Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2021, Immunic AG, a wholly-owned subsidiary of Immunic, Inc. (the "Company"), and 4SC AG ("4SC") entered into a Settlement Agreement (the "Agreement"), pursuant to which Immunic AG will settle its remaining obligation of a 4.4% royalty for $17.25 million. The payment will be made 50% in cash and 50% in shares of Immunic's common stock (the "Shares"). Pursuant to the Agreement, the Company will use commercially reasonable efforts to file and have declared effective a resale shelf registration statement on Form S-3 covering the resale of the Shares.

Immunic AG acquired IMU-838 from 4SC AG pursuant to an Asset Purchase Agreement dated May 13, 2016. With the execution of the Agreement, no further payment obligations remain between Immunic AG and 4SC.

On March 31, 2021, the Company issued a press release announcing the execution of the Agreement. The Agreement and the press release are attached as Exhibits 10.1 and 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.

The issuance and sale of the Shares has not been registered under the Securities Act. The Shares have been sold and issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.

None of the Shares may be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any such Shares.

Item 9.01. Financial Statements and Exhibits





Exhibit     Description

              Settlement Agreement, dated March 31, 2021, between Immunic AG and
10.1*       4SC AG.
99.1          Press Release, dated March 31, 2021.
104         Cover Page to this Current Report on Form 8-K in Inline XBRL

* Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not material and (ii) would be competitively harmful if publicly disclosed.

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