Immunic (IMUX) Proxy Filing summary

Executive summary

• A special meeting will be held virtually on April 14, 2026, to vote on a reverse stock split proposal for common stock at a ratio between 1-for-10 and 1-for-30, with the exact ratio to be determined by the board.

• The reverse stock split is intended to increase the per-share trading price and help maintain compliance with Nasdaq listing requirements after a transfer to the Nasdaq Capital Market due to non-compliance with the minimum bid price rule.

• Failure to approve the reverse split could result in delisting, reduced liquidity, and diminished access to capital and investor interest.

• The board is authorized to implement, defer, or abandon the reverse split at its discretion within one year of shareholder approval.

Voting matters and shareholder proposals

• The sole proposal is to authorize the board to amend the certificate of incorporation to effect a reverse stock split at a ratio between 1-for-10 and 1-for-30.

• The board unanimously recommends voting FOR the proposal.

• Approval requires a majority of votes cast at the meeting; abstentions and broker non-votes will not affect the outcome.

• No dissenter’s or appraisal rights are available for this proposal.

Board of directors and corporate governance

• The board retains discretion to determine the timing and ratio of the reverse split or to abandon it if deemed not in the best interests of the company or shareholders.

• The board’s primary objective is to maintain Nasdaq listing and facilitate capital raising.