Immunic (IMUX) Proxy Filing summary

Executive summary

• A special meeting will be held virtually in 2026 to vote on a reverse stock split proposal, with no physical meeting planned.

• The board seeks authority to amend the certificate of incorporation to effect a reverse stock split at a ratio between 1-for-10 and 1-for-30, with the final ratio determined by the board.

• The reverse stock split is intended to increase the per-share trading price and maintain compliance with Nasdaq listing requirements.

• Failure to approve the proposal could result in delisting from Nasdaq, reduced liquidity, and diminished access to capital.

• The board recommends voting FOR the reverse stock split proposal.

Voting matters and shareholder proposals

• The primary item for shareholder vote is the reverse stock split proposal; other business may be transacted if properly brought before the meeting.

• Approval requires a majority of votes cast by stockholders entitled to vote at the meeting.

• Stockholders can vote by mail, telephone, internet, or electronically at the virtual meeting.

• No dissenter's or appraisal rights are provided for this proposal.

Board of directors and corporate governance

• The board has discretion to determine the reverse split ratio and whether to implement the split within one year of approval.

• The board may abandon the reverse split at any time before filing if it determines it is not in the best interests of the company or stockholders.