Investors in a three-tranche private placement shares of the Company’s common stock, $0.0001 par value per share, or in lieu thereof, pre-funded warrants to purchase shares of Common Stock. The Pre-Funded Warrants are exercisable immediately for $0.0001 per share and until exercised in full.

•The first tranche, which closed on January 8, 2024, resulted in the purchase by the Investors of an aggregate of $80 million of Common Stock (or pre-funded warrants) from the Company at a price of $1.43 per share;

•The second tranche is a conditional mandatory purchase by the Investors of an additional $80 million of Common Stock (or pre-funded warrants) from the Company at a price of $1.716 per share, equal to 120% of the price paid in the first tranche and is subject to the satisfaction of three conditions:

◦release by the Company of topline data from its Phase 2b clinical trial of vidofludimus calcium (IMU-838) in progressive multiple sclerosis, which data is currently expected in or around April 2025;

◦the 10-day volume-weighted average price of the Common Stock is at least $8.00 per share during the 6 months following the data release; and

◦aggregate trading volume during the same 10-day period is at least $100 million.

•The third tranche must occur no later than three years after the second tranche and is conditioned on the same volume-weighted average share price and minimum trading volumes as the second tranche. The third tranche provides for the issuance of $80 million of shares of common stock (or pre-funded warrants) at the same price per share as the second tranche, but permits investors to fund their purchase obligations on a “cashless” or net settlement basis, which would reduce the cash proceeds to be raised by the Company in the January 2024 Financing.

Any of the conditions in the second or third tranches can be waived by holders of a majority of the outstanding securities (including the lead investor). The fair value methodology used by the Company assumed the conditions will be waived if the trading price of the stock exceeds the purchase price.

As of the closing date of the transaction of January 8, 2024, the Company did not have enough authorized shares to be able to issue the potential shares for tranche 2 and tranche 3 (collectively referred to hereafter as "the tranche rights"). Therefore, the Company recorded the value associated to the tranche rights as a liability of $23.6 million and allocated the remainder of the $80 million received (or $56.4 million) with the common stock and pre-funded warrants to equity. On March 4, 2024, the stockholders voted to increase the Company's authorized common stock from 130 million to 500 million shares. As a result of the ability to issue shares in satisfaction of the tranche rights, the instrument was reclassified to stockholders' equity. The Company allocated the transaction costs across the instruments on a relative fair value basis at the grant date. As a result $4.0 million was netted against the equity proceeds and $1.7 million was recorded in other expense in the Consolidated Statements of Operations for the nine months ended September 30, 2024.

The Company registered for resale by the investors in the January 2024 Financing up to 55,944,850 shares of common stock issued (or issuable upon exercise of pre-funded warrants) in the first tranche. The Company will not receive any proceeds from the sale of these shares of common stock. These shares are registered on a registration statement on Form S-3 (registration No. 333-277040).

Common Stock

On March 4, 2024, the stockholders of the Company voted to increase the authorized shares of the Company from 130,000,000 shares of common stock to 500,000,000 shares of common stock, par value of $0.0001 per share. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of any holders of preferred stock.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any. Through September 30, 2024, no cash dividends had been declared or paid.

Pre-funded Warrants

The Company issued 11,193,564 pre-funded warrants in connection with the January 2024 Financing, which all remain outstanding as of September 30, 2024.

Preferred Stock

The Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue 20 million shares of $0.0001 par value preferred stock, with such voting powers (if any), designations, powers, preferences, and relative, participating, optional or other rights, if any, and any qualifications, limitations or restrictions thereof, as shall be set by the Board of Directors. No preferred shares were issued or outstanding as of September 30, 2024.

Stock Reserved for Future Issuance

Shares reserved for future issuance at September 30, 2024 are as follows:


			Number of Shares
Common stock reserved for issuance for:
2021 Employee Stock Purchase Plan			1,000,011
Pre-funded stock warrants			11,193,564
Outstanding stock options			11,546,138
Common shares reserved for tranche 2 rights			46,620,046
Maximum common shares reserved for tranche 3 rights			46,620,046
Common stock options available for future grant:
2017 Inducement Equity Incentive Plan			46,250
2019 Omnibus Equity Incentive Plan			7,903,691
Total common shares reserved for future issuance			124,929,746

7. Stock-Based Compensation Plans

2021 Employee Stock Purchase Plan

On April 25, 2021, the Company adopted the 2021 Employee Stock Purchase Plan ("ESPP"), which was approved by stockholder vote at the 2021 Annual Meeting of Stockholders held on June 10, 2021. The ESPP provides eligible employees of the Company with an opportunity to purchase common stock of the Company through accumulated payroll deductions, which are included in other current liabilities until they are used to purchase Company shares. Eligible employees participating in the bi-annual offering period can choose to have up to the lesser of 15% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value to purchase shares of the Company’s common stock. The purchase price of the stock is the lesser of (i) 85% of the closing market price on the date of purchase and (ii) the closing market price at the beginning of the bi-annual offering period. The maximum number of shares initially reserved for delivery under the plan was 200,000 shares. An increase of 1 million shares to 1.2 million shares was approved by stockholders of the Company at the Company's Special Meeting of stockholders held on March 4, 2024.

The first enrollment period under the plan commenced on August 1, 2021 and the Company has issued 199,989 shares life-to-date under the ESPP. The Company recognized $24,000 of expense related to the plan during the three and nine months ended September 30, 2024. The Company recognized $19,000 and $102,000 of expense related to the plan during the three and nine months ended September 30, 2023, respectively.

Stock Option Programs

In July 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan, (as amended, the “2019 Plan”), which was adopted by the Board of Directors (the "Board") with an effective date of June 14, 2019. The 2019 Plan allows for the grant of equity awards to employees, consultants and non-employee directors. An initial maximum of 1,500,000 shares of the Company’s common stock were available for grant under the 2019 Plan. The 2019 Plan included an evergreen provision that allowed for the annual addition of up to 4% of the Company’s fully-diluted outstanding stock, with a maximum allowable increase of 4,900,000 shares over the term of the 2019 Plan. In accordance with this provision, the shares available for grant were increased in 2020 through 2023 by a total of 4,408,871 shares. At the Company's Annual Stockholders meeting on June 28, 2023, stockholders voted to increase the allowable shares under the 2019 plan by 4,440,000 shares as well as to eliminate the evergreen provision. On March 4, 2024, the stockholders voted at the Company's Special Meeting to increase the allowable shares under the 2019 plan by 9,100,000. The 2019 Plan (as amended on June 28, 2023 and March 4, 2024) is currently administered by the Board, or, at the discretion of the Board, by a committee of the Board, which determines the exercise prices, vesting schedules and other restrictions of awards under the 2019 Plan at its discretion. Options to purchase stock may not have an exercise price that is less than the fair market value of underlying shares on the date of grant, and may not have a term greater than ten years. Incentive stock options granted to employees typically vest over four years. Non-statutory options granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over three or four years.

Shares that are expired, terminated, surrendered or canceled under the 2019 Plan without having been fully exercised will be available for future awards.

Stock Option Repricing

On March 4, 2024, the Company's stockholders voted to approve the repricing of outstanding stock options having an exercise price above $3.00 per share to $1.72 per share. All other terms of the grant remained the same. There were 3,317,596 stock options that were repriced to $1.72 per share. The repricing will result in $1.2 million of stock compensation being recognized by the Company over the remaining term of the repriced grants and $86,000 and $1.0 million of this amount was recognized in the three months and nine months ended September 30, 2024, respectively.

Movements during the year

The following table summarizes stock option activity for the nine months ended September 30, 2024 and 2023, respectively, for the 2019 Plan:


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2024	6,196,140	$	7.15
Granted	5,715,349	$	1.23
Exercised	—	$	—	—
Repricing modification	—	$	9.55
Forfeited or expired	(365,351)	$	2.08
Outstanding as of September 30, 2024	11,546,138	$	1.63	8.33	$	2,794,286
Options vested and expected to vest as of September 30, 2024	11,546,138	$	1.63	8.33	$	2,794,286
Options exercisable as of September 30, 2024	4,171,969	$	2.09	7.07	$	329,830


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2023	3,791,688	$	11.33
Granted	2,740,564	$	1.71
Exercised	—	$	—
Forfeited or expired	(268,342)	$	7.80
Outstanding as of September 30, 2023	6,263,910	$	7.27	8.27	$	119,691
Options vested and expected to vest as of September 30, 2023	6,263,910	$	7.27	8.27	$	119,691
Options exercisable as of September 30, 2023	2,393,294	$	11.67	7.12	$	6,160

Measurement

The weighted-average assumptions used in the BSM option pricing model to determine the fair value of the employee and non-employee stock option grants relating to the 2019 Plan were as follows:

Risk-Free Interest Rate

The risk-free rate assumption is based on U.S. Treasury instruments with maturities similar to the expected term of the stock options.

Expected Dividend Yield

The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero.

Expected Volatility

Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company estimates expected volatility based on the historical volatility of its own stock combined with a group of comparable companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards.

Expected Term

The expected term of options is estimated considering the vesting period at the grant date, the life of the option and the average length of time similar grants have remained outstanding in the past.

The weighted-average grant date fair value of stock options granted under the 2019 Plan during the nine months ended September 30, 2024 and 2023 was $0.99 and $1.32, respectively. The following are the underlying assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees and to non-employees under this stock plan:


	Nine Months Ended September 30,
	2024	2023
Risk-free interest rate	4.11%	4.00%
Expected dividend yield	0%	0%
Expected volatility	100.0%	96.0%
Expected term of options (years)	5.95	6.01

Stock-Based Compensation Expense

Total stock-based compensation expense for all stock awards recognized in the accompanying unaudited condensed consolidated statements of operations is as follows:


	Three Months Ended September 30,			Nine Months Ended September 30,
		2024		2023		2024		2023
Research and development		$	811,000	$	815,000	$	2,816,000	$	2,607,000
General and administrative		1,099,000		872,000		3,726,000		2,857,000
Total		$	1,910,000	$	1,687,000	$	6,542,000	$	5,464,000

As of September 30, 2024, there was $10.8 million in total unrecognized compensation expense relating to the 2019 Plan to be recognized over a weighted average period of 2.82 years.

Summary of Equity Incentive Plans Assumed from Vital

Upon completion of the Transaction with Vital Therapies ("Vital") on April 12, 2019, Vital’s 2012 Stock Option Plan (the “2012 Plan”), Vital’s 2014 Equity Incentive Plan (the “2014 Plan”) and Vital’s 2017 Inducement Equity Incentive Plan (the “Inducement Plan”), were assumed by the Company. All awards granted under these plans have either been forfeited or expired.

There are no longer any shares available for grant under the 2014 Plan as of September 30, 2024.

On September 2017, Vital’s board of directors approved the Inducement Plan, which was amended and restated in November 2017. Under the Inducement Plan 46,250 shares of Vital’s common stock were reserved to be used exclusively for non-qualified grants to individuals who were not previously employees or directors as an inducement material to a grantee's entry into employment within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.

No expense was recorded for the plans assumed from Vital during the three and nine months ended September 30, 2024 and 2023, respectively.

8. Related Party Transactions

Executive Chairman Agreement with Duane Nash

On April 15, 2020, the compensation committee of the Board of Directors of the Company independently reviewed and approved entering into an employment agreement with the Executive Chairman of the Board, Duane Nash, MD, JD, MBA (the “Executive Chairman Agreement”) and pursuant to such approval, on April 17, 2020, the Company and Dr. Nash entered into the Executive Chairman Agreement. The Executive Chairman Agreement establishes an “at will” employment relationship. On December 28, 2022, the Company and Dr. Nash entered into Addendum No. Four, which extended the term of employment from December 31, 2022 to December 31, 2023 with a base salary of $30,250 per month. On October 17, 2023, Immunic, Inc. and Dr. Duane Nash entered into Addendum Number 5 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2024. In connection with Addendum Number 5, the Company increased Dr. Nash’s monthly base salary to $32,368 from $30,250 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board). On August 29, 2024, Immunic, Inc. and Dr. Duane Nash entered into Addendum Number 6 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2025. In connection with Addendum Number 6, the Company increased Dr. Nash’s monthly base salary to $33,986 from $32,368 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board) All other terms of the Executive Chairman Agreement remain the same.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and notes thereto included in Item 1 “Financial Statements” in this Quarterly Report and audited Consolidated Financial Statements for the years ended December 31, 2023 and 2022 of Immunic, Inc. filed with the Securities and Exchange Commission ("SEC"), in our Annual Report on Form 10-K on February 22, 2024. As used in this report, unless the context suggests otherwise, “we,” “us,” “our,” “the Company” or “Immunic” refer to Immunic, Inc. and its subsidiaries.

Forward-Looking Statements

In addition to historical information, this Quarterly Report includes forward-looking statements within the meaning of federal securities laws. Forward-looking statements are subject to certain risks and uncertainties, many of which are beyond our control. Such statements include, but are not limited to, statements preceded by, followed by or that otherwise include the words, “believe,” “may,” “might,” “can,” “could,” “will,” “would,” “should,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “project,” “expect,” “potential,” “predicts,” or similar expressions and the negatives of those terms.

Forward-looking statements discuss matters that are not historical facts. Our forward-looking statements involve assumptions that, if they ever materialize or prove correct, could cause our results to differ materially from those expressed or implied by such forward-looking statements. In this Quarterly Report, for example, we make forward-looking statements, among others, regarding potential strategic options; financial estimates and projections; and the sufficiency of our capital resources to fund our operations.

The inclusion of any forward-looking statements in this Quarterly Report should not be regarded as a representation that any of our plans will be achieved. Our actual results may differ from those anticipated in our forward-looking statements as a result of various factors, including those noted below under the caption “Part II, Item 1A-Risk Factors,” and the differences may be material. These risk factors include, but are not limited to statements relating to our two development programs and the targeted diseases; the potential for vidofludimus calcium and IMU-856 to safely and effectively target diseases; the nature, strategy and focus of the Company; expectations regarding our capitalization and financial resources; the development, timing and commercial potential of any product candidates of the Company; and our ability to attract and retain certain personnel

important to our ongoing operations and to maintain effective internal control over financial reporting.

Although our forward-looking statements reflect the good faith judgment of our management, these statements are based only on facts and factors currently known by us. As a result, investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update such statements to reflect events or circumstances after the date hereof, except as required by law.

Overview

Immunic, Inc. ("Immunic," “we,” “us,” “our” or the "Company") is a biotechnology company developing a clinical pipeline of selective oral immunology therapies focused on treating chronic inflammatory and autoimmune diseases. We are headquartered in New York City with our main operations in Gräfelfing near Munich, Germany. We had approximately 85 employees as of November 1, 2024.

We are pursuing clinical development of orally administered, small molecule programs, each of which has unique features intended to directly address the unmet needs of patients with serious chronic inflammatory and autoimmune diseases. These include the vidofludimus calcium (IMU-838) program, which is in Phase 3 and Phase 2 clinical development for patients with relapsing and progressive multiple sclerosis (“MS”), respectively, and which has shown therapeutic activity in Phase 2 clinical trials in patients suffering from relapsing-remitting MS, progressive MS and moderate-to-severe ulcerative colitis (“UC”); the IMU-856 program, which is targeted to regenerate bowel epithelium and restore intestinal barrier function, which could potentially be applicable in numerous gastrointestinal diseases, such as celiac disease, inflammatory bowel disease (“IBD”) and Graft-versus-Host-Disease ("GvHD"); and the IMU-381 program, which is a next generation molecule being developed to specifically address the needs of gastrointestinal diseases.

The following table summarizes the potential indications, clinical targets and clinical development status of our three product candidates:

Our most advanced drug candidate, vidofludimus calcium (IMU-838), is being tested in several ongoing MS trials as part of its overall clinical program in order to support a potential approval for patients with MS in major markets. The Phase 3 ENSURE program of vidofludimus calcium in relapsing multiple sclerosis (“RMS”), comprising twin studies evaluating efficacy, safety, and tolerability of vidofludimus calcium versus placebo, and the Phase 2 CALLIPER trial of vidofludimus calcium in progressive multiple sclerosis (“PMS”), designed to corroborate vidofludimus calcium’s neuroprotective potential, are ongoing. On October 9, 2023, we announced positive interim data from the CALLIPER trial, showing biomarker evidence that vidofludimus calcium’s activity extends beyond the previously observed anti-inflammatory effects, thereby further reinforcing its neuroprotective potential. Top-line data from the CALLIPER trial, for which the recruitment of in total 467 patients was completed in August 2023, is expected to be available in April 2025. Moreover, on October 22, 2024, we

announced a positive outcome of an interim analysis of the ENSURE program, with an unblinded Independent Data Monitoring Committee ("IDMC") confirming that the predetermined futility criteria have not been met and recommending that both ENSURE trials should continue without changes, including no need for a potential upsizing of the sample size. Completion of the first of the ENSURE trials is currently anticipated in the second quarter of 2026; and the second ENSURE trial in the second half of 2026. Although we currently believe that each of these goals is achievable, they are each dependent on numerous factors, most of which are not under our direct control and can be difficult to predict. We plan to periodically review this assessment and provide updates of material changes as appropriate.

If approved, we believe that vidofludimus calcium, with combined neuroprotective, anti-inflammatory, and antiviral effects, has the potential to be a unique treatment option targeted to the complex pathophysiology of MS. Preclinical data showed that vidofludimus calcium activates the neuroprotective transcription factor nuclear receptor related 1 (“Nurr1”), which is associated with direct neuroprotective properties and may enhance the potential benefit for patients. Additionally, vidofludimus calcium is a known inhibitor of the enzyme dihydroorotate dehydrogenase (“DHODH”), which is a key enzyme in the metabolism of overactive immune cells and virus-infected cells. This mechanism is associated with the anti-inflammatory and antiviral effects of vidofludimus calcium. We believe that the combined mechanisms of vidofludimus calcium are unique in the MS space and support the therapeutic performance shown in our Phase 2 EMPhASIS trial in relapsing-remitting MS patients, in particular, via data illustrating the potential to reduce magnetic resonance imaging (“MRI”) lesions, prevent relapses, reduce the rate of disability progression, and reduce levels of serum neurofilament light chain (“NfL”), an important biomarker of neuronal damage. Vidofludimus calcium has shown in clinical trials reported to date a consistent pharmacokinetic, safety and tolerability profile and has already been exposed to more than 1,800 human subjects and patients in either of the drug’s formulations.

IMU-856 is an orally available and systemically acting small molecule modulator that targets Sirtuin 6 (“SIRT6”), a protein which serves as a transcriptional regulator of intestinal barrier function and regeneration of bowel epithelium. Based on preclinical data, we believe this compound may represent a unique treatment approach, as the mechanism of action targets the restoration of the intestinal barrier function and bowel wall architecture in patients suffering from gastrointestinal diseases such as celiac disease, IBD, GvHD and other intestinal barrier function associated diseases. Based on preclinical investigations demonstrating no suppression of immune cells, IMU-856 may have the potential to maintain immune surveillance for patients during therapy, which would be an important advantage versus immunosuppressive medications and may allow the potential for combination with available treatments in gastroenterological diseases.

Data from a Phase 1b clinical trial in celiac disease patients during periods of gluten-free diet and gluten challenge demonstrated positive effects for IMU-856 over placebo in four key dimensions of celiac disease pathophysiology: protection of the gut architecture, improvement of patients’ symptoms, biomarker response, and enhancement of nutrient absorption. IMU-856 was also observed to be safe and well-tolerated in this trial. We are currently preparing clinical Phase 2 testing of IMU-856 in patients with ongoing active celiac disease (“OACD”) despite gluten-free diet, while also considering further potential clinical applications in other gastrointestinal disorders.

Immunic has selected IMU-381 as a development candidate to specifically address the needs of gastrointestinal diseases. IMU-381 is a next generation molecule with improved overall properties, supported by a series of chemical derivatives. IMU-381 is currently in preclinical testing.

Additional research and development activities remain ongoing through preclinical research examining the potential to treat a broad set of neuroinflammatory, autoimmune and viral diseases with new molecules leveraging our chemical and pharmacological research platform as well as generated intellectual property in these areas.

We expect to continue to lead most of our research and development activities from our Gräfelfing, Germany location, where dedicated scientific, regulatory, clinical and medical teams conduct their activities. Due to these teams' key relationships with local and international service providers, we anticipate that this should result in more timely and cost-effective execution of our development programs. In addition, we are using our subsidiary in Melbourne, Australia to perform research and development activities in the Australasia region. We also conduct preclinical work in Halle/Saale, Germany through a collaboration with the Fraunhofer Institute.

Our business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including delays in clinical trials, the failure of our clinical trials to meet their endpoints, failure to obtain regulatory approval and failure to obtain needed additional funding on acceptable terms, if at all, to complete the development and commercialization of our three development programs.

Strategy

We are focused on the development of new molecules that maximize the therapeutic benefits for patients by uniquely addressing biologically relevant immunological targets. We take advantage of our established research and development

infrastructure and operations in Germany and Australia to more efficiently develop our product candidates in indications of high unmet need and where the product candidates have the potential to elevate the standard of care for the benefit of patients. Given the mechanisms of action and the data generated for our product candidates, to date, we continue to execute on the clinical development of our programs for established indications as well as explore additional indications where patients could potentially benefit from the unique profiles of each product candidate.

We are currently focused on maximizing the potential of our development programs through the following strategic initiatives:

•Executing the ongoing Phase 3 ENSURE and Phase 2 CALLIPER clinical trial programs of vidofludimus calcium in RMS and PMS, respectively.

•Executing the IMU-856 development program, including preparation of a Phase 2 clinical trial.

•Continuing preclinical research to complement the existing clinical activities, explore additional indications for future development and generating additional molecules for potential future development.

•Facilitating readiness for potential commercial launch of our product candidates through targeted and stage-appropriate pre-commercial activities.

•Evaluating potential strategic collaborations for each product candidate in order to complement our existing research and development capabilities and to facilitate potential commercialization of these product candidates by taking advantage of the resources and capabilities of strategic collaborators in order to enhance the potential and value of each product candidate.

Financial Condition, Liquidity and Going Concern

We have no products approved for commercial sale and have not generated any revenue from product sales. We have never been profitable and have incurred operating losses in each year since inception in 2016. We have an accumulated deficit of approximately $486.2 million as of September 30, 2024 and $410.9 million as of December 31, 2023. Substantially all of our operating losses resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

We expect to incur significant expenses and increasing operating losses for the foreseeable future as we initiate and continue the development of our product candidates and add personnel necessary to advance our pipeline of product candidates. We expect that our operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of development programs.

From inception through September 30, 2024, we have raised net cash of approximately $430.9 million from private and public offerings of preferred stock, common stock, pre-funded warrants and tranche rights. As of September 30, 2024, we had cash and cash equivalents of approximately $59.1 million. With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these consolidated financial statements without raising additional capital but, such actions are not solely within the control of the Company. If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Key Status Updates

Private Placement of up to $240 Million (the "January 2024 Financing")

On January 4, 2024, Immunic entered into a Securities Purchase Agreement with select accredited investors, pursuant to which the Company agreed to issue and sell to the Investors in a three-tranche private placement shares of the Company’s common stock, $0.0001 par value per share or in lieu thereof, pre-funded warrants to purchase shares of Common Stock. The Pre-Funded Warrants are exercisable immediately for $0.0001 per share until exercised in full.

◦the 10-day volume-weighted average price of the Common Stock is at least $8.00 per share during the 6 months following the data release; and

◦aggregate trading volume during the same 10-day period is at least $100 million.

The January 2024 Financing resulted in gross proceeds to the Company of approximately $80 million in the first tranche, and an additional $80 million if and when the second tranche occurs. If the second tranche is completed and conditions for the third tranche are satisfied or waived, the Company could receive up to an additional $80 million in the third tranche. However, the amount of cash received in the third tranche would depend on the extent to which the Investors elect to fund the third tranche through a “cashless” or net settlement basis. Therefore, total gross proceeds from the offering to the Company could actually be between $80 million and $240 million. Gross proceeds to the Company will be reduced by fees paid to the placement agents, capital markets advisors and payments of transaction expenses. The Company intends to use the net proceeds from the January 2024 Financing to fund the ongoing clinical development of its three lead product candidates, vidofludimus calcium (IMU-838), IMU-856 and IMU-381, and for other general corporate purposes.

As of the closing date of the transaction of January 8, 2024, the Company did not have enough authorized shares to be able to issue the potential shares for tranche 2 and tranche 3 (collectively referred to hereafter as "the tranche rights"). Therefore, the Company recorded the value associated to the tranche rights as a liability of $23.6 million and allocated the remainder of the $80 million received (or $56.4 million) from the common stock and pre-funded warrants to equity. On March 4, 2024, the stockholders voted to increase the Company's authorized common shares from 130 million to 500 million shares. As a result of the ability to issue shares in satisfaction of the tranche rights, the instrument was reclassified to stockholders' equity. The Company allocated the transaction cost across the instruments on a relative fair value basis. As a result $4.0 million was netted against the equity proceeds and $1.7 million was recorded in other expense in the Consolidated Statements of Operation for the nine months ended September 30, 2024.

The financing was led by BVF Partners L.P., and included participation from new and existing investors, including Avidity Partners, Janus Henderson Investors, Soleus Capital, RTW Investments and Adage Capital Partners LP. Leerink Partners acted as the lead placement agent and Ladenburg Thalmann acted as a placement agent in connection with the offering. Piper Sandler, B. Riley Securities and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as capital markets advisors to the Company.

Notice of Allowance for Composition-of-Matter Patent of a Specific Polymorph of Vidofludimus Calcium in the United States

On March 20, 2024, we announced Notice of Allowance from the United States Patent and Trademark Office (“USPTO”) for patent application 16/981,122, entitled, “Calcium salt polymorphs as anti-inflammatory, immunomodulatory and anti-proliferative agents,” covering the composition-of-matter of a specific polymorph of vidofludimus calcium and a related method of production of the material. The claims are expected to provide protection into 2039, unless extended further. The patent was previously granted to the company in Australia, Canada, Indonesia, Japan and Mexico.

Publication of Extended Data From Phase 2 EMPhASIS Trial of Vidofludimus Calcium in Relapsing-Remitting Multiple Sclerosis in the Peer Reviewed Journal, Neurology® Neuroimmunology & Neuroinflammation

On April 30, 2024, we announced that data from our Phase 2 EMPhASIS trial of vidofludimus calcium in patients with relapsing-remitting MS has been published online on April 25, 2024 in Neurology® Neuroimmunology & Neuroinflammation, an official journal of the American Academy of Neurology. The paper, lead authored by coordinating investigator, Robert J. Fox, M.D., Staff Neurologist, Mellen Center for Multiple Sclerosis, Vice-Chair for Research, Neurological Institute, Cleveland Clinic, Cleveland, Ohio, is entitled, “Safety and Dose-Response of Vidofludimus Calcium in Relapsing Multiple Sclerosis: Extended Results of a Placebo-Controlled Phase 2 Trial.”

Appointment of Jason Tardio as Chief Operating Officer and President and Promotion of Werner Gladdines to Chief Development Officer

On July 9, 2024, we announced that seasoned biopharmaceutical executive, Jason Tardio, will be joining the company as Chief Operating Officer and President, effective July 12, 2024. In the newly created role, Mr. Tardio leads internal efforts to prepare for the potential launch of vidofludimus calcium. Jason also works closely with Patrick Walsh, Chief Business Officer, to prepare the Company for a range of potential partnership outcomes for vidofludimus calcium, as well as our other drug candidates.

On July 9, 2024, we also reported that Werner Gladdines, former Vice President, Program Management & Clinical Development Operations, has been promoted to Chief Development Officer. In his new role, Mr. Gladdines takes over additional strategic and operational responsibility for our overall clinical operations functions.

Appointment of Simona Skerjanec to Board of Directors

On July 24, 2024, we announced the appointment of Simona Skerjanec, M.Pharm, MBA, a thought-leader in brain health with decades of experience in drug development and commercialization, as a member of our Board of Directors, effective as of July 22, 2024. As a Class I director, Ms. Skerjanec’s term lasts until the Company’s 2027 annual meeting of stockholders.

First Patient Enrolled in Investigator-Sponsored Phase 2 Clinical Trial of Vidofludimus Calcium in Patients with Post COVID Syndrome

On September 4, 2024, we announced enrollment of the first patient in an investigator-sponsored Phase 2 clinical trial of vidofludimus calcium, entitled, “Randomized Adaptive Assessment of Post COVID Syndrome Treatments_Reducing Inflammatory Activity in Patients with Post COVID Syndrome (RAPID_REVIVE).” The Phase 2 RAPID_REVIVE trial, for which Immunic is providing study medication, is a randomized, placebo-controlled, double-blind, parallel group trial sponsored by the Goethe University Frankfurt, which received trial funding via a grant from the German Federal Ministry of Education and Research.

Hosted Two Multiple Sclerosis R&D Days in New York City and San Francisco

At two MS R&D Days, on September 10, 2024 in New York City and on April 9, 2024 in San Francisco, management discussed the latest developments in the MS landscape, along with recent mode of action, preclinical and clinical data supporting the combined neuroprotective, anti-inflammatory and antiviral profile of vidofludimus calcium.

Presented Key Vidofludimus Calcium Data at the 40th Congress of ECTRIMS, Highlighting Its Therapeutic Potential in Multiple Sclerosis

On September 18, 2024, we announced the presentation of key data at the 40th Congress of the European Committee for Treatment and Research in Multiple Sclerosis (“ECTRIMS”), highlighting vidofludimus calcium’s therapeutic potential in MS. The data was presented in an oral poster presentation and three ePosters at this conference in Copenhagen, Denmark.

Positive Outcome of Interim Analysis of Phase 3 ENSURE Program of Vidofludimus Calcium in Relapsing Multiple Sclerosis

On October 22, 2024, we announced a positive outcome of an interim analysis of our Phase 3 ENSURE program, investigating vidofludimus calcium for the treatment of RMS. An unblinded IDMC confirmed that the predetermined futility criteria have not been met and recommended that both ENSURE trials should continue without changes. The IDMC considered

if a sample size adjustment would be appropriate for either of the two trials based on factors that include statistical analysis and ultimately recommended that the sample sizes for both trials remain unchanged.

Components of Results of Operations

Revenue

To date, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the foreseeable future. If our development efforts for our product candidates are successful and result in regulatory approval, we may generate revenue in the future from product sales. We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates or achieving market acceptance and commercial success for any product that does receive regulatory approval.

Research and Development Expenses

Research and development expenses consist of costs associated with our research activities, including our product discovery efforts and the development of our product candidates. Our research and development expenses include:

•external research and development expenses and milestone payments incurred under arrangements with third parties, such as CROs, contract manufacturing organizations, collaborations with partners, consultants, and our scientific advisors; and

•internal personnel expenses.

We expense research and development costs as incurred. Non-refundable advance payments for goods and services that will be used in future research and development activities are capitalized as prepaid expenses and expensed when the service has been performed or when the goods have been received.

Since our inception in March 2016, we have spent a total of approximately $356.5 million in research and development expenses through September 30, 2024.

These costs primarily include external development expenses and internal personnel expenses for the three development programs, vidofludimus calcium, IMU-856 and IMU-381. We have spent the majority of our research and development resources on vidofludimus calcium, our lead development program, for clinical trials in MS and UC.

In August 2019, Immunic AG received a grant of up to approximately $726,000 from the German Federal Ministry of Education and Research, in support of the InnoMuNiCH (Innovations through Munich-Nippon Cooperation in Healthcare) project. The grant funds have been used to fund a three-year research project relating to autoimmune diseases by us and our three project partners. Since the inception of the grant, we have recorded $726,000 of income in total which was classified in Other Income in the accompanying consolidated statement of operations. No income was recorded for the periods ended September 30, 2024 and 2023. The funding of this grant is now completed.

Our research and development expenses are expected to increase in the foreseeable future as we continue to conduct ongoing research and development activities, initiate new preclinical and clinical trials and build our pipeline of product candidates. Our research and development expenses may also increase in the foreseeable future due to the current inflationary environment as well as supply chain shortages, which result in increased costs. The process of conducting clinical trials and preclinical studies necessary to obtain regulatory approval is costly and time consuming. We may never succeed in achieving regulatory approval for any of our product candidates.

Successful development of product candidates is highly uncertain and may not result in approved products. Completion dates and completion costs can vary significantly for each product candidate and are difficult to predict. We anticipate that we will make determinations as to which programs to pursue and how much funding to direct to each program on an ongoing basis in response to the development and regulatory success of each product candidate, and ongoing assessments as to each product candidate’s commercial potential.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel expenses, professional fees for legal, accounting, tax and business consulting services, insurance premiums and stock-based compensation.

Other Income (Expense), Net

Interest Income

Interest income consists of interest earned on our money market funds and bank accounts which are a portion of our cash and cash equivalents balance. Our interest income is expected to decrease as our money market funds balance has decreased and U.S. interest rates have started to and are expected to continue to decrease in the near future.

Change in the Fair Value of the Tranche Rights

The change in fair value of the tranche rights is a non-cash charge related to the change in fair value of the tranche 2 and tranche 3 rights associated with the January 2024 Financing from January 8, 2024 until March 4, 2024.

Other Income (Expense), Net

Other income (expense) consists of (i) deal costs from the January 2024 Financing related to tranche rights that were established at the time of the deal closing (ii) a research and development tax incentive related to clinical trials performed in Australia, (iii) a German Government research and development grant and (iv) foreign currency transaction gains and losses.

Results of Operations

Comparison of the Three Months Ended September 30, 2024 and 2023

The following table summarizes our operating expenses for the three months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Change
	2024		2023		$		%
(dollars in thousands)	(unaudited)
Operating expenses:
Research and development	$	21,370	$	19,796	$	1,574	8	%
General and administrative	4,356		3,774		582		15	%

Total operating expenses	25,726		23,570		2,156		9	%
Loss from operations	(25,726)		(23,570)		(2,156)		9	%
Other income:
Interest income	776		766		$	10	1	%

Other income, net	582		35		$	547	1,563	%
Total other income	1,358		801		557		70	%
Net loss	$	(24,368)	$	(22,769)	$	(1,599)	7	%

Research and development expenses increased by $1.6 million during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase reflects (i) a $1.4 million increase in external development costs related to the vidofludimus calcium trials, (ii) a $0.3 million increase in external development costs related to IMU-856, (iii) $0.3 million increase in personnel costs due to an increase in headcount and (iv) a $0.3 million increase related costs across numerous categories. The increases were offset by a decrease of $0.7 million from deprioritizing the izumerogant program in psoriasis and castration-resistant prostate cancer.

General and administrative expenses increased by $0.6 million during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was primarily due to a $0.6 million increase in personnel expense in general and administrative, $0.2 million of which is related to non-cash stock compensation expense and the remainder of which is related to an increase in headcount.

Interest income remains unchanged at $0.8 million during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Other income increased by $0.5 million during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was primarily attributable to a $0.6 million increase in research and development tax incentives for clinical trials in Australia.

Comparison of the Nine Months Ended September 30, 2024 and 2023

The following table summarizes our operating expenses for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,				Change
	2024		2023		$		%
(dollars in thousands)	(unaudited)
Operating expenses:
Research and development	$	58,429	$	63,931	$	(5,502)	(9)	%
General and administrative	13,992		11,911		2,081		17	%

Total operating expenses	$	72,421	$	75,842	$	(3,421)	(5)	%
Loss from operations	(72,421)		(75,842)		3,421		(5)	%
Other income (expense):
Interest income	2,961		2,534		$	427	17	%
Change in fair value of the tranche rights	(4,796)		—		$	(4,796)	N/A
Other income (expense), net	(1,076)		1,268		$	(2,344)	(185)	%
Total other income (expense)	(2,911)		3,802		(6,713)		(177)	%
Net loss	(75,332)		$	(72,040)	$	(3,292)	5	%

Research and development expenses decreased by $5.5 million during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The decrease reflects (i) a decrease of $4.1 million from deprioritizing the izumerogant program in psoriasis and castration-resistant prostate cancer, (ii) a $2.6 million decrease in external development costs related to IMU-856 due to the completion of the phase 1 clinical trial in celiac disease and (iii) a $0.5 million decrease related costs across numerous categories. The decreases were offset by (i) a $1.2 million increase in personnel costs, $0.2 million of which is related to non-cash stock compensation and the remainder of which is due to an increase in headcount and (ii) a $0.5 million increase in external development costs related to the vidofludimus calcium program.

General and administrative expenses increased by $2.1 million during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase was primarily due to (i) a $1.7 million increase in personnel expense in general and administrative, $0.9 million of which is related to non-cash stock compensation expense and the remainder of which is related to an increase in headcount, (ii) $0.3 million in legal and consultancy expenses and (iii) a $0.1 million increase related to costs across numerous categories.

Interest income increased by $0.4 million during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023 due to higher interest rates.

The change in fair value of the tranche rights of $4.8 million was a non-cash charge related to the change in value of the tranche rights associated with the January 2024 Financing from January 8, 2024 until March 4, 2024. These tranches were initially classified as a liability but were reclassified to equity on March 4, 2024, when stockholders approved the increase in our authorized shares from 130 million to 500 million shares of common stock and therefore the tranche 2 and tranche 3 rights needed to be revalued to fair value upon the reclass to equity.

Other income (expense) decreased by $2.3 million during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The decrease was primarily attributable to (i) a $1.7 million expense related to the portion of deal costs from the January 2024 Financing related to the tranche rights that were established at the time of the deal closing, (ii) the German Federal Ministry of Finance grant of $1.1 million being recognized in the fourth quarter of 2023 which was one quarter earlier than in the prior year that was recognized in the first quarter of 2023 and (iii) a $0.4 million decrease in other grants which were received in 2023. The decrease was offset by a $0.9 million increase in foreign exchange gains.

Liquidity and Capital Resources

Financial Condition, Liquidity and Going Concern

We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future as we initiate and continue the preclinical and clinical development of our product candidates and add personnel necessary to operate as a company with an advanced clinical pipeline of product candidates. To the extent additional funds are necessary to meet long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of indebtedness, additional equity financings or a combination of these potential sources of funds, although we can provide no assurance that these sources of funding will be available on reasonable terms, if at all.

From inception through September 30, 2024, we have raised net cash of approximately $430.9 million from private and public offerings of preferred stock, common stock, pre-funded warrants and tranche rights. As of September 30, 2024, we had cash and cash equivalents of approximately $59.1 million. With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these consolidated financial statements without raising additional capital and such actions are not solely within the control of the Company. If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In November 2023, we filed a shelf registration statement on Form S-3 (the "2023 Shelf Registration Statement"). The 2023 Shelf Registration Statement permits the offering, issuance and sale of up to $250.0 million of common stock, preferred stock, warrants, debt securities, and/or units in one or more offerings and in any combination of the foregoing. The 2023 Registration Statement was declared effective on May 31, 2024. Unsold securities from the expired 2020 Shelf Registration Statement can continue to be sold under the 2023 Shelf Registration Statement resulting in a total S-3 shelf availability of $412.3 million as of September 30, 2024.

We agreed to pay Leerink Partners LLC a commission equal to 3.0% of the gross proceeds from the sales of common shares pursuant to the May 2024 ATM and have agreed to provide Leerink Partners LLC with customary indemnification and contribution rights.

For the nine months ended September 30, 2024, we raised gross proceeds of $0.2 million pursuant to the December 2020 ATM through the sale of 150,000 shares of common stock at a weighted average price of $1.31 per share. The net proceeds from the December 2020 ATM were $0.2 million after deducting sales agent commissions of $6,000. We did not have any ATM activity for the three months ended September 30, 2024.

In the three and nine months ended September 30, 2023, we raised gross proceeds of $0.3 million pursuant to the December 2020 ATM through the sale of 107,012 shares of common stock at a weighted average price of $2.72 per share. The net proceeds from the December 2020 ATM were $0.3 million after deducting underwriter commissions of $9,000.

Equity Offerings

Private Placement of up to $240 Million

On January 4, 2024, Immunic entered into a Securities Purchase Agreement with select accredited investors, pursuant to which the Company agreed to issue and sell to the Investors in a three-tranche private placement shares of the Company’s common stock, $0.0001 par value per share or in lieu thereof, pre-funded warrants to purchase shares of Common Stock. The pre-funded warrants are exercisable immediately for $0.0001 per share and until exercised in full.

The first tranche, which closed on January 8, 2024, resulted in the purchase by the Investors of an aggregate of $80 million of Common Stock (or pre-funded warrants) from the Company at a price of $1.43 per share; The second tranche is a conditional mandatory purchase by the Investors of an additional $80 million of Common Stock (or pre-funded warrants) from the Company at a price of $1.716 per share, equal to 120% of the price paid in the first tranche and is subject to the satisfaction of three conditions:

•release by the Company of topline data from its Phase 2b clinical trial of vidofludimus calcium (IMU-838) in progressive multiple sclerosis, which data is currently expected in or around April 2025;

•the 10-day volume-weighted average price of the Common Stock is at least $8.00 per share during the 6 months following the data release; and

•aggregate trading volume during the same 10-day period is at least $100 million.

The third tranche must occur no later than three years after the second tranche and is conditioned on the same volume-weighted average share price and minimum trading volumes as the second tranche. The third tranche provides for the issuance of $80 million of shares of common stock (or pre-funded warrants) at the same price per share as the second tranche, but permits investors to fund their purchase obligations on a “cashless” or net settlement basis, which would reduce the cash proceeds to be raised by the Company in the January 2024 Financing.

Any of the conditions in the second or third tranches can be waived by holders of a majority of the outstanding securities (including the lead Investor). The fair value methodology used by the Company assumed the conditions will be waived if the trading price of the stock exceeds the purchase price.

Future Capital Requirements

As noted above, we have not generated any revenue from product sales and we do not know when, or if, we will generate any revenue from product sales. We will not be able to generate any revenue from product sales unless and until we obtain regulatory approval for and commercialize any of our product candidates. We expect our expenses to continue to increase as we

continue the ongoing research, development, manufacture and clinical trials of, and seek regulatory approval for, our product candidates. We also incur additional costs associated with operating as a public company. In addition, subject to obtaining regulatory approval of any of our product candidates, we anticipate that we will need substantial additional funding in connection with our continuing operations.

Our future expenses and capital requirements are difficult to forecast and will depend on many factors, including, but not limited to:

•the timing and structure of any strategic options and transactions, if any;

•personnel-related expenses, including salaries, benefits, stock-based compensation expense and other compensation expenses related to retention and termination of personnel;

•the scope, progress, duration, results and costs of research and development and ongoing clinical trials;

•the cost and timing of future regulatory submissions;

•the cost and timing of developing and validating the manufacturing processes for any potential product candidates;

•the cost and timing of any commercialization activities, including reimbursement, marketing, sales and distribution costs;

•our ability to establish new collaborations, licensing or other arrangements and the financial terms of such agreements;

•the number and characteristics of any future product candidates we pursue;

•the costs involved with being a public company;

•the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patents, including litigation costs and the outcome of such litigation;

•the cost, timing and outcome of any future litigation; and

•the timing, receipt and amount from the sales of, or royalties on, any future products.

Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of stock offerings, debt financings, strategic alliances, collaborations and licensing arrangements. We do not expect to achieve revenue from product sales prior to the use of all the net proceeds from our public and private offerings to date. We do not have any committed external source of funds. Additional funds may not be available on acceptable terms, if at all. To the extent that we raise additional capital through the sale of equity securities, the ownership interest of our stockholders will be diluted and it may be on terms that are not favorable to us or our stockholders. Sales of equity securities will also be more difficult for at least the foreseeable future because of general volatility in the equity markets for companies like us. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt or other terms that are not favorable to us or our stockholders. Also, the cost of debt financing has increased due to the rise in interest rates over the past few years. If we raise additional funds through collaborations and licensing arrangements with third parties, we would expect to relinquish substantial rights to our technologies or our future products, or grant licenses on terms that may not be favorable to us. If we were to complete a merger, or other business combination, we may relinquish all control over the organization and could experience detrimental tax effects. If we are unable to raise adequate funds, we may have to curtail our product development programs and liquidate some or all of our assets. Any of these factors could harm our operating results and could result in substantial declines in the trading price of our common stock.

As of September 30, 2024, we had cash and cash equivalents of approximately $59.1 million.

Cash Flows

The following table shows a summary of our cash flows for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024		2023
(in thousands)	(unaudited)
Cash (used in) provided by:
Operating activities	$	(61,803)	$	(56,801)
Investing activities	(261)		9,627
Financing activities	74,464		429

Operating activities

During the nine months ended September 30, 2024, operating activities used $61.8 million of cash. The use of cash primarily resulted from (i) our net loss of $75.3 million adjusted for non-cash charges of $6.6 million related to stock-based compensation and depreciation and amortization, $4.8 million related to a change in the fair value of the tranche rights, $1.7 million for fees expensed as part of the January 2024 financing and (ii) a net increase in operating assets and liabilities of $0.5 million. Changes in our operating assets and liabilities during the nine months ended September 30, 2024 consisted primarily of (i) a $1.5 million increase in our other current assets and prepaid expenses and (ii) a decrease of $1.0 million in our other current liabilities.

During the nine months ended September 30, 2023, operating activities used $56.8 million of cash. The use of cash primarily resulted from (i) our net loss of $72.0 million adjusted for non-cash charges of $6.3 million related to $0.7 million for an unrealized foreign currency loss and $5.6 million related to stock-based compensation and depreciation and amortization and a $9.0 million net increase in operating assets and liabilities. Changes in our operating assets and liabilities during the nine months ended September 30, 2023 consisted primarily of (i) a $3.9 million increase in our other current assets and prepaid expenses and (ii) an increase of $5.1 million in our other current liabilities.

Investing activities

During the nine months ended September 30, 2024, net investing activities used $0.3 million due to the purchase of property and equipment.

During the nine months ended September 30, 2023, net investing activities provided $9.6 million of cash, primarily due to the sale of $9.8 million of time deposits partially offset by the purchase of $169,000 of property and equipment.

Financing Activities

Net cash provided by financing activities was $74.4 million during the nine months ended September 30, 2024 primarily

consisting of net cash proceeds from the January 2024 Financing and $0.2 million of net proceeds from sale of common stock through our At The Market Sales Agreement.

Net cash provided by financing activities was $0.4 million during the nine months ended September 30, 2023 consisting primarily of net cash proceeds from the sale of common stock under our 2020 ATM facility.

Off-Balance Sheet Arrangements

Through September 30, 2024, we have not entered into and did not have any relationships with unconsolidated entities or financial collaborations, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purpose.

Contractual Obligations

Maturities of the operating lease obligation are as follows as of September 30, 2024:


2024	$	275,000
2025		433,000
2026		78,000
2027		82,000
2028		79,000
Thereafter		—
Total		947,000
Interest		(48,000)
Present Value of obligation	$	899,000

As of September 30, 2024, we have non-cancelable contractual obligations under certain agreements related to our development programs IMU-838, IMU-935 and IMU-856 totaling approximately $3.2 million, all of which is expected to be paid in 2024 and 2025.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. We have reviewed these critical accounting policies and related disclosures with the Audit Committee of our Board.

During the first three months of 2024, we updated our warrants and tranche rights accounting policy which is described along with our other significant accounting policies in more detail in (i) Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report and (ii) Note 2 to our audited consolidated financial statements for the years ended December 31, 2023 and 2022 filed in our Annual Report on Form 10-K on February 22, 2024.

Recently Issued Accounting Standards

There are no recently issued accounting standards that would have a significant impact on the company's consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

We had cash and cash equivalents of $59.1 million as of September 30, 2024, which were held for working capital purposes. We do not enter into investments for trading or speculative purposes. We do not believe that we have any material exposure to changes in the fair value of these investments as a result of changes in interest rates due to their short-term nature. Decreases or increases in interest rates, however, will reduce or increase future investment income, respectively, to the extent we have funds available for investment.

Foreign Currency Exchange Risk

Our primary research and development operations are conducted in our facilities in Germany. We have entered into and may continue to enter into international agreements, primarily related to our clinical studies. Accordingly, we have exposure to foreign currency exchange rates and fluctuations between the U.S. dollar and foreign currencies, primarily the Euro and the Australian dollar, which could adversely affect our financial results, including income and losses as well as assets and liabilities. To date, we have not entered into, and do not have any current plans to enter into, any foreign currency hedging transactions or derivative financial transactions. Our exposure to foreign currency risk will fluctuate in future periods as our research and clinical development activities in Europe and Australia change. We currently maintain a significant amount of our assets outside of the U.S.

The functional currencies of our foreign subsidiaries are the applicable local currencies. Accordingly, the effects of exchange rate fluctuations on the net assets of these operations are accounted for as translation gains or losses in accumulated other comprehensive income (loss) within stockholders’ equity. Foreign currency transaction gains and losses related to long-term intercompany loans that are payable in the foreseeable future are recorded in Other Income (Expense). Our German subsidiary is currently a significant portion of our business and, accordingly, a change of 10% in the currency exchange rates, primarily the Euro, could have a material impact on our financial position or results of operations.

Although operating in local currencies may limit the impact of currency rate fluctuations on the results of operations of our German and Australian subsidiaries, rate fluctuations may impact the consolidated financial position as the assets and liabilities of our foreign operations are translated into U.S. dollars in preparing our condensed consolidated balance sheets. As of September 30, 2024, our German and Australian subsidiaries had net current liabilities (defined as current assets less current liabilities), subject to foreign currency translation risk, of $0.5 million. An increase of approximately $50,000 in net current liabilities would result as of September 30, 2024, from a hypothetical 10% adverse change in quoted foreign currency exchange rates, primarily due to the Euro. In addition, a 10% change in the foreign currency exchange rates for the nine months ended September 30, 2024 would have impacted our net loss by approximately $5.8 million, primarily due to the Euro.

Effects of Inflation

We have experienced a general increase in costs as a result of global inflation, however, we do not believe that inflation and changing prices had a material impact on our results of operations for any periods presented herein.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out, under the supervision of and with the participation of our management, including our Chief Executive Officer and our Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15 (e)) under the Securities Exchange Act of 1934, as amended ("the Exchange Act"), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports we file or submit under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the nine months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any litigation, nor are we aware of any pending or threatened litigation against us, that we believe would materially affect our business, operating results, financial condition or cash flows. Our industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, we may be involved in various legal proceedings from time to time.

Item 1A. Risk Factors

You should carefully consider the risk factors included in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024 and the other information in this Report, including the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. If any of the events described in our Annual Report, and the following risk factor and the risks described in our Form 10-K and elsewhere in this Report occur, our business, operating results and financial condition could be seriously harmed. This Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described in our Annual Report and elsewhere in this Report.

Clinical failure can occur at any stage of clinical development. because the results of earlier clinical trials are not necessarily predictive of future results, any product candidate we advance through clinical trials may not have favorable results in later clinical trials or receive marketing approval.

Clinical failure can occur at any stage of clinical development. The results of preclinical studies and early clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials.

A number of pharmaceutical companies have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. Clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical or preclinical testing. For example, we announced in October 2022 the analysis of interim group-level data of our Phase 1b clinical trial of IMU-935 in patients with moderate-to-severe psoriasis did not separate from placebo. Following this announcement, our stock price declined significantly, which caused us to record a full impairment of our goodwill in the quarter ended December 31, 2022. Data obtained from trials are susceptible to varying interpretations, and regulators may not interpret our data as favorably as we do, which may delay, limit or prevent marketing approval of our product candidates. In addition, the design of a clinical trial can determine whether its results will support approval of a product, or approval of a product for desired indications, and flaws or shortcomings in the design of a clinical trial may not become apparent until the clinical trial is well advanced. We have limited experience in designing clinical trials and may be unable to properly design and execute a clinical trial to support marketing approval for our desired indications. Further, clinical trials of product candidates often reveal that it is not practical or feasible to continue development efforts. If one of our product candidates is found to be unsafe or lack efficacy, we will not be able to obtain marketing approval for such product candidate and our business would be harmed. If the results of our clinical trials of our product candidates do not achieve pre-specified endpoints, we are unable to provide primary or secondary endpoint measurements deemed acceptable by the FDA or comparable foreign regulators, or we are unable to demonstrate an acceptable level of safety relative to the efficacy associated with our proposed indications, the prospects for approval of our product candidates would be materially and adversely affected. A number of companies in the pharmaceutical industry, including those with greater resources and experience than we, have suffered significant setbacks in Phase 2 and Phase 3 clinical trials, even after seeing promising results in earlier clinical trials.

In October 2024, an independent data monitoring committee, or IDMC, conducted a non-binding, interim futility analysis of our phase IMU-838 3 ENSURE program for the treatment of RMS and reported that the trials are not futile and should continue as planned. In addition, the IDMC recommended that we continue the trials without any adjustment to the sample sizes of each trial. There can be no assurances that the observations made at the interim regarding futility will be consistent with the final study results for various reasons, including that the final study results based upon the full sample size may not be consistent with the results achieved by the limited sample size used to conduct the interim analysis and the current sample size of approximately 1,050 adult patients with active RMS patients for each trial may not be sufficiently large to demonstrate efficacy.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Not applicable.

(b) Not applicable.

During the quarter ended September 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K promulgated by the SEC).

Item 6. Exhibits

EXHIBITS

Incorporated by Reference

Exhibit

Number

Exhibit Title

Form

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation.

8-K

3.1

July 17, 2019

3.2

Third Amended and Restated Bylaws.

8-K

3.1

July 17, 2019

3.3

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Immunic, Inc.

8-K

3.1

March 8, 2024

4.1

2019 Omnibus Equity Incentive Plan, as amended,

S-8

4.2

August 21, 2023

4.2+

Amended and Restated 2021 Employee Stock Purchase Plan.

S-8

10.3

July 28, 2021

4.4

Form of Pre-Funded Warrant

8-K

4.1

January 4, 2024

10.1

Addendum No. 6 , dated August 29 , 2024 , to Employment Agreement, dated April 17, 2020, between Immunic, Inc. and Duane Nash.

8-K

10.1

September 3, 2024

10.2

Employment Agreement, dated December 18, 2023, between Immunic, Inc. and Dr. Andreas Muehler.

8-K

10.3

December 18, 2023

10.3

Fifth Addendum, dated December 18, 2023, to Service Agreement between Immunic AG and Dr. Daniel Vitt.

8-K

10.1

December 18, 2023

10.4

Fifth Addendum, dated December 18, 2023, to Service Agreement between Immunic AG and Dr. Andreas Muehler.

8-K

10.2

December 18, 2023

10.5

Fifth Addendum, dated December 18, 2023, to Service Agreement between Immunic AG and Dr. Hella Kohlhof.

8-K

10.4

December 18, 2023

10.6

Securities Purchase Agreement, dated January 4, 2024, by and among the Company and the Investors.

8-K

10.1

January 4, 2024

10.7

Form of Indemnification Agreement.

8-K

10.4

July 17, 2019

10.8

Service Agreement, dated August 22, 2016, between Immunic AG and Dr. Andreas Muehler.

10-K

10.5

February 23, 2023

10.9

Service Agreement, dated September 29, 2016, between Immunic AG and Daniel Vitt.

10-K

10.6

February 23, 2023

10.10

Employment Agreement between Dr. Daniel Vitt and Immunic AG.

8-K

10.5

July 17, 2019

10.11

Employment Agreement, dated September 4, 2019, between Immunic, Inc. and Dr. Andreas Muehler.

8-K

99.3

September 5, 2019

10.12

Employment Agreement dated April 17, 2020, between Immunic, Inc. and Duane Nash.

8-K

10.2

April 20, 2020

10.13

Employment Agreement, dated June 10, 2021 between Immunic, Inc. and Dr. Andreas Muehler

8-K

10.3

June 10, 2021

10.14

Employment Agreement, dated June 10, 2021 between Immunic, Inc. and Glenn Whaley

8-K

10.4

June 10, 2021

10.15

Employment Agreement, dated October 14, 2021, between Immunic, Inc. and Patrick Walsh

8-K

10.1

October 14, 2021

10.16*+

Employee Agreement, dated July 9, 2024, between Immunic, Inc. and Jason Tardio

24.1

Power of Attorney (included on the signature page).

31.1*

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Database.

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

104*

Cover Page Interactive Data File


+			Indicates a management contract or compensatory plan or arrangement.
*			Filed herewith
**			In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IMMUNIC, INC.

Date: November 7, 2024 By: /s/ Daniel Vitt

Daniel Vitt

Chief Executive Officer and President

US_ACTIVE127388755V-1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated July 22, 2024 and effective as of July 9, 2024 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and Jason Tardio (the “Employee”). WHEREAS, the Company has appointed the Employee to be an officer of the Company effective as of July 9, 2024; WHEREAS, the Employee will begin to serve pursuant to the terms of this Agreement on July 12, 2024; WHEREAS, the Company desires that the Employee joins the Company to serve in the capacity of Chief Operating Officer and President of the Company, and the Employee has agreed to serve in such position in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Employee hereby agree as follows: 1. Certain Definitions. The following terms, as used herein, have the following meanings: (a) “Cause” means one or more of the following: (i) the Employee’s willful failure to perform his duties hereunder or the lawful directives of the Company’s Board of Directors or nominees thereof (other than as a result of illness or injury), (ii) the conviction of, or plea of nolo contendere by, the Employee to, a felony or a crime involving moral turpitude, (iii) the Employee’s commission of any willful acts of personal dishonesty in connection with his responsibilities as an employee of the Company that could reasonably be expected to materially impair or damage the property, goodwill, reputation, business or finances of the Company, (iv) the Employee’s willful and material violation of the Company’s policies regarding ethics or conduct (including sexual harassment and other similar policies) that could reasonably be expected to impair or damage the property, goodwill, reputation, business or finances of the Company or its affiliates or (v) the Employee’s breach of his obligations under the Confidentiality Agreement. (b) “Change of Control” means the occurrence of any of the following events: (i) a change in the ownership of the Company which occurs on the date that any one person or entity, or more than one person or entity acting as a group (collectively, a “Person” for purposes of this definition), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; (ii) a change in the effective control of the Company which occurs on the date that a majority of members of the Company’s Board of Directors is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date of the appointment or election; or (iii) change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company

2 US_ACTIVE127388755V-1 immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 1(b)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, or (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company. For purposes of this Section 1(b)(iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change of Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. (c) “Change of Control Period” means the twelve (12) month period following a Change of Control. (d) “Date of Termination” means the date specified in a written notice of termination delivered pursuant to Section 6, or the Employee’s last date as an active employee of the Company before a termination of employment due to his death or Non-Renewal. (e) “Disabled” or “Disability” means a mental or physical condition that renders the Employee substantially incapable of performing his duties and obligations under this Agreement, after taking into account provisions for reasonable accommodation, as determined by a medical doctor (such doctor to be mutually determined in good faith by the parties) for four (4) or more consecutive months or for a total of four (4) months during any twelve (12) consecutive months. (f) “Good Reason” means, unless the Employee has consented in writing thereto, the occurrence of any of the following: (i) the assignment to the Employee of any duties materially inconsistent with the Employee’s position, including any change in status, title, authority, duties or responsibilities or any other action which results in a material diminution in such status, title, authority, duties or responsibilities, (ii) a material reduction in the Employee’s Base Salary by the Company or (iii) the relocation of the Employee’s office to a location more than fifty (50) miles from his current residence in Massachusetts. 2. Term of Employment. The terms and conditions set forth in this Agreement will comence on the Effective Date and end on the earlier of: (a) December 31, 2024 (subject to extension as provided in the following sentence) and (b) the Employee’s Date of Termination (such period, including any extension as provided below, shall be referred to as the “Term of Employment”). This Agreement and the Term of Employment shall be automatically extended for successive additional one (1)-year terms, unless either party provides written notice of non- renewal at least ninety (90) days before the end of then-current Term of Employment. The

3 US_ACTIVE127388755V-1 Employee agrees to sign all documentation evidencing the foregoing as may be presented to the Employee for signature by the Company. 3. Employee’s Duties and Obligations. (a) Duties. The Employee shall serve as the Chief Operating Officer and President. The Employee shall be responsible for all duties customarily associated with the Chief Operating Officer and President of a publicly-traded company. The Employee shall report to the Chief Executive Officer of the Company and shall be subject to reasonable policies established by such Chief Executive Officer. (b) Location of Employment. It is understood that Employee will be working predominantly out of his home office in Massachsusetts unless the Employee and the Company agree to an alternative arrangement. In addition, the Employee acknowledges and agrees that the performance by the Employee of the Employee’s duties shall require travel including, without limitation, overseas travel from time to time. (c) Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement. In consideration of the covenants contained herein, the Employee has executed and agrees to be bound by the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement (the “Confidentiality Agreement”) attached to this Agreement as Exhibit A. The Employee shall comply at all times with the covenants (including covenants not to compete or solicit employees, consultants and independent contractors) and other terms and conditions of the Confidentiality Agreement and all other reasonable policies of the Company governing its confidential and proprietary information. The Employee’s obligations under the Confidentiality Agreement shall survive the Term of Employment. 4. Devotion of Time to the Company’s Business. During the Term of Employment, the Employee shall devote substantially all of his business time, attention and effort to the affairs of the Company, excluding any periods of disability, vacation, or sick leave to which the Employee is entitled, and shall use his reasonable best efforts to perform the duties properly assigned to him hereunder and to promote the interests of the Company. 5. Compensation and Benefits. (a) Signing Bonus. The Company shall pay to the Employee a cash bonusof sixty-thousand dollars ($60,000) within one month of the Effective Date. In addition, and provided that the Employee is an employee of the Company in good standing on January 12, 2025, the Company shall pay to the Employee an additional cash bonusof sixty-thousand dollars ($60,000) after January 12, 2025. (b) Base Salary. The Company shall pay to the Employee in accordance with its normal payroll practices (but not less frequently than monthly) an annual salary at a rate of five hundred thousand dollars ($500,000) per annum (“Base Salary”). The Employee’s Base Salary shall be reviewed annually for the purpose of determining increases, if any, based on the Employee’s performance, the performance of the Company, then prevailing salary scales for comparable positions, inflation and other relevant factors. Effective as of the date of any increase in the Employee’s Base Salary, Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any

4 US_ACTIVE127388755V-1 increase in Base Salary shall not limit or reduce any other obligation of the Company to the Employee under this Agreement. (c) Annual Bonus. During the Term of Employment, the Employee shall be eligible to receive an annual cash incentive award (“Annual Bonus”) pursuant to the bonus plan then in effect for Employee employees of the Company (the “Bonus Plan”). All Annual Bonuses are subject to the terms and conditions of then-current Bonus Plan adopted by the Company. If the Employee achieves his target performance goals for a fiscal year, which goals shall be determined by the Compensation Committee of the Company’s Board of Directors (the“Compensation Committee”) on an annual or more frequent basis, the Annual Bonus shall be not less than forty percent (40%) of the Employee’s Base Salary. To be eligible to receive an Annual Bonus, or any portion thereof, the Employee must be actively employed by the Company at the time the Annual Bonus, if any, is paid, except as otherwise provided below. (d) Equity Awards. The Employee has been granted stock option equity awards under the Immunic, Inc. 2019 Omnibus Equity Incentive Plan (the “Equity Plan”). From time to time, the Employee may receive additional equity incentive awards under the Equity Plan (or under any other equity incentive plan adopted by the Company to supplement or succeed the Equity Plan). All such awards are referred to herein as the “Equity Awards.” (e) Benefits. During the Term of Employment, the Employee shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company’s senior employees or to other full-time employees on substantially the same basis that such benefits are provided to such senior Employees of a similar level or to other full-time employees. (f) Vacations. During the Term of Employment, the Employee shall be entitled to twenty (20) days paid vacation per year, or such greater amount as may be earned under the Company’s standard vacation policy. (g) Reimbursement of Expenses. During the Term of Employment, the Employee shall be entitled to receive prompt reimbursement for all reasonable business-related or employment-related expenses incurred by the Employee upon the receipt by the Company of reasonable documentation in accordance with standard practices, policies and procedures applicable to other senior Employees of the Company. 6. Termination of Employment. The Term of Employment shall be automatically terminated upon the first to occur of the following: (a) Death. The Employee’s employment shall terminate immediately upon the Employee’s death. (b) Disability. If the Employee is Disabled, either party may terminate the Employee’s employment due to such Disability upon delivery of written notice to the other party. The effective date of such termination of employment will be the Date of Termination set forth in such written notice or immediately upon delivery of such written notice if no effective date is specified in the written notice. For avoidance of doubt, if the Employee’s employment is terminated pursuant to this Section 6(b), his employment will not constitute a termination of employment by the Company without Cause or by the Employee for Good Reason.

5 US_ACTIVE127388755V-1 (c) Termination by the Employee Without Good Reason. The Employee may terminate his employment for any reason other than Good Reason upon his delivery of written notice to the Company at least thirty (30) days prior to his Date of Termination. (d) Termination by the Employee for Good Reason. The Employee may terminate his employment for Good Reason if (i) not later than ninety (90) days after the occurrence of any act or omission that constitutes Good Reason, the Employee provides the Company with a written notice setting forth in reasonable detail the acts or omissions that constitute Good Reason, (ii) the Company fails to correct or cure the acts or omissions within thirty (30) days after it receives such written notice, and (iii) the Employee terminates his employment with the Company after the expiration of such cure period but not later than thirty (30) days after the expiration of such cure period. (e) Termination by the Company Without Cause. The Company may terminate the Employee’s employment without Cause upon delivery of written notice to the Employee at least thirty (30) days prior to his Date of Termination. (f) Termination Upon Non-Renewal. Unless otherwise agreed to by the parties, the Employee’s employment shall terminate on the last day of then-current Term of Employment if either the Company or the Employee provides the other party with a written notice of non-renewal of this Agreement in accordance with Section 2 and the parties do not enter into a new employment agreement prior to the expiration of this Agreement (“Non- Renewal”). (g) Termination by the Company for Cause. Upon the occurrence of any act or omission that constitutes Cause, the Company may terminate the Employee’s employment upon delivery of written notice to the Employee at least fifteen (15) days prior to his Date of Termination, unless the Employee cures, if curable, such acts or omissions constituting Cause to the satisfaction of the Company prior to the expiration of such period. 7. Compensation and Benefits Payable Upon of Termination of Employment Unrelated to a Change of Control. (a) Payment of Accrued But Unpaid Compensation and Benefits. Upon the Employee’s termination of employment for any reason outside of the Change of Control Period, the Employee (or his Beneficiary following the Employee’s death) shall receive (i) a lump sum payment on the Date of Termination in an amount equal to the sum of the Employee’s earned but unpaid Base Salary through his Date of Termination plus his accrued but unused vacation days at the Employee’s Base Salary in effect as of his Date of Termination; plus (ii) any other benefits or rights the Employee has accrued or earned through his Date of Termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company. Except as provided in Section 7(b) or Section 7(c) below or as expressly provided pursuant to the terms of any employee benefit plan, the Employee will not be entitled to earn or accrue any additional compensation or benefits for any period following his Date of Termination. (b) Termination of Employment Due to Death or Disability. In addition to the compensation and benefits payable under Section 7(a) above, if the Employee’s employment is terminated due to his death or Disability outside of the Change of Control Period, the Employee (or his Beneficiary following the Employee’s death) shall receive:

6 US_ACTIVE127388755V-1 (i) the Employee’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination payable at the same time annual bonuses for such fiscal year are paid to other key Employees of the Company pursuant to the terms of the Bonus Plan; (ii) fifty percent (50%) of the Employee’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; and (iii) reimbursement of the COBRA premiums, if any, paid by the Employee’s spouse and dependents for continuation coverage for the Employee’s spouse and dependents under the Company’s group health, dental and vision plans for a six (6) month period from the Date of Termination. (c) Termination of Employment by the Company Without Cause, by the Employee for Good Reason or Upon Non-Renewal by the Company. In addition to the compensation and benefits payable under Section 7(a) above, if the Employee’s employment is terminated by the Company without Cause, by the Employee for Good Reason or upon Non- Renewal where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination occurs outside of the Change of Control Period, and the Employee returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Employee’s Date of Termination in accordance with Section 10, the Employee (or his Beneficiary following the Employee’s death) shall receive: (i) the Employee’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination payable at the same time annual bonuses for such fiscal year are paid to other key Employees of the Company pursuant to the terms of the Bonus Plan; (ii) fifty percent (50%) of the Employee’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (iii) a severance payment payable in a single lump sum within five (5) business days after the Employee’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to twelve (12) months of Base Salary; and (iv) reimbursement of the COBRA premiums, if any, paid by the Employee for continuation coverage for the Employee, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination. Notwithstanding the foregoing, if the Employee materially breaches this Agreement or the Employee’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as of the date of the breach and the Employee shall be entitled to no further payments hereunder. 8. Termination of Employment by the Company Without Cause, by the Employee for Good Reason or Upon Non-Renewal by the Company in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a) above, if the Employee’s employment is terminated by the Company without Cause, by the Employee for Good Reason or upon Non-Renewal where it is the Company that provided written notice of

7 US_ACTIVE127388755V-1 non-renewal of this Agreement in accordance with Section 2, and such termination occurs during the Change of Control Period, and the Employee returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Employee’s Date of Termination in accordance with Section 10, the Employee (or his Beneficiary following the Employee’s death) shall receive: (a) a single lump sum within five (5) business days after the Employee’s Release becomes final, binding and irrevocable in accordance with Section 10, equal to the Employee’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination; (b) a single lump sum within five (5) business days after the Employee’s Release becomes final, binding and irrevocable in accordance with Section 10, equal one hundred percent (100%) of Employee’s target bonus as in effect for the fiscal year in which Employee’s termination of employment occurs; provided that, for avoidance of doubt, the amount paid to Employee pursuant to this Section 8(b) will not be prorated based on the actual amount of time Employee is employed by the Company during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs; (c) one hundred percent (100%) of the Employee’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (d) a severance payment payable in a single lump sum within five (5) business days after the Employee’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to twelve (12) months of Base Salary; and (e) reimbursement of the COBRA premiums, if any, paid by the Employee for continuation coverage for the Employee, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination. 9. Terminations Within Sixty (60) Days Prior to a Change of Control. If (a) the Employee incurred a termination prior to a Change of Control that qualifies Employee for severance payments under Section 7(c) and (b) a Change of Control occurs within sixty (60) days following Employee’s termination of employment, then upon the Change of Control, the Employee shall be entitled to a lump-sum payment of the amount calculated under this Section 8, less amounts already paid under Section 7(c), subject to compliance with Section 10. 10. Release. As a condition of receiving the compensation and benefits described in Section 7(c) or Section 8, the Employee must execute a release of any and all claims arising out of the Employee’s employment with the Company or the Employee’s separation from such employment (including, without limitation, claims relating to age, disability, sex or race discrimination to the extent permitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee benefit plan, (ii) any right to exercise Equity Awards that are vested on the Date of Termination pursuant to the terms of such Equity Awards (as modified by the Employment Agreement), (iii) claims based on breach of the Company’s obligations to pay the compensation and benefits described in Section 5 and Section 7(a), Section 7(c) or Section 8 of this Employment Agreement, (iv) claims arising under the Age Discrimination in Employment Act after the date the Employee signs such release, and (v) any right to indemnification by the Company or to coverage under

8 US_ACTIVE127388755V-1 directors and officers liability insurance to which the Employee is otherwise entitled in accordance with this Agreement and the Company’s articles of incorporation or by laws or other agreement between the Employee and the Company (the “Release”). Such Release shall be in a form tendered to the Employee by the Company within five (5) business days following the termination of the Employee’s employment by the Company without Cause or by the Employee for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act, and shall be substantially in the form of release attached as Exhibit B. The compensation and benefits described in Section 7(c) or Section 8 will not be paid to the Employee if the Employee fails to execute the Release within the time frame specified in such Release, if the Employee revokes the Release within the applicable revocation period set forth in such Release or if the revocation period expires more than sixty (60) days following the Employee’s Date of Termination. 11. Excess Parachute Excise Tax. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (including any acceleration) by the Company or any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”) to or for the benefit of the Employee (whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 11) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Employee (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company will automatically reduce such Payments to the extent, but only to the extent, necessary so that no portion of the remaining Payments will be subject to the Excise Tax, unless the amount of such Payments that the Employee would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Employee would retain after payment of all applicable Federal, state and local taxes after applying such reduction. Unless otherwise elected by the Employee, to the extent permitted under Code Section 409A, such reduction shall first be applied to any severance payments payable to the Employee under this Agreement, then to the accelerated vesting on any Equity Awards. (b) All determinations required to be made under this Section 11, including the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Employee as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by either the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion to such effect. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. 12. Legal Fees. Each party shall be responsible for its own legal fees and expenses in connection with any claim or dispute relating to this Agreement.

9 US_ACTIVE127388755V-1 13. Beneficiary. If the Employee dies prior to receiving all of the amounts payable to him in accordance with the terms of this Agreement, such amounts shall be paid to one or more beneficiaries (each, a “Beneficiary”) designated by the Employee in writing to the Company during his lifetime, or if no such Beneficiary is designated, to the Employee’s estate. Such payments shall be made in accordance with the terms of this Agreement. The Employee, without the consent of any prior Beneficiary, may change his designation of Beneficiary or Beneficiaries at any time or from time to time by a submitting to the Company a new designation in writing. 14. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, email or mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Company: Immunic, Inc. c/o Immunic AG Lochhamer Schlag 21 82166 Gräfelfing, Germany Attn: Chief Executive Officer Email: daniel.vitt@imux.com If to the Employee: To the address on file with the records of the Company. Addresses may be changed by written notice sent to the other party at the last recorded address of that party. 15. Withholding. The Company shall be entitled to withhold from payments due hereunder any required federal, state or local withholding or other taxes. 16. Arbitration. (a) If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement or any dispute or claim between the Employee and the Company or its officers, directors, agents, or employees (a “Dispute”), then either party may require the matter to be settled by final and binding arbitration by sending written notice of such election to the other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms and conditions of this Section 16. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm or to enforce the terms of the Confidentiality Agreement. (b) The Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, and specific performance giving effect to the decision of the arbitrator may be ordered by any court of competent jurisdiction.

10 US_ACTIVE127388755V-1 (c) Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance with this Agreement, and any such party need not comply with the procedural provisions of this Section 16 in order to assert such counterclaim(s). (d) The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in New York or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted pursuant to the Employment Arbitration Rules of the AAA as in effect at the time of the arbitration hearing, such arbitration to be completed in a sixty (60)-day period. In addition, the following rules and procedures shall apply to the arbitration: (e) The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration as required by this Section 16. (f) The decision of the arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award rendered by the arbitrator may be entered by any competent court. Each party submits itself to the jurisdiction of any such court, but only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder. (g) The arbitrator shall have the power to grant all legal and equitable remedies (including, without limitation, specific performance) and award compensatory and punitive damages if authorized by applicable law. (h) Except as otherwise provided in Section 12 or by law, the parties shall bear their own costs in preparing for and participating in the resolution of any Dispute pursuant to this Section 16, and the costs of the arbitrator(s) shall be equally divided between the parties. (i) Except as provided in the last sentence of Section 16(a), the provisions of this Section 16 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 16 shall pay the costs of the other party, including, without limitation, reasonable attorney’s fees and defense costs. 17. Recoupment. (a) Policy. Any incentive-based compensation received by the Employee including Annual Bonus and Equity Awards, whether pursuant to this Agreement or otherwise, that is granted, earned or vested based in any part on attainment of a financial reporting measure, shall be subject to the terms and conditions of the Company’s Claw Back Compensation Policy (the “Recoupment Policy”), and any other policy of recoupment of compensation as shall be adopted from time to time by the Company’s Board of Directors or the Compensation Committee as it deems necessary or appropriate to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 304 of the Sarbanes-Oxley Act of 2002, and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards

11 US_ACTIVE127388755V-1 of a national securities exchange adopted in accordance with any of the foregoing. The terms and conditions of the Recoupment Policy, including any changes to the Recoupment Policy adopted from time to time by the Company, are hereby incorporated by reference into this Agreement. (b) Non-Indemnification and Advancement for Recoupment. The Company shall not be obligated to indemnify or advance funds to the Employee for any payment or reimbursement by the Employee to the Company of any bonus or other incentive- based or equity-based compensation previously received by the Employee or payment of any profits realized by the Employee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934 or under the rules of the stock exchange on which the common stock of the Company is listed (including any such payments or reimbursements under Section 304 and 306 of the Sarbanes-Oxley Act of 2002, or pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing). 18. Miscellaneous (a) Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of New York without regard to the application of choice of law rules. (b) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other prior agreements, promises, understandings and representations regarding the Employee’s employment, compensation, severance or other payments contingent upon the Employee’s termination of employment, whether written or otherwise. (c) Amendments. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties hereto. (d) Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provisions shall be construed, if possible, so as to be enforceable under applicable law, or such provisions shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the beneficiaries, heirs and representatives of the Employee (including the Beneficiary) and the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or substantially all of its assets, by agreement in form and substance satisfactory to the Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. Regardless whether such agreement is executed, this Agreement shall be binding upon any successor of the Company in accordance with the operation of law and such successor shall be deemed the Company for purposes of this Agreement.

12 US_ACTIVE127388755V-1 (f) Successors and Assigns; Non-alienation of Benefits. Except as provided in Section 18(e) in the case of the Company, or to the Beneficiary in the case of the death of the Employee, this Agreement is not assignable by any party. Compensation and benefits payable to the Employee under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Employee or a Beneficiary, as applicable, and any such attempt to dispose of any right to benefits payable hereunder shall be void and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge. (g) Remedies Cumulative; No Waiver. No remedy conferred upon either party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by either party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in such party’s sole discretion. (h) Survivorship. Notwithstanding anything in this Agreement to the contrary, all terms and provisions of this Agreement that by their nature extend beyond the Date of Termination shall survive termination of this Agreement. (i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one document. 19. No Contract of Employment. Nothing contained in this Agreement will be construed as a right of the Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge the Employee with or without Cause. 20. Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Employee’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in this Agreement to the contrary, if the Employee is deemed on the date of the Employee’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Employee’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Employee prior

13 US_ACTIVE127388755V-1 to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s separation from service, and (ii) the date of the Employee’s death. On the first day of the seventh (7th) month following the date of the Employee’s separation from service or, if earlier, on the date of the Employee’s death, all payments delayed pursuant to this Section 20 shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due to the Employee under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Employee for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Employee provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A. 21. Employee Acknowledgement. The Employee hereby acknowledges that the Employee has read and understands the provisions of this Agreement, that the Employee has been given the opportunity for the Employee’s legal counsel to review this Agreement, that the provisions of this Agreement are reasonable and that the Employee has received a copy of this Agreement. [SIGNATURE PAGE FOLLOWS]

US_ACTIVE127388755V-1 IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be executed as of the 22nd day of July 20244. IMMUNIC, INC. By: /s/ Daniel Vitt Name: Daniel Vitt Title: Chief Executive Officer EMPLOYEE /s/ Jason Tardio Jason Tardio

US_ACTIVE127388755V-1 EXHIBIT A CONFIDENTIAL INFORMATION, ASSIGNMENT OF RIGHTS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT [SEE ATTACHED]

US_ACTIVE127388755V-1 EXHIBIT B WAIVER AND RELEASE This is a Waiver and Release (“Release”) between Jason Tardio (“Employee”) and Immunic, Inc. (the “Company”). The Company and the Employee agree that they have entered into this Release voluntarily, and that it is intended to be a legally binding commitment between them. In consideration for and contingent upon the Employee’s right to receive the benefits described in the Employment Agreement between the Company and the Employee (the “Employment Agreement”) and this Release, the Employee hereby agrees as follows: (a) General Waiver and Release. Except as provided in Paragraph (e) below, the Employee and any person acting through or under the Employee hereby release, waive and forever discharge the Company, its past and present subsidiaries and affiliates, and their respective successors and assigns, and their respective past and present officers, trustees, directors, shareholders, Employees and agents of each of them, from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys’ fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a “Claim”), arising or which could have arisen up to and including the date of his execution of this Release, including without limitation those arising out of or relating to the Employee’s employment or cessation and termination of employment, or any other written or oral agreement, any change in the Employee’s employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge (including any Claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or Employee order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by the Employee against the Company or its subsidiaries and affiliates in any legal, administrative or other proceeding. the Employee agrees that if any action is brought in his name before any court or administrative body, the Employee will not accept any payment of monies in connection therewith. (b) Miscellaneous. the Employee agrees that Section 7(c) of the Employment Agreement (which is specifically incorporated herein by reference) specifies payments from the Company to himself, the total of which meets or exceeds any and all funds due him by the Company, and that he will not seek to obtain any additional funds from the Company with the exception of non-reimbursed business expenses. (This covenant does not preclude the Employee from seeking workers’ compensation, unemployment compensation, or benefit payments from the Company’s insurance carriers that could be due him.) (c) Non-Solicitation, Confidentiality and Non-Solicitation Covenants. the Employee warrants that the Employee has, and will comply fully with Section 3(c) of the Employment Agreement and the provisions of the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement by and between the Company and the Employee.

US_ACTIVE127388755V-1 (d) THE COMPANY AND THE EMPLOYEE AGREE THAT THE BENEFITS DESCRIBED IN SECTION 7(C) OF THE EMPLOYMENT AGREEMENT AS SUBJECT TO EMPLOYEE’S COMPLIANCE WITH SECTION 9 THEREOF ARE CONTINGENT UPON THE EMPLOYEE SIGNING THIS RELEASE. THE EMPLOYEE FURTHER UNDERSTANDS AND AGREES THAT IN SIGNING THIS RELEASE, EMPLOYEE IS RELEASING POTENTIAL LEGAL CLAIMS AGAINST THE COMPANY. THE EMPLOYEE UNDERSTANDS AND AGREES THAT IF HE DECIDES NOT TO SIGN THIS RELEASE, OR IF HE REVOKES THIS RELEASE, THAT HE WILL IMMEDIATELY REFUND TO THE COMPANY ANY AND ALL SEVERANCE PAYMENTS AND OTHER BENEFITS HE MAY HAVE ALREADY RECEIVED. (e) The waiver contained in Paragraph (a) and (b) above does not apply to: (i) Any claims for benefits under employee benefit plans in accordance with the terms of the applicable employee benefit plan, including the Employee’s right to elect continuation coverage under the Company’s group health, dental and/or visions plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), (ii) Any right to exercise stock options or stock appreciation rights that were vested and exercisable on the Date of Termination in accordance with the terms thereof (as modified by the Employment Agreement); (iii) Any Claim under or based on a breach of the Company’s obligations to pay the compensation and benefits described in Sections 5 or 7(a) or (c) of the Employment Agreement, (iv) Rights or Claims that may arise under the Age Discrimination in Employment Act after the date that the Employee signs this Release, and (v) Any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Employee is otherwise entitled in accordance with the Employment Agreement or the Company’s articles of incorporation or by-laws or other agreement between the Employee and the Company. (f) EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND IS VOLUNTARILY SIGNING THIS RELEASE. EMPLOYEE ALSO ACKNOWLEDGES THAT HE IS HEREBY ADVISED TO CONSULT WITH AN ATTORNEY, HE HAS BEEN GIVEN AT LEAST [21][45] DAYS TO CONSIDER THIS RELEASE BEFORE THE DEADLINE FOR SIGNING IT; [HE HAS RECEIVED A RECEIVED A WRITTEN DESCRIPTION OF THE JOB TITLES AND AGES ALL INDIVIDUALS SELECTED FOR THIS JOB ELIMINATION PROGRAM AND THE AGES OF ANY INDIVIDUALS IN THE SAME JOB CLASSIFICATIONS WHO ARE NOT SELECTED FOR THIS JOB ELIMINATION PROGRAM AS PROVIDED BY THE ADEA (SUCH DESCRIPTION ATTACHED AS EXHIBIT A HERETO)]; AND HE UNDERSTANDS THAT HE MAY REVOKE THE RELEASE WITHIN SEVEN (7) DAYS AFTER SIGNING IT. IF NOT REVOKED WITHIN SUCH PERIOD, THIS RELEASE WILL BECOME EFFECTIVE ON THE EIGHTH (8) DAY AFTER IT IS SIGNED BY EMPLOYEE.

US_ACTIVE127388755V-1 BY SIGNING BELOW, BOTH THE COMPANY AND EMPLOYEE AGREE THAT THEY UNDERSTAND AND ACCEPT EACH PART OF THIS RELEASE. Jason Tardio (Date Signed) ACCEPTED AND DATED AS OF ___________________ IMMUNIC, INC. By: Name: Title:

Exhibit 31.1

CERTIFICATIONS

I, Daniel Vitt, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Immunic, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 7, 2024	By:	/s/ Daniel Vitt
		Daniel Vitt
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Glenn Whaley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Immunic, Inc.;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 7, 2024	By:	/s/ Glenn Whaley
		Glenn Whaley
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Immunic, Inc. (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Daniel Vitt, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 7, 2024	By:	/s/ Daniel Vitt
		Daniel Vitt
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-K of Immunic, Inc. (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Glenn Whaley as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to my knowledge::

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 7, 2024	By:	/s/ Glenn Whaley
		Glenn Whaley
		Chief Financial Officer
		(Principal Financial Officer)

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-36201
Entity Registrant Name	Immunic, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	56-2358443
Entity Address, Address Line One	1200 Avenue of the Americas
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	332
Local Phone Number	255-9818
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	IMUX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		90,079,016
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001280776

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 59,071	$ 46,674
Other current assets and prepaid expenses	4,195	5,860
Total current assets	63,266	52,534
Property and equipment, net	618	466
Right-of-use assets, net	878	1,299
Total assets	64,762	54,299
Current liabilities:
Accounts payable	6,042	5,099
Accrued expenses	16,245	18,664
Other current liabilities	1,070	966
Total current liabilities	23,357	24,729
Long term liabilities
Operating lease liabilities	186	639
Total long-term liabilities	186	639
Total liabilities	23,543	25,368
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 20,000,000 authorized and no shares issued or outstanding as of September 30, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value; 500,000,000 and 130,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively, and 90,079,016 and 45,177,730 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	8	4
Additional paid-in capital	523,549	436,060
Accumulated other comprehensive income	3,886	3,759
Accumulated deficit	(486,224)	(410,892)
Total stockholders’ equity	41,219	28,931
Total liabilities and stockholders’ equity	$ 64,762	$ 54,299

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	130,000,000
Common stock, shares issued (in shares)	90,079,016	45,177,730
Common stock, shares outstanding (in shares)	90,079,016	45,177,730

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 21,370	$ 19,796	$ 58,429	$ 63,931
General and administrative	4,356	3,774	13,992	11,911
Total operating expenses	25,726	23,570	72,421	75,842
Loss from operations	(25,726)	(23,570)	(72,421)	(75,842)
Other income (expense):
Interest income	776	766	2,961	2,534
Change in fair value of the tranche rights	0	0	(4,796)	0
Other income (expense), net	582	35	(1,076)	1,268
Total other income (expense)	1,358	801	(2,911)	3,802
Net loss	$ (24,368)	$ (22,769)	$ (75,332)	$ (72,040)
Net loss per share, basic (in USD per share)	$ (0.24)	$ (0.51)	$ (0.75)	$ (1.63)
Net loss per share, diluted (in USD per share)	$ (0.24)	$ (0.51)	$ (0.75)	$ (1.63)
Weighted-average common shares outstanding, basic (in shares)	101,272,580	44,574,377	99,998,245	44,227,264
Weighted-average common shares outstanding, diluted (in shares)	101,272,580	44,574,377	99,998,245	44,227,264

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (24,368)	$ (22,769)	$ (75,332)	$ (72,040)
Other comprehensive income (loss):
Foreign currency translation	104	(77)	127	870
Total comprehensive loss	$ (24,264)	$ (22,846)	$ (75,205)	$ (71,170)

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	January2024 P I P E Transaction	At The Market Sales Agreement	Common Stock	Common Stock January2024 P I P E Transaction	Common Stock At The Market Sales Agreement	Additional Paid-In Capital	Additional Paid-In Capital January2024 P I P E Transaction	Additional Paid-In Capital At The Market Sales Agreement	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022				39,307,286
Beginning balance at Dec. 31, 2022	$ 113,684			$ 4			$ 427,925			$ 3,035	$ (317,280)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(25,272)										(25,272)
Stock-based compensation	1,979						1,979
Foreign currency translation	776									776
Shares issued from exercise of pre-funded warrants (in shares)				5,096,552
Shares issued from exercise of pre-funded warrants	51						51
Ending balance (in shares) at Mar. 31, 2023				44,403,838
Ending balance at Mar. 31, 2023	91,218			$ 4			429,955			3,811	(342,552)
Beginning balance (in shares) at Dec. 31, 2022				39,307,286
Beginning balance at Dec. 31, 2022	113,684			$ 4			427,925			3,035	(317,280)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(72,040)
Foreign currency translation	870
Ending balance (in shares) at Sep. 30, 2023				44,595,383
Ending balance at Sep. 30, 2023	48,407			$ 4			433,818			3,905	(389,320)
Beginning balance (in shares) at Mar. 31, 2023				44,403,838
Beginning balance at Mar. 31, 2023	91,218			$ 4			429,955			3,811	(342,552)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(23,999)										(23,999)
Stock-based compensation	1,798						1,798
Foreign currency translation	171									171
Shares issued in connection with the Company's Employee Stock Purchase Plan (in shares)				84,533
Shares issued in connection with the Company's Employee Stock Purchase Plan	96						96
Ending balance (in shares) at Jun. 30, 2023				44,488,371
Ending balance at Jun. 30, 2023	69,284			$ 4			431,849			3,982	(366,551)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(22,769)										(22,769)
Stock-based compensation	1,687						1,687
Foreign currency translation	(77)									(77)
Issuance of common stock (in shares)						107,012
Issuance of common stock			$ 282						$ 282
Ending balance (in shares) at Sep. 30, 2023				44,595,383
Ending balance at Sep. 30, 2023	$ 48,407			$ 4			433,818			3,905	(389,320)
Beginning balance (in shares) at Dec. 31, 2023	45,177,730			45,177,730
Beginning balance at Dec. 31, 2023	$ 28,931			$ 4			436,060			3,759	(410,892)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(29,584)										(29,584)
Stock-based compensation	2,750						2,750
Foreign currency translation	528									528
Issuance of common stock (in shares)					44,751,286	150,000
Issuance of common stock		$ 52,364	$ 191		$ 4			$ 52,360	$ 191
Conversion of tranche rights liability to equity	28,396						28,396
Ending balance (in shares) at Mar. 31, 2024				90,079,016
Ending balance at Mar. 31, 2024	$ 83,576			$ 8			519,757			4,287	(440,476)
Beginning balance (in shares) at Dec. 31, 2023	45,177,730			45,177,730
Beginning balance at Dec. 31, 2023	$ 28,931			$ 4			436,060			3,759	(410,892)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(75,332)
Foreign currency translation	$ 127
Ending balance (in shares) at Sep. 30, 2024	90,079,016			90,079,016
Ending balance at Sep. 30, 2024	$ 41,219			$ 8			523,549			3,886	(486,224)
Beginning balance (in shares) at Mar. 31, 2024				90,079,016
Beginning balance at Mar. 31, 2024	83,576			$ 8			519,757			4,287	(440,476)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(21,380)										(21,380)
Stock-based compensation	1,882						1,882
Foreign currency translation	(505)									(505)
Ending balance (in shares) at Jun. 30, 2024				90,079,016
Ending balance at Jun. 30, 2024	63,573			$ 8			521,639			3,782	(461,856)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,368)										(24,368)
Stock-based compensation	1,910						1,910
Foreign currency translation	$ 104									104
Ending balance (in shares) at Sep. 30, 2024	90,079,016			90,079,016
Ending balance at Sep. 30, 2024	$ 41,219			$ 8			$ 523,549			$ 3,886	$ (486,224)

Condensed Consolidated Statements of Stockholders’ Equity (Parenthetical)	3 Months Ended
	Mar. 31, 2024 USD ($)
January2024 P I P E Transaction
Issuance costs	$ 4,037
At The Market Sales Agreement
Issuance costs	$ 6

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (75,332)	$ (72,040)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	99	88
Unrealized foreign currency (gain) loss	(91)	712
Stock-based compensation	6,542	5,464
Change in fair value of tranche rights	4,796	0
Fees expensed as part of January 2024 Financing	1,690	0
Changes in operating assets and liabilities:
Other current assets and prepaid expenses	1,460	3,881
Accounts payable	871	(951)
Accrued expenses	(1,900)	5,961
Other liabilities	62	84
Net cash used in operating activities	(61,803)	(56,801)
Cash flows from investing activities:
Purchases of property and equipment	(261)	(169)
Sale of investments - Other	0	9,796
Net cash provided by (used in) investing activities	(261)	9,627
Cash flows from financing activities:
Proceeds from public offering of common stock through At The Market Sales Agreement, net	191	282
Proceeds from January 2024 Financing, net of issuance costs	74,273	0
Proceeds from the exercise of pre-funded warrants	0	51
Proceeds from shares issued in connection with the Company's Employee Stock Purchase Plan	0	96
Net cash provided by financing activities	74,464	429
Effect of exchange rate changes on cash and cash equivalents	(3)	(311)
Net change in cash and cash equivalents	12,397	(47,056)
Cash and cash equivalents, beginning of period	46,674	106,745
Cash and cash equivalents, end of period	59,071	59,689
Supplemental disclosure of noncash investing and financing activities:
Conversion of tranche rights liability to equity upon increase in authorized shares	28,396	0
Operating lease right-of use asset obtained in exchange for lease obligation	$ 0	$ 544

Description of Business and Basis of Financial Statements	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Description of Business and Basis of Financial Statements	Description of Business and Basis of Financial Statements Description of Business Immunic, Inc. ("Immunic" or the "Company") is a biotechnology company developing a clinical pipeline of selective oral immunology therapies focused on treating chronic inflammatory and autoimmune diseases. The Company is headquartered in New York City with its main operations in Gräfelfing near Munich, Germany. The Company had approximately 85 employees as of November 1, 2024. The Company is pursuing clinical development of orally administered, small molecule programs, each of which has unique features intended to directly address the unmet needs of patients with serious chronic inflammatory and autoimmune diseases. These include the vidofludimus calcium (IMU-838) program, which is in Phase 3 and Phase 2 clinical development for patients with relapsing and progressive multiple sclerosis (“MS”), respectively, and which has shown therapeutic activity in Phase 2 clinical trials in patients suffering from relapsing-remitting MS, progressive MS and moderate-to-severe ulcerative colitis (“UC”); the IMU-856 program, which is targeted to regenerate bowel epithelium and restore intestinal barrier function, which could potentially be applicable in numerous gastrointestinal diseases, such as celiac disease, inflammatory bowel disease and Graft-versus-Host-Disease ("GvHD"); and the IMU-381 program, which is a next generation molecule being developed to specifically address the needs of gastrointestinal diseases. The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including the failure of its clinical trials to meet their endpoints, failure to obtain regulatory approval and needing additional funding to complete the development and commercialization of the Company's three development programs. Liquidity and Financial Condition Immunic has no products approved for commercial sale and has not generated any revenue from product sales. It has never been profitable and has incurred operating losses in each year since inception in 2016. The Company has an accumulated deficit of approximately $486.2 million as of September 30, 2024 and $410.9 million as of December 31, 2023. Substantially all of Immunic's operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations. Immunic expects to incur significant expenses and increasing operating losses for the foreseeable future as it initiates and continues the development of its product candidates and adds personnel necessary to advance its pipeline of product candidates. Immunic expects that its operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of development programs. From inception through September 30, 2024, Immunic has raised net cash of approximately $430.9 million from private and public offerings of preferred stock, common stock, pre-funded warrants and tranche rights. As of September 30, 2024, the Company had cash and cash equivalents of approximately $59.1 million. With these funds, the Company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of these consolidated financial statements without raising additional capital, but such actions are not solely within the control of the Company. If the Company is unable to obtain additional capital, it would have a material adverse effect on the operations of the Company, its clinical development program, and the Company may have to cease operations altogether. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") and include the accounts of Immunic and its wholly-owned subsidiaries, Immunic AG and Immunic Australia Pty Ltd. All intercompany accounts and transactions have been eliminated in consolidation. Immunic manages its operations as a single reportable segment for the purposes of assessing performance and making operating decisions. Unaudited Interim Financial Information Immunic has prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with United States generally accepted accounting principles, (“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals which, in the opinion of management, are necessary to present fairly Immunic’s consolidated financial position, consolidated results of operations, consolidated statement of stockholders’ equity and consolidated cash flows for the periods and as of the dates presented. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2023 was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included on the Company's Annual Report on Form 10-K filed on February 22, 2024. The nature of Immunic’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year or for corresponding interim periods in any subsequent year.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Use of Estimates

Foreign Currency Translation and Presentation

• assets and liabilities at reporting period-end rates;

• income statement accounts at average exchange rates for the reporting period; and

• components of equity at historical rates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

market fund account earning interest at a rate of 4.8% as of September 30, 2024. Cash and cash equivalents in Germany are earning interest at a rate of 3.25% to 3.75% as of September 30, 2024.

Fair Value Measurement

Property and Equipment

Impairment of Long-Lived Assets

Research and Development Expenses

Collaboration Arrangements

Government assistance

General and Administrative Expenses

Stock-Based Compensation

Leases

Comprehensive Income (Loss)

Income Taxes

Warrants and Tranche Rights

Net Loss Per Share

Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows:


	As of September 30,
	2024	2023
Options to purchase common stock	11,546,138	6,263,910

Recently Issued and/or Adopted Accounting Standards

There are no recently issued accounting standards that would have a significant impact on the company's consolidated financial statements.

Balance Sheet Details

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Details

Other Current Assets and Prepaid Expenses

Other Current Assets and Prepaid Expenses consist of (in thousands):



	September 30, 2024		December 31, 2023
Prepaid clinical and related costs	$	2,066	$	2,314
VAT receivable	780		703
Australian research and development tax incentive	39		670
Research grant	—		1,104
Prepaid Insurance	553		198
Other	757		871
Total	$	4,195	$	5,860

Accounts Payable

Accounts Payable consist of (in thousands):



	September 30, 2024		December 31, 2023
Clinical costs	$	5,789	$	4,726
Legal and audit costs	90		160

Other	163		213
Total	$	6,042	$	5,099

Accrued Expenses

Accrued expenses consist of (in thousands):



	September 30, 2024		December 31, 2023
Accrued clinical and related costs	$	14,386	$	16,863
Accrued legal and audit costs	136		216
Accrued compensation	1,509		1,460
Accrued other	214		125
Total	$	16,245	$	18,664

Other Current Liabilities

Other Current Liabilities consist of (in thousands):



	September 30, 2024		December 31, 2023
Lease liabilities	$	713	$	695
Other	357		271
Total	1,070		966

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

Maturities of the operating lease obligation are as follows as of September 30, 2024 (in thousands):


2024	$	275
2025		433
2026		78
2027		82
2028		79
Thereafter		—
Total		947
Interest		(48)
Present Value of obligation	$	899

Contractual Obligations

Other Commitments and Obligations

Daiichi Sankyo Agreement

Legal Proceedings

Fair Value

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value

The following fair value hierarchy tables present information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):


	Fair Value Measurement at September 30, 2024
	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	40,359	$	40,359	$	—	$	—
Total assets at fair value	$	40,359	$	40,359	$	—	$	—


	Fair Value Measurement at December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	34,087	$	34,087	$	—	$	—
Total assets	$	34,087	$	34,087	$	—	$	—

There were no transfers between Level 1, Level 2 or Level 3 assets during the periods presented.

Our money market fund account is held in our bank in the U.S. and was earning interest at a rate of 4.8% in a U.S. Government money market fund.


December 31, 2023	$	—
Fair value as of January 8, 2024	$	23,600
Change in fair value through March 4, 2024	$	4,796
Reclassification to equity	$	(28,396)
March 31, 2024	$	—

Common Stock

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Common Stock

Equity Offerings

Private Placement of up to $240 million (the "January 2024 Financing")

◦the 10-day volume-weighted average price of the Common Stock is at least $8.00 per share during the 6 months following the data release; and

◦aggregate trading volume during the same 10-day period is at least $100 million.

Common Stock

Pre-funded Warrants

The Company issued 11,193,564 pre-funded warrants in connection with the January 2024 Financing, which all remain outstanding as of September 30, 2024.

Preferred Stock

Stock Reserved for Future Issuance

Shares reserved for future issuance at September 30, 2024 are as follows:


			Number of Shares
Common stock reserved for issuance for:
2021 Employee Stock Purchase Plan			1,000,011
Pre-funded stock warrants			11,193,564
Outstanding stock options			11,546,138
Common shares reserved for tranche 2 rights			46,620,046
Maximum common shares reserved for tranche 3 rights			46,620,046
Common stock options available for future grant:
2017 Inducement Equity Incentive Plan			46,250
2019 Omnibus Equity Incentive Plan			7,903,691
Total common shares reserved for future issuance			124,929,746

Stock-Based Compensation Plans

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation Plans

2021 Employee Stock Purchase Plan

Stock Option Programs

Shares that are expired, terminated, surrendered or canceled under the 2019 Plan without having been fully exercised will be available for future awards.

Stock Option Repricing

Movements during the year

The following table summarizes stock option activity for the nine months ended September 30, 2024 and 2023, respectively, for the 2019 Plan:


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2024	6,196,140	$	7.15
Granted	5,715,349	$	1.23
Exercised	—	$	—	—
Repricing modification	—	$	9.55
Forfeited or expired	(365,351)	$	2.08
Outstanding as of September 30, 2024	11,546,138	$	1.63	8.33	$	2,794,286
Options vested and expected to vest as of September 30, 2024	11,546,138	$	1.63	8.33	$	2,794,286
Options exercisable as of September 30, 2024	4,171,969	$	2.09	7.07	$	329,830


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2023	3,791,688	$	11.33
Granted	2,740,564	$	1.71
Exercised	—	$	—
Forfeited or expired	(268,342)	$	7.80
Outstanding as of September 30, 2023	6,263,910	$	7.27	8.27	$	119,691
Options vested and expected to vest as of September 30, 2023	6,263,910	$	7.27	8.27	$	119,691
Options exercisable as of September 30, 2023	2,393,294	$	11.67	7.12	$	6,160

Measurement

The weighted-average assumptions used in the BSM option pricing model to determine the fair value of the employee and non-employee stock option grants relating to the 2019 Plan were as follows:

Risk-Free Interest Rate

The risk-free rate assumption is based on U.S. Treasury instruments with maturities similar to the expected term of the stock options.

Expected Dividend Yield

The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero.

Expected Volatility

Expected Term

The expected term of options is estimated considering the vesting period at the grant date, the life of the option and the average length of time similar grants have remained outstanding in the past.


	Nine Months Ended September 30,
	2024	2023
Risk-free interest rate	4.11%	4.00%
Expected dividend yield	0%	0%
Expected volatility	100.0%	96.0%
Expected term of options (years)	5.95	6.01

Stock-Based Compensation Expense

Total stock-based compensation expense for all stock awards recognized in the accompanying unaudited condensed consolidated statements of operations is as follows:


	Three Months Ended September 30,			Nine Months Ended September 30,
		2024		2023		2024		2023
Research and development		$	811,000	$	815,000	$	2,816,000	$	2,607,000
General and administrative		1,099,000		872,000		3,726,000		2,857,000
Total		$	1,910,000	$	1,687,000	$	6,542,000	$	5,464,000

As of September 30, 2024, there was $10.8 million in total unrecognized compensation expense relating to the 2019 Plan to be recognized over a weighted average period of 2.82 years.

Summary of Equity Incentive Plans Assumed from Vital

There are no longer any shares available for grant under the 2014 Plan as of September 30, 2024.

No expense was recorded for the plans assumed from Vital during the three and nine months ended September 30, 2024 and 2023, respectively.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Executive Chairman Agreement with Duane Nash On April 15, 2020, the compensation committee of the Board of Directors of the Company independently reviewed and approved entering into an employment agreement with the Executive Chairman of the Board, Duane Nash, MD, JD, MBA (the “Executive Chairman Agreement”) and pursuant to such approval, on April 17, 2020, the Company and Dr. Nash entered into the Executive Chairman Agreement. The Executive Chairman Agreement establishes an “at will” employment relationship. On December 28, 2022, the Company and Dr. Nash entered into Addendum No. Four, which extended the term of employment from December 31, 2022 to December 31, 2023 with a base salary of $30,250 per month. On October 17, 2023, Immunic, Inc. and Dr. Duane Nash entered into Addendum Number 5 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2024. In connection with Addendum Number 5, the Company increased Dr. Nash’s monthly base salary to $32,368 from $30,250 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board). On August 29, 2024, Immunic, Inc. and Dr. Duane Nash entered into Addendum Number 6 to the Executive Chairman Agreement to extend the term of Dr. Nash’s employment as Executive Chairman of the Board of Directors of the Company to December 31, 2025. In connection with Addendum Number 6, the Company increased Dr. Nash’s monthly base salary to $33,986 from $32,368 (which includes the cash retainer payable for serving on the Company’s Board or for acting as the Chairman of the Board) All other terms of the Executive Chairman Agreement remain the same.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (24,368)	$ (21,380)	$ (29,584)	$ (22,769)	$ (23,999)	$ (25,272)	$ (75,332)	$ (72,040)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") and include the accounts of Immunic and its wholly-owned subsidiaries, Immunic AG and Immunic Australia Pty Ltd. All intercompany accounts and transactions have been eliminated in consolidation. Immunic manages its operations as a single reportable segment for the purposes of assessing performance and making operating decisions. Unaudited Interim Financial Information Immunic has prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with United States generally accepted accounting principles, (“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals which, in the opinion of management, are necessary to present fairly Immunic’s consolidated financial position, consolidated results of operations, consolidated statement of stockholders’ equity and consolidated cash flows for the periods and as of the dates presented. The Company’s fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2023 was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included on the Company's Annual Report on Form 10-K filed on February 22, 2024. The nature of Immunic’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year or for corresponding interim periods in any subsequent year.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The most significant estimates in the Company’s financial statements and accompanying notes relate to clinical trial expenses and stock-based compensation. Management believes its estimates to be reasonable under the circumstances. Actual results could differ materially from those estimates and assumptions.
Foreign Currency Translation and Presentation	Foreign Currency Translation and Presentation The Company’s reporting currency is United States (“U.S.”) dollars. Immunic AG is located in Germany with the Euro being its functional currency. Immunic Australia Pty Ltd.’s functional currency is the Australian dollar. All amounts in the financial statements where the functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: • assets and liabilities at reporting period-end rates; • income statement accounts at average exchange rates for the reporting period; and • components of equity at historical rates. Gains and losses from translation of the financial statements into U.S. dollars are recorded in stockholders’ equity as a component of accumulated other comprehensive income (loss). Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as general and administrative expenses in the Consolidated Statements of Operations. Foreign currency transaction gains and losses related to long-term intercompany loans that are payable in the foreseeable future are recorded in Other Income (Expense). The Consolidated Statements of Cash Flows were prepared by using the average exchange rate in effect during the reporting period which reasonably approximates the timing of the cash flows.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on hand and deposits in banks located in the U.S. of approximately $40.6 million, Germany of approximately $15.6 million and Australia of approximately $2.9 million as of September 30, 2024. The Company maintains cash and cash equivalent balances denominated in Euro and U.S. dollars with major financial institutions in the U.S. and Germany in excess of the deposit limits insured by the government. Management periodically reviews the credit standing of these financial institutions. The Company currently deposits its cash and cash equivalents with two large financial institutions. Cash and cash equivalents in the U.S. are held at JP Morgan and are primarily held in a U.S. Government money market fund account earning interest at a rate of 4.8% as of September 30, 2024. Cash and cash equivalents in Germany are earning interest at a rate of 3.25% to 3.75% as of September 30, 2024.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 1 assets consisted of money market funds for the periods presented. The Company had no Level 1 liabilities for the periods presented. Level 2—Inputs other than observable quoted prices for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The Company had no Level 2 assets or liabilities for the periods presented. Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities for the periods presented. The Company did have tranche rights that were at level 3 during the first quarter of 2024. The carrying value of cash and cash equivalents, other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximates fair value due to the short period of time to maturity.
Property and Equipment	Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method based on the estimated service lives of the assets, which range from three to thirteen years.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impaired assets are then recorded at their estimated fair value.
Research and Development Expenses	Research and Development Expenses These costs primarily include external development expenses and internal personnel expenses for its development programs, vidofludimus calcium and IMU-856. Immunic has spent the majority of its research and development resources on vidofludimus calcium, the Company's lead development program, for clinical trials in MS and UC. Research and development expenses consist of expenses incurred in research and development activities, which include clinical trials, contract research services, certain milestone payments, salaries and related employee benefits, allocated facility costs and other outsourced services. Research and development expenses are charged to operations as incurred. The Company enters into agreements with contract research organizations (“CROs”) to provide clinical trial services for individual studies and projects by executing individual work orders governed by a Master Service Arrangement (“MSA”). The MSAs and associated work orders provide for regular recurrent payments and payments upon the completion of certain milestones. The Company regularly assesses the timing of payments against actual costs incurred to ensure a proper accrual of related expenses in the appropriate accounting period.
Collaboration Arrangements	Collaboration Arrangements Certain collaboration and license agreements may include payments to or from the Company of one or more of the following: non-refundable or partially refundable upfront or license fees; development, regulatory and commercial milestone payments; payment for manufacturing supply services; partial or complete reimbursement of research and development costs; and royalties on net sales of licensed products. The Company assesses whether such contracts are within the scope of Financial Accounting Standards Board (FASB) Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” and ASU No. 2018-18, “Collaborative Arrangements” ("ASU 2018-18"). ASU 2018-18, clarifies that certain elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606. In October 2018, the Company entered into an option and license agreement (the "Daiichi Sankyo Agreement") with Daiichi Sankyo Co., Ltd. ("Daiichi Sankyo") which granted the Company the right to license a group of compounds, designated by the Company as IMU-856, as a potential new oral treatment option for gastrointestinal diseases such as celiac disease, inflammatory bowel disease, irritable bowel syndrome with diarrhea and other barrier function associated diseases. During the option period, the Company performed agreed upon research and development activities for which it was reimbursed by Daiichi Sankyo up to a maximum agreed-upon limit. Such reimbursement was recorded as other income. There are no additional research and development reimbursements expected under this agreement. On January 5, 2020, the Company exercised its option to obtain the exclusive worldwide right to commercialization of IMU-856. Among other things, the option exercise grants Immunic AG the rights to Daiichi Sankyo’s patent application related to IMU-856, for which the Company received a notice of allowance from the U.S. Patent & Trademark Office in August 2022. In connection with the option exercise, the Company paid a one-time upfront licensing fee to Daiichi Sankyo. Under the Daiichi Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856.
Government assistance	Government assistance Government assistance relating to research and development performed by Immunic Australia is recorded as a component of other (income) expense. This government assistance is recognized at a rate of 43.5% of the qualified research and development expenditures which are incurred. We also receive government assistance from the German Government for reimbursement of research and development expenses up to 3.5 million Euros per year. We recognized $0.7 million and $0.7 million of other income related to research activities performed during the three and nine months ended September 30, 2024, respectively and $0.2 million and $2.3 million related to research activities performed during the three and nine months ended September 30, 2023, respectively.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, business development and other support functions. Other general and administrative expenses include, but are not limited to, stock-based compensation, insurance costs, professional fees for legal, accounting and tax services, consulting, related facility costs and travel.
Stock-Based Compensation	Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for equity awards based on the grant-date fair value of the award recognized generally as an expense (i) on a straight-line basis over the requisite service period for those awards whose vesting is based upon a service condition, and (ii) on an accelerated method for awards whose vesting is based upon a performance condition, but only to the extent it is probable that the performance condition will be met. Stock-based compensation is (i) estimated at the date of grant based on the award’s fair value for equity classified awards and (ii) final measurement date for liability classified awards. Forfeitures are recorded in the period in which they occur. The Company estimates the fair value of stock options using the Black-Scholes-Merton option-pricing model ("BSM"), which requires the use of estimates and subjective assumptions, including the risk-free interest rate, the fair value of the underlying common stock, the expected dividend yield of the Company’s common stock, the expected volatility of the price of the Company’s common stock, and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.
Leases	Leases The Company leases office space and office equipment. The underlying lease agreements have lease terms of less than 12 months and up to 60 months. Leases with terms of 12 months or less at inception are not included in the operating lease right of use asset and operating lease liability. The Company has three existing leases for office and laboratory space. At inception of a lease agreement, the Company determines whether an agreement represents a lease and at commencement each lease agreement is assessed as to classification as an operating or financing lease. The Company's leases have been classified as operating leases and an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s balance sheet. A right-of-use lease asset represents the Company’s right to use the underlying asset for the lease term and the lease obligation represents its commitment to make the lease payments arising from the lease. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company has used an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term used in estimating future lease payments may include options to extend when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or changes in expectations regarding the lease term. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of twelve months or less are not recorded on the balance sheet.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income (loss) has been reflected as a separate component of stockholders’ equity in the accompanying Consolidated Balance Sheets and consists of foreign currency translation adjustments.
Income Taxes	Income Taxes The Company is subject to corporate income tax laws and regulations in the U.S., Germany and Australia. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment in their application. The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Deferred income tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or the entire deferred tax asset will not be realized. As of September 30, 2024 and 2023, respectively, the Company maintained a full valuation allowance against the balance of deferred tax assets. It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company is subject to U.S. federal, New York, California, Texas, German and Australian income taxes. The Company is subject to U.S. federal or state income tax examination by tax authorities for tax returns filed for the years 2003 and forward due to the carryforward of NOLs. Tax years 2019 through 2023 are subject to audit by German and Australian tax authorities. The Company is not currently under examination by any tax jurisdictions.
Warrants and Tranche Rights	Warrants and Tranche Rights The Company accounts for issued financial instruments either as a liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”) or ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). If financial instruments do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the financial instruments should be classified as a liability or as equity. Liability-classified financial instruments are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the financial instruments after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If financial instruments do not require liability classification under ASC 815-40, the instrument is classified in permanent equity. Equity-classified financial instruments are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.
Net Loss Per Share	Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and, if dilutive, common stock equivalents outstanding for the period determined using the treasury-stock method. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The weighted average shares outstanding calculation for basic and diluted earnings per share for the three and nine months ended September 30, 2024 includes 11,193,564 pre-funded warrants that remain unexercised as of September 30, 2024.
Recently Issued and/or Adopted Accounting Standards	Recently Issued and/or Adopted Accounting Standards There are no recently issued accounting standards that would have a significant impact on the company's consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share

Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows:


	As of September 30,
	2024	2023
Options to purchase common stock	11,546,138	6,263,910

Balance Sheet Details (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets and Prepaid Expenses

Other Current Assets and Prepaid Expenses consist of (in thousands):



	September 30, 2024		December 31, 2023
Prepaid clinical and related costs	$	2,066	$	2,314
VAT receivable	780		703
Australian research and development tax incentive	39		670
Research grant	—		1,104
Prepaid Insurance	553		198
Other	757		871
Total	$	4,195	$	5,860

Schedule of Accounts Payable and Accrued Expenses

Accounts Payable consist of (in thousands):



	September 30, 2024		December 31, 2023
Clinical costs	$	5,789	$	4,726
Legal and audit costs	90		160

Other	163		213
Total	$	6,042	$	5,099

Accrued expenses consist of (in thousands):



	September 30, 2024		December 31, 2023
Accrued clinical and related costs	$	14,386	$	16,863
Accrued legal and audit costs	136		216
Accrued compensation	1,509		1,460
Accrued other	214		125
Total	$	16,245	$	18,664

Schedule of Other Current Liabilities

Other Current Liabilities consist of (in thousands):



	September 30, 2024		December 31, 2023
Lease liabilities	$	713	$	695
Other	357		271
Total	1,070		966

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Maturities of Operating Lease Obligation

Maturities of the operating lease obligation are as follows as of September 30, 2024 (in thousands):


2024	$	275
2025		433
2026		78
2027		82
2028		79
Thereafter		—
Total		947
Interest		(48)
Present Value of obligation	$	899

Fair Value (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following fair value hierarchy tables present information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):


	Fair Value Measurement at September 30, 2024
	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	40,359	$	40,359	$	—	$	—
Total assets at fair value	$	40,359	$	40,359	$	—	$	—


	Fair Value Measurement at December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	34,087	$	34,087	$	—	$	—
Total assets	$	34,087	$	34,087	$	—	$	—

Schedule of Fair Value of Tranche Rights

A rollforward of the fair value of the tranche rights is as follows (in thousands):


December 31, 2023	$	—
Fair value as of January 8, 2024	$	23,600
Change in fair value through March 4, 2024	$	4,796
Reclassification to equity	$	(28,396)
March 31, 2024	$	—

Common Stock (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Shares Reserved for Future Issuance

Shares reserved for future issuance at September 30, 2024 are as follows:


			Number of Shares
Common stock reserved for issuance for:
2021 Employee Stock Purchase Plan			1,000,011
Pre-funded stock warrants			11,193,564
Outstanding stock options			11,546,138
Common shares reserved for tranche 2 rights			46,620,046
Maximum common shares reserved for tranche 3 rights			46,620,046
Common stock options available for future grant:
2017 Inducement Equity Incentive Plan			46,250
2019 Omnibus Equity Incentive Plan			7,903,691
Total common shares reserved for future issuance			124,929,746

Stock-Based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 30, 2024 and 2023, respectively, for the 2019 Plan:


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2024	6,196,140	$	7.15
Granted	5,715,349	$	1.23
Exercised	—	$	—	—
Repricing modification	—	$	9.55
Forfeited or expired	(365,351)	$	2.08
Outstanding as of September 30, 2024	11,546,138	$	1.63	8.33	$	2,794,286
Options vested and expected to vest as of September 30, 2024	11,546,138	$	1.63	8.33	$	2,794,286
Options exercisable as of September 30, 2024	4,171,969	$	2.09	7.07	$	329,830


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2023	3,791,688	$	11.33
Granted	2,740,564	$	1.71
Exercised	—	$	—
Forfeited or expired	(268,342)	$	7.80
Outstanding as of September 30, 2023	6,263,910	$	7.27	8.27	$	119,691
Options vested and expected to vest as of September 30, 2023	6,263,910	$	7.27	8.27	$	119,691
Options exercisable as of September 30, 2023	2,393,294	$	11.67	7.12	$	6,160

Schedule of Valuation Assumptions Used

The following are the underlying assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees and to non-employees under this stock plan:


	Nine Months Ended September 30,
	2024	2023
Risk-free interest rate	4.11%	4.00%
Expected dividend yield	0%	0%
Expected volatility	100.0%	96.0%
Expected term of options (years)	5.95	6.01

Schedule of Stock-based Compensation Expense for Stock Awards Recognized

Total stock-based compensation expense for all stock awards recognized in the accompanying unaudited condensed consolidated statements of operations is as follows:


	Three Months Ended September 30,			Nine Months Ended September 30,
		2024		2023		2024		2023
Research and development		$	811,000	$	815,000	$	2,816,000	$	2,607,000
General and administrative		1,099,000		872,000		3,726,000		2,857,000
Total		$	1,910,000	$	1,687,000	$	6,542,000	$	5,464,000

Description of Business and Basis of Financial Statements (Details) $ in Thousands	105 Months Ended
	Sep. 30, 2024 USD ($) lease	Aug. 01, 2024 employee	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Number of employees \| employee		85
Number of development programs \| lease	3
Accumulated deficit	$ (486,224)		$ (410,892)
Proceeds from issuance of private placement	430,900
Cash, cash equivalents and restricted cash	$ 59,071		$ 46,674	$ 59,689	$ 106,745

Summary of Significant Accounting Policies - Additional Information (Details) € in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) lease financialInstitution shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) lease financialInstitution shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 EUR (€) lease financialInstitution shares	Dec. 31, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Cash and cash equivalents	$ 59,071,000		$ 59,071,000			$ 46,674,000
Number of financial institutions used for cash deposits \| financialInstitution	2		2		2
Depreciation expense	$ 42,000	$ 34,000	$ 99,000	$ 88,000
Impairment losses	0	0	0	0
Australian research and development tax incentive	39,000		39,000			$ 670,000
Government assistance, amount	$ 700,000	$ 200,000	$ 700,000	$ 2,300,000
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]			Nonoperating Income (Expense)	Nonoperating Income (Expense)
Number of existing leases \| lease	3		3		3
Pre-Funded Warrants
Property, Plant and Equipment [Line Items]
Warrant exercised (in shares) \| shares	11,193,564		11,193,564		11,193,564
Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years		3 years		3 years
Lease term (in months)	12 months		12 months		12 months
Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	13 years		13 years		13 years
Lease term (in months)	60 months		60 months		60 months
United States
Property, Plant and Equipment [Line Items]
Cash and cash equivalents	$ 40,600,000		$ 40,600,000
Investment interest rate (as percent)	4.80%		4.80%		4.80%
United States \| Money market funds
Property, Plant and Equipment [Line Items]
Investment interest rate (as percent)	4.80%		4.80%		4.80%
Germany
Property, Plant and Equipment [Line Items]
Cash and cash equivalents	$ 15,600,000		$ 15,600,000
Australian research and development tax incentive \| €					€ 3.5
Germany \| Money market funds \| Minimum
Property, Plant and Equipment [Line Items]
Investment interest rate (as percent)	3.25%		3.25%		3.25%
Germany \| Money market funds \| Maximum
Property, Plant and Equipment [Line Items]
Investment interest rate (as percent)	3.75%		3.75%		3.75%
Australia
Property, Plant and Equipment [Line Items]
Cash and cash equivalents	$ 2,900,000		$ 2,900,000
Government R&D assistance rate			43.50%

Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common stock ( in shares)	11,546,138	6,263,910

Balance Sheet Details - Schedule of Other Current Assets and Prepaid Expenses (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid clinical and related costs	$ 2,066	$ 2,314
VAT receivable	780	703
Australian research and development tax incentive	39	670
Research grant	0	1,104
Prepaid Insurance	553	198
Other	757	871
Total	$ 4,195	$ 5,860

Balance Sheet Details - Schedule of Accounts Payable (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Clinical costs	$ 5,789	$ 4,726
Legal and audit costs	90	160
Other	163	213
Total	$ 6,042	$ 5,099

Balance Sheet Details - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued clinical and related costs	$ 14,386	$ 16,863
Accrued legal and audit costs	136	216
Accrued compensation	1,509	1,460
Accrued other	214	125
Total	$ 16,245	$ 18,664

Balance Sheet Details - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Lease liabilities	$ 713	$ 695
Other	357	271
Total	$ 1,070	$ 966
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total	Total

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Loss Contingencies [Line Items]
Operating and variable lease costs	$ 260	$ 209	$ 787	$ 642
Contractual obligation	$ 3,200		$ 3,200
New York City
Loss Contingencies [Line Items]
Renewal option period (in months)	27 months		27 months
Rent holiday period (in months)			6 months
Lessee, operating lease, extended rent holiday period (in months)			3 months
Incremental borrowing rate on operating leases	6.00%		6.00%
Grafelfing, Germany
Loss Contingencies [Line Items]
Lease term (in months)	5 years		5 years
Planegg, Germany
Loss Contingencies [Line Items]
Additions to right-of-use assets			$ 544
Incremental borrowing rate on operating leases	8.00%		8.00%

Commitments and Contingencies - Maturities of Operating Lease Obligation (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 275
2025	433
2026	78
2027	82
2028	79
Thereafter	0
Total	947
Interest	(48)
Present Value of obligation	$ 899

Fair Value - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Total assets at fair value	$ 40,359	$ 34,087
Level 1
Assets
Total assets at fair value	40,359	34,087
Level 2
Assets
Total assets at fair value	0	0
Level 3
Assets
Total assets at fair value	0	0
Money market funds
Assets
Total assets at fair value	40,359	34,087
Money market funds \| Level 1
Assets
Total assets at fair value	40,359	34,087
Money market funds \| Level 2
Assets
Total assets at fair value	0	0
Money market funds \| Level 3
Assets
Total assets at fair value	$ 0	$ 0

Fair Value - Additional Information (Detail) - USD ($) $ in Millions			9 Months Ended
	Mar. 04, 2024	Jan. 08, 2024	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Tranche right, fair value		$ 23.6
Expected dividend yield (as percent)	0.00%	0.00%	0.00%
Common stock, shares authorized (in shares)	500,000,000	130,000,000	500,000,000	130,000,000
Reclassification of future tranche right liability upon settlement	$ 4.8
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free interest rate (as percent)	4.16%	3.93%
Expected volatility (as percent)	90.00%	105.00%
Expected term of options (years)	1 year 7 months 28 days	1 year 9 months 21 days
Common stock, shares authorized (in shares)	130,000,000
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free interest rate (as percent)	4.63%	4.36%
Expected volatility (as percent)	105.00%	115.00%
Expected term of options (years)	4 years 7 months 28 days	4 years 9 months 21 days
Common stock, shares authorized (in shares)	500,000,000
United States
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment interest rate (as percent)			4.80%

Fair Value - Schedule of Fair Value of Tranche Rights (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
December 31, 2023	$ 0
Fair value as of January 8, 2024	23,600
Change in fair value through March 4, 2024	4,796
Reclassification to equity	(28,396)
March 31, 2024	$ 0

Common Stock - Shelf Registration Statement (Details) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) d $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	May 31, 2024 USD ($)	Nov. 30, 2023 USD ($)	May 31, 2022 USD ($)	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Maximum aggregate offering price of common stock, preferred stock, warrants, debt securities, and/or units					$ 250,000
Unsold Securities To Be Sold Under Shelf Registration		$ 412,300
Proceeds from issuance of common stock at premium		191	$ 282
December 2020 ATM
Class of Stock [Line Items]
Maximum aggregate offering price of common stock, preferred stock, warrants, debt securities, and/or units							$ 50,000
Shares issued	$ 300	$ 200	$ 300
Stock issued (in shares) \| shares	107,012	150,000	107,012
Issuance of stock (in USD per share) \| $ / shares	$ 2.72	$ 1.31	$ 2.72
Proceeds from issuance of common stock at premium	$ 300	$ 200	$ 300
Underwriter commissions	$ 9	$ 6	$ 9
May 2022 ATM
Class of Stock [Line Items]
Maximum aggregate offering price of common stock, preferred stock, warrants, debt securities, and/or units						$ 80,000
May 2024 ATM
Class of Stock [Line Items]
Maximum aggregate offering price of common stock, preferred stock, warrants, debt securities, and/or units				$ 80,000
Shelf registration, termination, prior written notice, number of days \| d		10
Sale of stock, remaining capacity		$ 80,000
Commission, percent of gross proceeds from sale of common stock		3.00%

Common Stock - Equity Offering (Details) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended		105 Months Ended
	Jan. 08, 2024 USD ($) $ / shares shares	Jan. 04, 2024 USD ($) tranche $ / shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) shares	Mar. 04, 2024 USD ($) shares	Mar. 03, 2024 shares	Dec. 31, 2023 shares
Class of Stock [Line Items]
Proceeds from issuance of private placement							$ 430,900
Reclassification of future tranche right liability upon settlement								$ 4,800
Common stock, shares authorized (in shares) \| shares	130,000,000		500,000,000		500,000,000		500,000,000	500,000,000		130,000,000
Change in fair value of the tranche rights			$ 0	$ 0	$ 4,796	$ 0
Other Nonoperating Income (Expense)
Class of Stock [Line Items]
Change in fair value of the tranche rights					1,700
Equity
Class of Stock [Line Items]
Change in fair value of the tranche rights					$ 4,000
Minimum
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares								130,000,000
Maximum
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares								500,000,000
Common Stock \| Common Stock
Class of Stock [Line Items]
Reclassification of future tranche right liability upon settlement	$ 23,600
Common stock, shares authorized (in shares) \| shares								500,000,000	130,000,000
Private Placement \| Common Stock
Class of Stock [Line Items]
Private placement, number of tranche \| tranche		3
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 0.0001
Private Placement \| Common Stock \| Tranche 1
Class of Stock [Line Items]
Proceeds from issuance of private placement	$ 80,000
Private Placement \| Common Stock \| Tranche 2
Class of Stock [Line Items]
Proceeds from issuance of private placement		$ 80,000
Private Placement \| Common Stock \| Tranche 3
Class of Stock [Line Items]
Proceeds from issuance of private placement		$ 80,000
Private Placement \| Pre-Funded Warrants
Class of Stock [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 0.0001
Private Placement \| Accredited Investors
Class of Stock [Line Items]
Proceeds from issuance of private placement		$ 240,000
Private Placement \| Accredited Investors \| Common Stock \| Tranche 1
Class of Stock [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 1.43
Consideration received on transaction	$ 80,000
Number of shares registered for resale \| shares	55,944,850
Private Placement \| Accredited Investors \| Common Stock \| Tranche 2
Class of Stock [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 1.716
Consideration received on transaction		$ 80,000
Sale of stock, consideration received, percentage		120.00%
Number of tranche subjected to condition \| tranche		3
Threshold trading days for weighted average price calculation		10 days
Weighted average price (in USD per share) \| $ / shares		$ 8.00
Threshold trading days for aggregate trading volume calculation		10 days
Aggregate trading volume of last 10 days		$ 100,000
Private Placement \| Accredited Investors \| Common Stock \| Tranche 3
Class of Stock [Line Items]
Consideration received on transaction		$ 80,000
Third tranche close period after second tranche (in years)		3 years
Common Stock and Pre-funded Warrants \| Common Stock and Pre-funded Warrants
Class of Stock [Line Items]
Tranche rights as a liability, remainder amount	$ 80,000
Tranche rights as a liability, received amount	$ 56,400

Common Stock - Common Stock (Details)	9 Months Ended
Common Stock - Common Stock (Details)	Sep. 30, 2024 numberOfVote $ / shares shares	Mar. 04, 2024 $ / shares shares	Jan. 08, 2024 shares	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares	500,000,000	500,000,000	130,000,000	130,000,000
Common stock, par value (in USD per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Number of votes per each share of common stock \| numberOfVote	1
Common stock, cash dividends declared (in USD per share) \| $ / shares	$ 0
Common stock, cash dividends paid (in USD per share) \| $ / shares	$ 0
Minimum
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares		130,000,000
Maximum
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares		500,000,000

Common Stock - Pre-funded Warrants (Details)	Sep. 30, 2024 shares
Pre-Funded Warrants
Class of Stock [Line Items]
Shares issued from exercise of pre-funded warrants (in shares)	11,193,564

Common Stock - Preferred Stock (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding (in shares)	0	0

Common Stock - Schedule of Shares Reserved for Future Issuance (Details)	Sep. 30, 2024 shares
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	124,929,746
Tranche 2
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	46,620,046
Tranche 3
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	46,620,046
Outstanding stock options
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	11,546,138
Outstanding stock options \| 2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	1,000,011
Pre-Funded Warrants
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	11,193,564
Common stock options available for future grant: \| 2017 Inducement Equity Incentive Plan
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	46,250
Common stock options available for future grant: \| 2019 Omnibus Equity Incentive Plan
Class of Stock [Line Items]
Total common shares reserved for future issuance (in shares)	7,903,691

Stock-Based Compensation Plans - Additional Information (Details) - USD ($)						1 Months Ended	3 Months Ended		9 Months Ended		48 Months Ended
	Mar. 04, 2024	Jan. 08, 2024	Jun. 28, 2023	Aug. 01, 2021	Apr. 25, 2021	Jul. 31, 2019	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options repriced (in shares)	3,317,596
Stock-based compensation, exercise price (in dollars per share)	$ 1.72
Repriced cost recognized over remaining term	$ 1,200,000
Repricing cost during the period							$ 86,000		$ 1,000,000
Expected dividend yield (as percent)	0.00%	0.00%							0.00%
Period over which compensation cost will be recognized (in years)									2 years 9 months 25 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term of options (years)	4 years 7 months 28 days	4 years 9 months 21 days
Exercise price of warrants (in USD per share)	$ 3.00
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term of options (years)	1 year 7 months 28 days	1 year 9 months 21 days
Exercise price of warrants (in USD per share)	$ 1.72
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum annual contributions per employee (as a percent)					15.00%
Purchase price of the stock, at discount from market price at purchase date (as a percent)					85.00%
Shares available for grant (in shares)	1,200,000				200,000
Additional shares authorized (in shares)	1,000,000
Shares issued under the ESPP (in shares)				199,989
Share-based compensation expense							24,000	$ 19,000	$ 24,000	$ 102,000
2019 Omnibus Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)						1,500,000
Expected term of options (years)									5 years 11 months 12 days	6 years 3 days
Expected dividend yield (as percent)									0.00%	0.00%
Options granted in period, weighted-average grant date fair value (in USD per share)									$ 0.99	$ 1.32
Total unrecognized compensation expense							$ 10,800,000		$ 10,800,000
2019 Omnibus Equity Incentive Plan \| Incentive stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)									4 years
2019 Omnibus Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term of options (years)									10 years
2019 Omnibus Equity Incentive Plan \| Maximum \| Non-statutory options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)									4 years
2019 Omnibus Equity Incentive Plan \| Minimum \| Non-statutory options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)									3 years
2019 Omnibus Equity Incentive Plan, Evergreen Provision
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)						4,900,000					4,408,871
Additional shares authorized, percent						4.00%
Increase in other share (in shares)	9,100,000		4,440,000
2014 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)							0		0
2017 Inducement Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)												46,250
Share-based compensation expense							$ 0	$ 0	$ 0	$ 0

Stock-Based Compensation Plans - Schedule of Stock Option Activity (Details) - Outstanding stock options - 2019 Omnibus Equity Incentive Plan - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Options
Outstanding, beginning balance (in shares)	6,196,140	3,791,688
Granted (in shares)	5,715,349	2,740,564
Exercised (in shares)	0	0
Repricing Modification (in shares)	0
Forfeited or expired (in shares)	(365,351)	(268,342)
Outstanding, ending balance (in shares)	11,546,138	6,263,910
Options vested and expected to vest, Ending balance (in shares)	11,546,138	6,263,910
Options exercisable, Ending balance (in shares)	4,171,969	2,393,294
Weighted- Average Exercise Price
Outstanding, beginning balance (usd per share)	$ 7.15	$ 11.33
Granted (usd per share)	1.23	1.71
Exercised (usd per share)	0	0
Repricing Modifications (usd per share)	9.55
Forfeited or expired (usd per share)	2.08	7.80
Outstanding, ending balance (usd per share)	1.63	7.27
Options vested and expected to vest, Weighted-Average Exercise Price, Ending balance (usd per share)	1.63	7.27
Options exercisable, Weighted-Average Exercise Price, Ending balance (usd per share)	$ 2.09	$ 11.67
Other Disclosures
Outstanding, Weighted-Average Remaining Contractual Term, Ending balance	8 years 3 months 29 days	8 years 3 months 7 days
Options vested and expected to vest , Weighted-Average Remaining Contractual Term, Ending balance	8 years 3 months 29 days	8 years 3 months 7 days
Options exercisable, Weighted-Average Remaining Contractual Term, Ending balance	7 years 25 days	7 years 1 month 13 days
Outstanding, Aggregate Intrinsic Value, Ending balance	$ 2,794,286	$ 119,691
Options vested and expected to vest , Aggregate Intrinsic Value, Ending balance	2,794,286	119,691
Options exercisable, Aggregate Intrinsic Value, Ending balance	$ 329,830	$ 6,160

Stock-Based Compensation Plans - Schedule of Valuation Assumptions Used (Detail)			9 Months Ended
	Mar. 04, 2024	Jan. 08, 2024	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield (as percent)	0.00%	0.00%	0.00%
2019 Omnibus Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate (as percent)			4.11%	4.00%
Expected dividend yield (as percent)			0.00%	0.00%
Expected volatility (as percent)			100.00%	96.00%
Expected term of options (years)			5 years 11 months 12 days	6 years 3 days

Stock-Based Compensation Plans - Schedule of Stock-based Compensation Expense for Stock Awards Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total			$ 6,542	$ 5,464
Employees
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total	$ 1,910,000	$ 1,687,000	6,542,000	5,464,000
Employees \| Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total	811,000	815,000	2,816,000	2,607,000
Employees \| General and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total	$ 1,099,000	$ 872,000	$ 3,726,000	$ 2,857,000

Related Party Transactions (Details) - USD ($)		8 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 29, 2024	Aug. 28, 2024	Dec. 31, 2023
Duane Nash, MD, JD, MBA \| Executive Chairman Agreement \| Board of Directors Chairman
Related Party Transaction [Line Items]
Salary and Wage, Officer, Monthly Base Salary	$ 32,368	$ 33,986	$ 30,250

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