IMMUNIC, INC. — Major Shareholding Notification 2025

Aug 14, 2025

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SCHEDULE 13G/A 0000921895-24-000094 Field: Pseudo-Tag; ID: Name; Data: BIOTECHNOLOGY VALUE FUND L P 0000918923 XXXXXXXX LIVE 1 Common Stock, $0.0001 par value 06/30/2025 0001280776 IMMUNIC, INC. 4525EP101 1200 AVENUE OF THE AMERICAS SUITE 200 NEW YORK X1 10036 Rule 13d-1(c) BIOTECHNOLOGY VALUE FUND L P a DE 0.00 6268162.00 0.00 6268162.00 6268162.00 N 6.4 PN BVF I GP LLC a DE 0.00 6268162.00 0.00 6268162.00 6268162.00 N 6.4 OO BIOTECHNOLOGY VALUE FUND II LP a DE 0.00 3027105.00 0.00 3027105.00 3027105.00 N 3.2 PN BVF II GP LLC a DE 0.00 3027105.00 0.00 3027105.00 3027105.00 N 3.2 OO Biotechnology Value Trading Fund OS LP a E9 0.00 315231.00 0.00 315231.00 315231.00 N 0.3 PN BVF Partners OS Ltd. a E9 0.00 315231.00 0.00 315231.00 315231.00 N 0.3 CO BVF GP HOLDINGS LLC a DE 0.00 9295267.00 0.00 9295267.00 9295267.00 N 9.5 OO BVF PARTNERS L P/IL a DE 0.00 9785178.00 0.00 9785178.00 9785178.00 N 9.99 IA PN BVF INC/IL a DE 0.00 9785178.00 0.00 9785178.00 9785178.00 N 9.99 CO LAMPERT MARK N a X1 0.00 9785178.00 0.00 9785178.00 9785178.00 N 9.99 IN IMMUNIC, INC. Biotechnology Value Fund, L.P. ("BVF") BVF I GP LLC ("BVF GP") Biotechnology Value Fund II, L.P. ("BVF2") BVF II GP LLC ("BVF2 GP") Biotechnology Value Trading Fund OS LP ("Trading Fund OS") BVF Partners OS Ltd. ("Partners OS") BVF GP Holdings LLC ("BVF GPH") BVF Partners L.P. ("Partners") BVF Inc. Mark N. Lampert ("Mr. Lampert") Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Biotechnology Value Fund, L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF I GP LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Fund II, L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF II GP LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Trading Fund OS LP PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands BVF Partners OS Ltd. PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands BVF GP Holdings LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF Partners L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF Inc. 44 Montgomery St., 40th Floor San Francisco, California 94104 Mark N. Lampert 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Fund, L.P. Delaware BVF I GP LLC Delaware Biotechnology Value Fund II, L.P. Delaware BVF II GP LLC Delaware Biotechnology Value Trading Fund OS LP Cayman Islands BVF Partners OS Ltd. Cayman Islands BVF GP Holdings LLC Delaware BVF Partners L.P. Delaware BVF Inc. Delaware Mark N. Lampert United States Y As of the close of business on June 30, 2025, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held certain Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 8,580,151 Shares. The Pre-Funded Warrants are exercisable immediately, do not expire, and have an exercise price of $0.0001 per Share. The Reporting Persons and the Partners Managed Account may not exercise any portion of the Pre-Funded Warrants they hold to the extent that, after giving effect to such issuance after exercise, they (together with their Attribution Parties (as defined in the Securities Purchase Agreement, dated January 4, 2024, by and among the Issuer and the investors that are signatories thereto)), would beneficially own in excess of 9.9% of the Shares outstanding (the "Warrants Blocker"). As of the close of business on June 30, 2025, the Warrants Blocker prohibited the exercise of all the Pre-Funded Warrants held by the Reporting Persons and the Partners Managed Account. As of the close of business on June 30, 2025, the Reporting Persons and the Partners Managed Account held certain Pre-Funded Warrants (the "New Pre-Funded Warrants") exercisable for an aggregate of 13,335,000 Shares. The New Pre-Funded Warrants are accompanied by Series A Warrants and Series B Warrants (each of which are defined and described below). The New Pre-Funded Warrants are exercisable immediately, do not expire, and have an exercise price of $0.0001 per Share. A holder of New Pre-Funded Warrants will not be entitled to exercise any portion of such New Pre-Funded Warrants that, upon giving effect to such exercise, would cause the aggregate number of Shares beneficially owned by such holder (together with its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to exceed 9.99% of the total number of then issued and outstanding Shares, as such percentage ownership is determined in accordance with the terms of the New Pre-Funded Warrants (the "New Warrants Blocker"). As of the close of business on June 30, 2025, the New Warrants Blocker limited the exercise of the New Pre-Funded Warrants to 2,132,206 out of the 13,335,000 Shares underlying the New Pre-Funded Warrants held by the Reporting Persons and the Partners Managed Account. As of the close of business on June 30, 2025, the Reporting Persons and the Partners Managed Account held certain Series A warrants (the "Series A Warrants") exercisable for an aggregate of 13,335,000 Shares and Series B warrants (the "Series B Warrants") exercisable for an aggregate of 13,335,000 Shares. The Series A Warrants are exercisable immediately at an exercise price of $0.75 per Share and expire on December 31, 2025. The Series B Warrants are exercisable at any time from the earlier of (i) October 1, 2025, (ii) the first day following any five trading days during which the volume weighted average price for Shares during such five trading day period is $1.25 or greater (the "VWAP Target"), or (iii) immediately prior to the consummation of a Fundamental Transaction (as defined in the Series B Warrants) for one Share at an exercise price of $0.75 per Share and expire five years from the date of issuance. In addition, the Series A Warrants and Series B Warrants will immediately expire in proportion to the extent that the corresponding New Pre-Funded Warrants are exercised prior to September 30, 2025; provided that this term will not apply to the Series B Warrants immediately as of the date of achievement of the VWAP Target. A holder of the Series A Warrants and Series B Warrants will not be entitled to exercise any portion of such warrant that, upon giving effect to such exercise, would cause the aggregate number of Shares beneficially owned by such holder (together with its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with the holder for purposes of Section 13(d) of the Exchange Act) to exceed 9.99% of the number of Shares outstanding immediately after giving effect to the exercise (the "Series A and B Blocker"). As of the close of business on June 30, 2025, the Series A and B Blocker prohibited the exercise of all the Series A Warrants and Series B Warrants held by the Reporting Persons and the Partners Managed Account. If the holder is not permitted to exercise a Series A Warrant or a Series B Warrant for Shares due to the Series A and B Warrants Blocker, then the holder may exercise such warrant at an exercise price of $0.7499 for an equivalent number of pre-funded warrants with an exercise price of $0.0001 in substantially the same form as the New Pre-Funded Warrants. As of the close of business on June 30, 2025 (i) BVF beneficially owned 6,268,162 Shares, including 2,132,206 Shares underlying certain New Pre-Funded Warrants held by it, and excluding (a) 4,685,315 Shares underlying certain New Pre-Funded Warrants held by it, (b) 4,496,000 Shares underlying the Pre-Funded Warrants held by it, (c) 6,817,521 Shares underlying the Series A Warrants held by it, and (d) and 6,817,521 Shares underlying the Series B Warrants held by it, (ii) BVF2 beneficially owned 3,027,105 Shares, excluding (a) 5,278,894 Shares underlying the New Pre-Funded Warrants held by it, (b) 3,514,428 Shares underlying the Pre-Funded Warrants held by it, (c) 5,278,894 Shares underlying the Series A Warrants held by it, and (d) 5,278,894 Shares underlying the Series B Warrants held by it, and (iii) Trading Fund OS beneficially owned 315,231 Shares, excluding (a) 912,813 Shares underlying the New Pre-Funded Warrants held by it, (b) 444,452 Shares underlying the Pre-Funded Warrants held by it, (c) 912,813 Shares underlying the Series A Warrants held by it, and (d) 912,813 Shares underlying the Series B Warrants held by it. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 6,268,162 Shares beneficially owned by BVF. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 3,027,105 Shares beneficially owned by BVF2. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 315,231 Shares beneficially owned by Trading Fund OS. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 9,295,267 Shares beneficially owned in the aggregate by BVF and BVF2. Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 9,785,178 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners Managed Account, including 174,680 Shares held in the Partners Managed Account, which excludes (a) 325,772 Shares underlying the New Pre-Funded Warrants held in the Partners Managed Account, (b) 125,271 Shares underlying the Pre-Funded Warrants held in the Partners Managed Account, (c) 325,772 Shares underlying the Series A Warrants held by it, and (d) 325,772 Shares underlying the Series B Warrants held in the Partners Managed Account. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 9,785,178 Shares beneficially owned by Partners. Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 9,785,178 Shares beneficially owned by BVF Inc. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. The following percentages are based on a denominator that is the sum of (i) 95,817,536 Shares outstanding as of May 14, 2025, which is the total number of Shares outstanding as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission on May 30, 2025 and (ii) 2,132,206 Shares issuable upon the exercise of certain New Pre-Funded Warrants owned by the Reporting Persons, as applicable. As of the close of business on June 30, 2025, (i) BVF beneficially owned approximately 6.4% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.2% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 6.4% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.2% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.5% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account). See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. Y N BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account. Y N See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on January 18, 2024. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. BIOTECHNOLOGY VALUE FUND L P /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 BVF I GP LLC /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 BIOTECHNOLOGY VALUE FUND II LP /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 BVF II GP LLC /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 Biotechnology Value Trading Fund OS LP /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 BVF Partners OS Ltd. /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 BVF GP HOLDINGS LLC /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 BVF PARTNERS L P/IL /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 BVF INC/IL /s/ Mark N. Lampert Mark N. Lampert, Authorized Signatory 08/14/2025 LAMPERT MARK N /s/ Mark N. Lampert Mark N. Lampert 08/14/2025