Immunic : Underwriting Agreement (Form 8-K)

Entry Into a Material Definitive Agreement.

On July 15, 2021, Immunic, Inc. (the 'Company') entered into an underwriting agreement (the 'Underwriting Agreement') with Piper Sandler & Co., as representative of the several underwriters listed on Schedule A thereto (the 'Underwriters'), in connection with the Company's public offering (the 'Offering') of 4,500,000 shares (the 'Shares') of the Company's common stock, $0.0001 par value per share (the 'Common Stock'), at a public offering price of $10.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 675,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions.

On July 19, 2021, the Company closed the Offering. The net proceeds to the Company from the Offering, are expected to be approximately $42.0 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and which is incorporated herein by reference. Dentons US LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 15, 2021, by and between Immunic, Inc. and Piper Sandler & Co.
5.1		Opinion of Dentons US LLP
23.1		Consent of Dentons US LLP (contained in Exhibit 5.1)
104		Cover Page to this Current Report on Form 8-K in Inline XBRL