Immunic Inc

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, 2024 filed with the SEC on March 31, 2025 and the other information in this Quarterly Report, including the section of this reQuarterly Report titled Managements 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 Quarterly Report occur, our business, operating results and financial condition could be seriously harmed. This Quarterly 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 on Form 10-K for the fiscal year ended December 31, 2024, and elsewhere in this Quarterly Report.

Failure to meet Nasdaqs continued listing requirements could result in the delisting of our common stock, negatively

impact the price of our common stock and negatively impact our ability to raise additional capital.

On June 27, 2025, the Company received the Notice Letter from Nasdaq notifying the Company that we were not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price for our common stock was below the $1.00 per share requirement for the last 30 consecutive business days. The Notice Letter stated that we have 180 calendar days, or until December 24, 2025, to regain compliance with the minimum bid price requirement. If we do not regain compliance by the end of the Initial Compliance Period, we may apply for an additional compliance period as provided for in the Notice Letter. Nasdaqs determination of whether we qualify for an additional compliance period will depend on whether we will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and a written notice of our intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.

The Notice Letter has no immediate effect on the listing of our common stock on The Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we can regain compliance if the closing bid price of our common stock is at least $1.00 for a minimum of 10 consecutive business days. In the event that we do not regain compliance with Listing Rule 5450(a)(1) prior to the expiration of the Initial Compliance Period (or additional compliance period, if applicable), we will receive written notification that our securities are subject to delisting.

The Company intends to has been actively monitoring the closing bid price of its common stock and is ehas been evaluating available options to regain compliance with the minimum bid price requirement. There can be no assurance that  and remain listed on the Nasdaq Global Select Market. However, the closing bid price of our common stock remains well below the minimum $1.00 per share requirement and the Company will may not be able to regain compliance with the minimum bid price requirement or that before expiration of the Initial Company will otliance Period on December 24, 2025. Therwise remain inefore, the Company is currently compliance with the onsidering whether listing standardsto apply for the Nasdaq. Any deinitial listing ofn the Companys common stock from Nasdaq, including as a result of its inability  Capital Market to seek an additional 180-day compliance period to regain compliance with Nasdaq Listing Rule 5450(a)(1), could adversely affect the Companys ability to attract new investors, reducthe minimum $1.00 closing bid price requirement. If we pursue the liquidity of its outstanding shares of common stock, reduce its ability to raiseat course, Nasdaqs determination of whether we qualify for an additional capital, reduompliance the price at which its common stock trades, result in negative publicity and increase period will depend on whether we will meet the transaction costs inherent in tradcontinued listing such shares with overall negative effectsrequirement for the Companys stockholders. The Company cannot assure imarket value of publicly held shares and all other applicable requirements investors that its common stock, if defor initial listed from ing on the Nasdaq, will be listed  Capital Market (with the exception anoof ther national securities exchange or quoted on an over-the-counter quotation system. In addition, delisting of the Companys  minimum bid price requirement). Even if we are able to list on the Nasdaq Capital Market, we might not remain in common stock could deter broker-dealers from makpliance with the other listing a market in standards for otherwise seeking or generat Nasdaq. A switch in the trading interest inmarket of the Companys common stock and might deter certain institutions and persons from investing infrom the Nasdaq Global Select Market to the Companys securities at all. For these reasons and others, delisting couldNasdaq Capital Market could be expected to have a material adversely a effect on the Companys business, financial condition trading price and liquidity. of the common stock.