📰 What This Document Is 📂

This document is an Amendment No. 1 to Immunic, Inc.'s Annual Report on Form 10-K. Think of a 10-K as the company's comprehensive, required annual report card, and this amendment is like a correction—it's being filed to update and include critical corporate governance information that was initially omitted.

👉 Why this matters: The filing primarily amends and restates key governance sections (Items 10, 11, 12, 13, and 14) and details significant recent corporate actions, like a reverse stock split, giving readers a complete view of the company's leadership structure and legal standing as of late 2025/early 2026.

🏢 What Immunic, Inc. Does 🧬

Immunic, Inc. is a Delaware Corporation operating in the life sciences and biotechnology space. While the document does not detail its specific products, its operational context revolves around developing advanced therapies.

👉 In simple terms: Immunic is a company dedicated to research and development within the biopharmaceutical industry. They are structured to manage complex clinical and commercialization efforts for potential drug therapies.

🔄 Corporate Structure Updates and Amendments 📜

The document begins by detailing the filings themselves, which is necessary for legal transparency. Immunic originally filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment is necessary because the original filing omitted detailed parts related to governance, executive compensation, and related transactions.

👉 Key Takeaway: This 10-K/A Amendment ensures that readers have the full, up-to-date picture of the company's directors, the rules governing their roles, and the full details of management's compensation.

📉 Reverse Stock Split Approval 📈

One of the most material actions disclosed is the approval of a reverse stock split. Immunic's stockholders approved this proposal at a Special Meeting on April 14, 2026. Following the board’s resolution, the company filed an amendment to its Certificate of Incorporation to effect a 1-for-10 Reverse Stock Split, effective on April 27, 2026.

👉 Why this matters: A reverse stock split means that for every 10 shares of stock previously held, the shareholder now receives 1 share. Companies often do this to increase the share price per share, making the stock appear more valuable and potentially more attractive to institutional investors.

👥 Board Composition and Leadership Structure 🏛️

The board of directors is composed of nine members and operates under a three-class staggered structure, meaning only one class of directors is elected annually. Board leadership is currently structured with Ms. Simona Skerjanec as the Chair of the Board.

• Lead Independent Director: Mr. Barclay Phillips is designated as the Lead Independent Director. This is a critical role, giving him specific responsibilities like advising the CEO and acting as a non-exclusive liaison between the Chair and the independent directors.
• Independent Directors: The board confirms that seven directors—Ms. Howson, Dr. Neermann, Mr. Phillips, Dr. Rudick, Ms. Skerjanec, Mr. Congleton, and Mr. Nagel—are independent directors according to Nasdaq rules. Dr. Nash and Dr. Vitt are noted as not currently independent due to their roles as former Executive Chairman and CEO, respectively.

🥇 Dedicated Committee Roles and Oversight 🛡️

The board maintains three key standing committees: Audit, Compensation, and Nominating and Governance. These committees are essential internal systems that provide specialized oversight, which is a hallmark of strong corporate governance.

• Audit Committee: Chaired by Mr. Phillips, this committee oversees all corporate accounting and financial reporting. Its sole authority includes engaging, appointing, and overseeing the independent auditors and reviewing financial statements.
• Compensation Committee: Chaired by Mr. Congleton, this committee handles the company’s executive compensation programs. It is responsible for evaluating the performance of the CEO and designated employees when recommending pay levels.
• Nominating and Governance Committee: Chaired by Dr. Neermann, this group assists the board in reviewing and recommending nominees for directors. Importantly, it also oversees corporate governance practices, including reviewing cybersecurity policies and ensuring compliance with the Foreign Corrupt Practices Act.

👩‍🔬 Key Leadership and Executive Officers 🧑‍💻

The document provides extensive biographical details for both the directors and the executive officers, highlighting deep industry experience. For instance, Dr. Duane Nash's background includes roles at Wedbush PacGrow Life Sciences, while Ms. Skerjanec has "nearly thirty years of global experience in the pharmaceutical industry," including senior roles at Roche.

• Key Officers: The executive team is led by Dr. Daniel Vitt (CEO, Director), Jason Tardio (COO, President), Dr. Hella Kohlhof (CSO), Dr. Andreas Muehler (CMO), Inderpal Singh (General Counsel), Patrick Walsh (CBO), Glenn Whaley (CFO), and Werner Gladdines (CDO).
• Whaley’s Experience: Glenn Whaley, the CFO, brings over 30 years of experience in accounting and finance, having served in major financial roles at companies like Alvogen, Inc., and ImClone Systems.

💰 Named Executive Officer (NEO) Compensation 💵

The compensation structure is complex, utilizing a mix of annual base salary, annual target bonuses, and equity awards. The Compensation Committee consulted Aon, an independent compensation consulting firm, for recommendations, affirming that the committee’s decision-making remains independent of management.

• Top Earnings (2025): Mr. Barclay Phillips received the highest total compensation among non-employee directors in 2025, totaling $171,975, driven by a $75,000 cash fee and $96,975 in option awards.
• Largest Package: Dr. Daniel Vitt (CEO) recorded the highest total compensation for the year ended December 31, 2025, at $2,311,272.
• Bonus Payout: In February 2026, the board approved a 115% bonus payout for 2025 to Daniel Vitt, Andreas Muehler, Glenn Whaley, and Jason Tardio.

🛠️ Dr. Daniel Vitt's Multiple Employment Agreements 📄

The CEO’s compensation structure is highly detailed, showing multiple agreements due to his physical relocation plans.

• Temporary Relocation (New Vitt Agreement, Dec 13, 2024): This agreement set his annual salary at $610,000 and a target bonus of 55% of his salary, while allowing him to receive a housing allowance of up to $100,000 monthly.
• New Employment Agreement (Dec 29, 2025): The agreement was split: he commits 50% of his time to the Company in the U.S. (salary $305,000) and 50% to Immunic AG in Germany. The total compensation package remains structured around an annual target bonus of 55% of his annual salary.
• German Service Agreement (Addendum, Dec 29, 2025): For his work in Immunic AG, he agreed to a fixed annual salary of €282,826.50 and an annual variable remuneration of up to €155,786.50.

🤝 Historical Agreements with Dr. Duane Nash 🗓️

Dr. Nash has had several agreements spanning multiple years, increasing his base salary and options each time the agreement was extended.

• Initial Term (April 17, 2020): Started with a monthly base salary of $25,417.
• Second Addendum (April 15, 2021): Increased his monthly base salary to $27,960 and granted a one-time award of 90,000 stock options.
• Third Addendum (March 15, 2022): Further raised his monthly base salary to $29,358 and granted a one-time award of 75,000 stock options.

⚖️ Policies and Governance Mandates 📜

The board has implemented several written policies to manage risk and ensure proper conduct. These policies include a Clawback Policy, an Insider Trading Policy, and an Equity Compensation Policy.

• Clawback Policy: Adopted in 2023, this policy states that the company will seek to recover incentive-based compensation from any current or former executive officer if the company must restate its financial statements due to material noncompliance with securities laws.
• Insider Trading: The board adopted a policy prohibiting all directors, officers, and employees from engaging in transactions in publicly-traded options (like puts and calls) or other derivative securities designed to decrease the risks associated with holding Company securities.

🌍 Regulatory and Compliance Oversight ⚠️

The committee structure shows Immunic's deep commitment to legal and ethical compliance. The committee roles specifically include mandates regarding international law, such as the review of policies with respect to the United States Foreign Corrupt Practices Act.

👉 The Scope of Oversight: The board has a structured, detailed process for reviewing risks, covering not only financial accounting (Audit Committee) but also operational risks (full board) and governance integrity (Nominating Committee).

📞 Key Contacts and Resources 📬

For any communication with non-management directors, messages should be sent to Immunic, Inc., Attention: Corporate Secretary, located at 1200 Avenue of the Americas, Suite 200, New York, New York 10036. The corporate secretary monitors these messages and provides a summary to the board at each meeting.

🧠 The Analogy — The Corporate Board as a City Council 🏘️

Think of the board of directors like the City Council of a major city. The CEO (Daniel Vitt) is the Mayor, responsible for directing daily operations. The CFO (Glenn Whaley) is the Treasurer, making sure the books balance. The specialized committees—like the Audit Committee (Financial Oversight) or the Compensation Committee (Pay Decisions)—are like expert commissions (e.g., the Sanitation Commission or the Planning Commission). They don't run the city, but they independently review highly technical areas, ensuring that when the final decision is made, it’s safe, lawful, and financially sound for everyone (the stockholders).

🧩 Final Takeaway — 💡

Immunic is undertaking a major governance and financial realignment, underscored by the reverse stock split and numerous detailed amendments. The board shows a high level of internal control and oversight, particularly through its three specialized, independent committees.