Immunic Inc

Item 1A. Risk Factors

You should carefully consider the risk factors included in Item 1A. of our the 2025 Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025 and and the othe other information in this Quarterly Report, including the section of this Quarterly 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 2025 Annual Report, and the following risk factor and the risks described in our Form 10-K and elseelsewhere 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 has been actively monitoring the closing bid price of its common stock and has been evaluating available options to regain compliance with the minimum bid price requirement 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 may not be able to regain compliance with the minimum bid price requirement before expiration of the Initial Compliance Period on December 24, 2025. Therefore, the Company is currently considering whether to apply for initial listing on the Nasdaq Capital Market to seek an additional 180-day compliance period to regain compliance with the minimum $1.00 closing bid price requirement. If we pursue that course, 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). Even if we are able to list on the Nasdaq Capital Market, we might not remain in compliance with the other listing standards for the Nasdaq. A switch in the trading market of the Companys common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market could be expected to have a material adverse effect on the trading price and liquidity of the common stock. 

5 Annual Report and elsewhere in this Quarterly Report.