Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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IMMUNIC, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
4525EP101 (CUSIP Number) |
02/17/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 4525EP101 |
| 1 | Names of Reporting Persons
Soleus Capital Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,792,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The number of shares reported in the table above includes (x) 1,146,000 shares of the common stock, par value $0.0001 per share ("Common Stock"), of Immunic, Inc. (the "Issuer"), issuable upon the exercise of pre-funded warrants held by Master Fund (the "PFWs"), which PFWs are presently exercisable at an exercise price of $0.0001 per share of Common Stock, and (y) 1,146,000 shares of Common Stock issuable upon the exercise of warrants held by Master Fund that are exercisable on the first trading date following the date on which the Issuer consummates the reverse split of its Common Stock contemplated by that certain Securities Purchase Agreement dated as of February 12, 2026 by and among the Issuer and the investors party thereto at an exercise price of $0.873220 per share of Common Stock (such warrants, the "Common Warrants"). (3) The percentage set forth in row 11 is calculated based upon 120,284,724 shares of Common Stock outstanding as of November 11, 2025, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 13, 2025 (the "Form 10-Q").
SCHEDULE 13G
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| CUSIP No. | 4525EP101 |
| 1 | Names of Reporting Persons
Soleus Capital, LLC | ||||||||
| 2 |
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,792,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The number of shares reported in the table above includes (x) 1,146,000 shares of Common Stock issuable upon the exercise of the PFWs and (y) 1,146,000 shares of Common Stock issuable upon the exercise of the Common Warrants. (3) The percentage set forth in row 11 is calculated based upon 120,284,724 shares of Common Stock outstanding as of November 11, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 4525EP101 |
| 1 | Names of Reporting Persons
Soleus Capital Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,792,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The number of shares reported in the table above includes (x) 1,146,000 shares of Common Stock issuable upon the exercise of the PFWs and (y) 1,146,000 shares of Common Stock issuable upon the exercise of the Common Warrants. (3) The percentage set forth in row 11 is calculated based upon 120,284,724 shares of Common Stock outstanding as of November 11, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 4525EP101 |
| 1 | Names of Reporting Persons
Soleus Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,792,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The number of shares reported in the table above includes (x) 1,146,000 shares of Common Stock issuable upon the exercise of the PFWs and (y) 1,146,000 shares of Common Stock issuable upon the exercise of the Common Warrants. (3) The percentage set forth in row 11 is calculated based upon 120,284,724 shares of Common Stock outstanding as of November 11, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 4525EP101 |
| 1 | Names of Reporting Persons
Soleus GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,792,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaim
s beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The number of shares reported in the table above includes (x) 1,146,000 shares of Common Stock issuable upon the exercise of the PFWs and (y) 1,146,000 shares of Common Stock issuable upon the exercise of the Common Warrants. (3) The percentage set forth in row 11 is calculated based upon 120,284,724 shares of Common Stock outstanding as of November 11, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 4525EP101 |
| 1 | Names of Reporting Persons
Guy Levy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,792,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons \s the beneficial owner of such shares for any other purpose. (2) The number of shares reported in the table above includes (x) 1,146,000 shares of Common Stock issuable upon the exercise of the PFWs and (y) 1,146,000 shares of Common Stock issuable upon the exercise of the Common Warrants. (3) The percentage set forth in row 11 is calculated based upon 120,284,724 shares of Common Stock outstanding as of November 11, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
IMMUNIC, INC. | |
| (b) | Address of issuer's principal executive offices:
1200 Avenue of the Americas, Suite 200, New York, NY 10036 | |
| Item 2. | ||
| (a) | Name of person filing:
Soleus Capital Master Fund, L.P. Soleus Capital, LLC Soleus Capital Group, LLC Soleus Capital Management, L.P. Soleus GP, LLC Guy Levy | |
| (b) | Address or principal business office or, if none, residence:
Soleus Capital Master Fund, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus Capital, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus Capital Group, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus GP, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830 Guy Levy, c/o Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830 | |
| (c) | Citizenship:
Soleus Capital Master Fund, L.P. - Cayman Islands Soleus Capital, LLC - Delaware Soleus Capital Group, LLC - Delaware Soleus Capital Management, L.P. - Delaware Soleus GP, LLC - Delaware Guy Levy - United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
4525EP101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference. 6,792,000 | |
| (b) | Percent of class:
5.5 % %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
6,792,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
6,792,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit 99.A - Joint Filing Agreement