Related Party Transactions

9 Months Ended

Sep. 30, 2026

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Executive Agreement with Duane Nash

On December 29, 2025, in connection with Immunic, Inc.’s incorporation of Gliomic Therapeutics, a Delaware corporation and at the time, a wholly-owned subsidiary of the Company, Duane Nash, former Executive Chairman of the Company, entered into an employment agreement (the “Nash Agreement”) with the Company, pursuant to which Dr. Nash agreed to serve as Chief Executive Officer and President of Gliomic Therapeutics, effective January 1, 2026. Dr. Nash was paid a monthly base salary of $33,987 from January 1, 2026 through June 30, 2026 at which such time the Nash Agreement was terminated and the Company no longer paid him a salary as CEO of Gliomic Therapeutics. Dr. Nash will receive COBRA reimbursement for six months beyond June 30, 2026. Dr. Nash was paid a prorated board of directors fee from July 1, 2026 until his resignation from the Board on September 10, 2026.

As described in Note 11, on September 12, 2026, pursuant to the Contribution Agreement, the Company contributed Gliomic Therapeutics to Gliomic Holdings in exchange for a 19.99% fully diluted equity interest, and Immunic AG entered into the Gliomic License Agreement with Gliomic Holdings (each of the Contribution Agreement, Gliomic Holdings and the Gliomic License Agreement as defined in Note 11). Dr. Nash, who served as a member of the Board until September 10, 2026 and as Chief Executive Officer and President of Gliomic Therapeutics through June 30, 2026, is the Chief Executive Officer of Gliomic Holdings and executed the Contribution Agreement and the Gliomic License Agreement on behalf of Gliomic Holdings.

Resignation of Dr. Daniel Vitt

On April 7, 2026, we entered into a Retention Bonus Agreement with Daniel Vitt, Ph.D., former Chief Executive Officer. The Agreement was entered into in connection with our commencement of a search for a new Chief Executive Officer and Dr. Vitt’s potential transition to a “C-Suite” role focused on strengthening our scientific strategy and driving portfolio advancement after a new Chief Executive Officer is hired.

Pursuant to the Agreement, subject to Dr. Vitt's continued employment with the Company through August 31, 2026, Dr. Vitt was entitled to receive a retention bonus equal to $670,000, less applicable withholdings and payroll deductions. The Retention Bonus would be paid in one lump sum on the first regularly scheduled pay date after the Retention Date, subject to the terms and conditions of the Agreement. No payments were made in regards to the Retention Bonus Agreement.

On May 22, 2026, Dr. Daniel Vitt, resigned as the Chief Executive Officer of the Company, effective June 1, 2026. The resignation of Dr. Vitt was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On August 6, 2026, Dr. Vitt resigned as a member of the Board. The resignation of Dr. Vitt was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On August 7, 2026, the Company entered into a Separation Agreement (the “Separation Agreement”) with Dr. Vitt, pursuant to which Dr. Vitt’s employment with the Company terminated on such date (the “Separation Date”). Pursuant to the Separation Agreement, Dr. Vitt agreed to serve as Chair of the Company’s Scientific Advisory Board (the “SAB”).

In addition, Dr. Vitt entered into an agreement with Immunic AG, a wholly owned subsidiary of the Company (the “Company Subsidiary”), pursuant to which he ceased to be a member of the Executive Board of the Company Subsidiary as of the Separation Date, and his service agreement with the Company Subsidiary, dated December 18, 2023 (the “Service Agreement”), terminated without any ongoing obligations. From the date of the Separation Agreement through the Separation Date, (a) the Company agreed to pay Dr. Vitt all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings, and (b) the Company Subsidiary agreed to pay Dr. Vitt all accrued salary earned under the Service Agreement through the Separation Date, subject to standard payroll deductions and withholdings, and the Company and the Company Subsidiary agreed to pay Dr. Vitt for all accrued and unused vacation days on the Company’s first regular payroll payday following the Separation Date.

Commencing on the Separation Date, Dr. Vitt began serving as a consultant to the Company Subsidiary for an initial period of twelve (12) months (the “Consulting Period”), in addition to serving as Chair of the SAB, providing consulting services on an as-needed basis for up to fifteen (15) hours per month, in exchange for a monthly retainer of €15,000. Dr. Vitt also agreed to non-competition and non- solicitation covenants through the Consulting Period and for six (6) months following the date he ceases to be a member of the SAB. In addition, the Company and the Company Subsidiary agreed to provide Dr. Vitt with severance benefits, subject to his timely execution and non-revocation of a release of claims in favor of the Company, including (i) a salary payment consisting of his base salary and the monthly installment of his fixed annual salary under the Service Agreement, in each case for a period of sixteen and one-half months following the Separation Date, of which the first twelve (12) installments (equal to $670,000 in the aggregate) will be paid in a lump sum on the first regular payroll payday following the Release Effective Date (as defined in the Separation Agreement) and the remaining four and one-half (4 months, 15 days) months will be paid in five (5) monthly installments (the last at half pay) beginning on the first regular payroll payday following the one-year anniversary of the Release Effective Date, (ii) an aggregate bonus payment of $276,375 (or the Euro equivalent), equal to seventy-five percent (75%) of his target bonus for fiscal year 2026, payable in a lump sum on or before the Company’s first regular payroll payday following the Release Effective Date, and (iii) reimbursement from the Company Subsidiary for the monthly cost of obtaining healthcare in Germany, in an amount not to exceed €1,500 per month, for a period of eighteen (18) months following the Release Effective Date. Additionally, 100% of Dr. Vitt’s outstanding equity awards vested as of the Separation Date in accordance with the original terms of the equity award agreements, and Dr. Vitt will have three (3) years following the Separation Date to exercise any vested equity awards. The Company also agreed to reimburse Dr. Vitt for legal fees incurred in connection with the negotiation of the Separation Agreement, up to a maximum of $20,000.

Resignation of Andreas Muehler, M.D., M.B.A.

On April 27, 2026, Andreas Muehler, M.D., M.B.A., resigned as the Chief Medical Officer of the Company. The resignation of Dr. Muehler was not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies, or practices. The Board and the Company are deeply grateful for Dr. Muehler’s service, dedication, and contributions to the Company.

In connection with Dr. Muehler’s resignation as Chief Medical Officer, the Company entered into a Transition, Separation, and Consulting Agreement with Dr. Muehler, dated April 27, 2026 (the “Separation Agreement”). Pursuant to the Separation Agreement, Dr. Muehler’s employment with the Company as Chief Medical Officer terminated on April 27, 2026, and Dr. Muehler’s title was changed to Senior Medical Officer. Dr. Muehler also agreed to resign from the Executive Board of Immunic AG, a wholly owned subsidiary of the Company, on or before April 30, 2026 (the “Separation Date”). Dr. Muehler served as Senior Medical Officer through the Separation Date. From the date of the Separation Agreement to the Separation Date, (a) the Company agreed to pay Dr. Muehler all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings, and (b) Immunic AG agreed to pay Dr. Muehler all accrued salary earned under the service agreement dated December 18, 2023, by and between Immunic AG and Dr. Muehler (the “Service Agreement”), through the Separation Date, subject to standard payroll deductions and withholdings.

Commencing on the Separation Date, Dr. Muehler will serve as a consultant to the Company for an initial period of ten (10) months, providing consulting services on an as-needed basis for up to twenty (20) hours per month, in exchange for a monthly retainer of $10,000. In addition, the Company agreed to provide Dr. Muehler with severance benefits, including a lump sum payment equal to twelve (12) months of Dr. Muehler’s base salary, a pro-rated bonus for fiscal 2026, provided that such bonus will be determined by the Company in the ordinary course and will be paid (to the extent determined to have been earned by the Company) when such bonus is paid to employees of the Company, and a lump sum payment from Immunic AG equal to twelve (12) months of Dr. Muehler’s fixed annual salary under the Service Agreement, subject to Dr. Muehler’s execution of a release of claims in favor of the Company and compliance with the terms of the Separation Agreement. Additionally, 100% of Dr. Muehler’s outstanding equity awards vested as of the Separation Date in accordance with the original terms of the equity award agreements. Dr. Muehler will have three (3) years following Separation Date to exercise any vested equity awards.