8-K - IMUX - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December29, 2025

IMMUNIC, INC.

(Exact name of registrant as specified in itscharter)

Delaware	001-36201	56-2358443
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 Avenue of the Americas, Suite 200

New York, NY 10036

USA

(Address of principal executive offices)

Registrant’s telephone number, includingarea code: (332) 255-9818

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.0001	IMUX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Item 5.02. Departure of Directors or PrincipalOfficers; Election of Directors; Appointment of Principal Officers.

Dr. Duane Nash Employment Agreement

On December 29, 2025, in connection with Immunic, Inc.’s (the “Company”) recent incorporation of Gliomic Therapeutics Inc., a Delaware corporation, and a wholly-owned subsidiary of the Company (“Gliomic”), Duane Nash, Executive Chairman of the Company, entered into an employment agreement (the “Nash Agreement”) with the Company, pursuant to which Dr. Nash will serve as Chief Executive Officer and President of Gliomic, effective January 1, 2026.

The Nash Agreement provides for, among other things: (i) a monthly base salary of $33,987; (ii) entitlement to participate in all Company employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to other full-time employees; and (iii) customary reimbursement for certain business- or employment-related expenses. Certain compensation received by Dr. Nash, whether in accordance with the Nash Agreement or otherwise, is subject to the Company’s clawback compensation policy (and any other similar policy as applicable). The Nash Agreement also provides that upon Dr. Nash’s termination of employment for any reason, Dr. Nash shall be entitled to (i) a lump sum payment on the Date of Termination (as defined in the Nash Agreement) in an amount equal to the sum of Dr. Nash’s earned but unpaid base salary through the Date of Termination; (ii) COBRA reimbursement for six months; and (iii) any other benefits or rights Dr. Nash accrued or earned through the Date of Termination, in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company.

The Nash Agreement provides that Dr. Nash will continue to serve as Chief Executive Officer and President of Gliomic until the Date of Termination. During the Term of Employment (as defined in the Nash Agreement), the Company will not pay Dr. Nash any additional cash retainer for serving on the Company’s board of directors (the “Board”) or for acting as the Chairman of the Board. Upon termination of the Nash Agreement, Dr. Nash shall be entitled to be paid the cash retainer payable to outside directors on the Board of the Company and to the Chairman of the Board of Company for the period of time beginning from and after the Date of Termination and for so long as Dr. Nash remains on the Board and serves as the Chairman of the Board. On December 31, 2025, Dr. Nash’s employment agreement with the Company, pursuant to which Dr. Nash was appointed Executive Chairman of the Company, expired by its terms.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Nash Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Dr. Daniel Vitt Employment Agreement

On December 29, 2025, Dr. Daniel Vitt, Chief Executive Officer and Director of the Company, entered into an employment agreement with the Company setting forth the terms and conditions regarding Dr. Vitt’s remuneration and other provisions of employment with the Company while he is performing services in the United States (the “New Employment Agreement”). Pursuant to the New Employment Agreement, Dr. Vitt has agreed to spend fifty percent (50%) of his working time in the United States during the term of the New Employment Agreement and to spend the remaining fifty percent (50%) of his working time in Germany. While working in the United States, Dr. Vitt will perform services only for the Company and while working in Germany, Dr. Vitt will perform services only as a member of the Management Board (the “Management Board”) of Immunic AG, a wholly-owned subsidiary of the Company, pursuant to a management agreement (the “Management Board Agreement”) between Dr. Vitt and Immunic AG.

The New Employment Agreement provides that Dr. Vitt will continue to serve as Chief Executive Officer of the Company until the earlier of (i) the date that Dr. Vitt is reappointed on a full-time basis to the Management Board of Immunic AG and (ii) Dr. Vitt’s Date of Termination (as defined in the New Employment Agreement). During the Term of Employment (as defined in the New Employment Agreement), Dr. Vitt shall devote (i) fifty percent (50%) of his working time, attention and effort to the affairs of the Company, excluding any periods of disability, vacation, or sick leave to which Dr. Vitt is entitled, and shall use his reasonable best efforts to perform the duties properly assigned to him thereunder and to promote the interests of the Company, and (ii) the remaining fifty percent (50%) of his working time to perform services for Immunic AG in Germany, pursuant to the Management Board Agreement.

The New Employment Agreement provides, among other things, an annual base salary of $305,000 and an annual target bonus of 55% of Dr. Vitt’s annual salary. From time to time, Dr. Vitt may continue to receive equity incentive awards pursuant to the Company’s 2019 Omnibus Equity Incentive Plan (or supplemental or succeeding equity plan as applicable). Certain compensation received by Dr. Vitt, whether in accordance with the New Employment Agreement or otherwise, is subject to the Company’s clawback compensation policy (and any other similar policy as applicable).

Pursuant to the terms of the Management Board Agreement, Dr. Vitt is entitled to participate in employee benefit plans of Immunic AG. Additionally, the Company may reimburse Dr. Vitt up to $50,000 for U.S. housing expenses during the term of the New Employment Agreement, subject to the conditions set forth in the New Employment Agreement. Dr. Vitt shall also be entitled to customary reimbursement for certain business- or employment-related expenses during the Term of Employment.

On December 29, 2025, Dr. Vitt entered into an addendum (the “Addendum”) to that certain service agreement by and between Immunic AG and Dr. Vitt, as most recently amended on December 19, 2023 (the “Service Agreement”), which agreement was suspended pursuant to the agreement on suspension of the service agreement (the “Suspension Agreement”) by and between Immunic AG and Dr. Vitt, dated December 18, 2024. Pursuant to the Addendum, the suspension of the Service Agreement under the Suspension Agreement shall be terminated without replacement effective December 31, 2025. Pursuant to the Addendum, Dr. Vitt shall devote fifty percent (50%) of his working time to Immunic AG. Additionally, the Addendum provides for, among other things: (i) a fixed annual salary of €282,826.50, payable on a monthly basis; (ii) annual variable remuneration of up to €155,786.50 if certain annual targets are achieved; and (iii) total annual vacation of 30 working days.

The preceding summaries do not purport to be complete and are qualified in their entirety by reference to the New Employment Agreement and Addendum, which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit	Description
10.1	Employment Agreement, dated December 29, 2025, between Immunic, Inc. and Dr. Duane Nash.
10.2	Employment Agreement, dated December 29, 2025, between Immunic, Inc. and Dr. Daniel Vitt.
10.3	Addendum to Service Agreement, dated December 29, 2025, between Immunic AG and Dr. Daniel Vitt.
104	Cover Page to this Current Report on Form 8-K in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: January 5, 2026	Immunic, Inc.
	By:	/s/ Daniel Vitt
		Daniel Vitt
		Chief Executive Officer

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into on December 29, 2025 and effective as of January 1, 2026 (the “EffectiveDate”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and DUANENASH (the “Executive”).

WHEREAS, the Company has recently incorporated Gliomic Therapeutics Inc., a Delaware corporation, as a wholly-owned subsidiary of the Company (“Gliomic”);

WHEREAS, the Company desires that the Executive serve the Company in the capacity of Chief Executive Officer and President of Gliomic and the Executive has agreed to serve in such position in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Executive hereby agree as follows:

1. Term of Employment. The Company shall employ the Executive, and the Executive shall accept employment, upon the terms and conditions set forth in this Agreement for the period commencing on the Effective Date and ending on the Date of Termination as provided in Section 5 (such period, including any extension as provided below, shall be referred to as the “Term of Employment”).

2. Executive’s Duties and Obligations.

(a) Duties. The Executive shall serve as the Chief Executive Officer and President of Gliomic. In such capacity, the Executive shall perform all duties reasonably requested by the Company’s Chief Executive Officer and the Board of Directors of the Company (“Board”). The Executive shall report directly to the Company’s Chief Executive Officer and the Board and shall be subject to reasonable policies established by the Board.

(b) Location of Employment. The Executive’s principal place of business shall be located in San Diego, California. In addition, the Executive acknowledges and agrees that the performance by the Executive of the Executive’s duties shall require frequent travel including, without limitation, overseas travel from time to time.

(c) Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement. In consideration of the covenants contained herein, the Executive has executed and agrees to be bound by the Confidential Information, Assignment of Rights, and Non-Solicitation Agreement (the “Confidentiality Agreement”). The Executive shall comply at all times with the covenants (including covenants not to solicit employees, consultants and independent contractors) and other terms and conditions of the Confidentiality Agreement and all other reasonable policies of the Company governing its confidential and proprietary information. The Executive’s obligations under the Confidentiality Agreement shall survive the Term of Employment.

3. Devotion of Time to the Company’s Business.

(a) Efforts. During the Term of Employment, the Executive shall devote a sufficient amount of his business time, attention and effort to the affairs of the Company and shall use his reasonable best efforts to perform the duties properly assigned to him hereunder and to promote the interests of the Company.

(b) Other Activities. The Executive may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements and may manage personal investments; provided that such activities do not individually or in the aggregate significantly interfere with the performance of his duties under this Agreement. In addition, the Executive may continue to provide consulting services to Aerpio Pharmaceuticals, Inc. during the Term of Employment so long as such provision of consulting services does not conflict with the Executive’s performance under this Agreement. The Executive confirms that his execution of this Agreement and provision of services hereunder does not, and will not, violate the terms of any separate agreement he may have with such company.

4. Compensation and Benefits.

(a) Base Salary. During the Term of Employment, the Company shall pay to the Executive in accordance with its normal payroll practices a monthly salary of $33,987 per month (“Base Salary”). During the Term of Employment, the Company shall not pay to the Executive any additional cash retainer for serving on the Company’s Board or for acting as the Chairman of the Board. Upon the termination of this Agreement, the Executive shall be entitled to be paid the cash retainer payable to outside directors on the Board and to the Chairman of the Board for the period of time beginning from and after the Date of Termination and for so long as the Executive remains on the Board and serves as the Chairman of the Board.

(b) Benefits. During the Term of Employment, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company’s senior executives or to other full-time employees on substantially the same basis that such benefits are provided to such senior executives of a similar level or to other full-time employees (including, without limitation profit-sharing, savings and other retirement plans or programs (e.g., a 401(k) plan)), long-term cash incentive plan, program or arrangement, medical, dental, hospitalization, vision, short- term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other fringe benefit or employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs (whether funded or unfunded). Nothing in this Agreement shall be construed to require the Company to establish or maintain any such fringe or employee benefit plans, programs or arrangements.

(c) Reimbursement of Expenses. During the Term of Employment, the Executive shall be entitled to receive prompt reimbursement for all reasonable business-related or employment-related expenses incurred by the Executive upon the receipt by the Company of reasonable documentation in accordance with standard practices, policies and procedures applicable to other senior executives of the Company.

(d) Liability Insurance. The Company shall maintain directors’ and officers’ liability insurance covering the Executive during the Term of Employment.

5. Termination of Employment.

(a) The Term of Employment shall be automatically terminated upon the first to occur of the following (the date of such event, the “Date of Termination”).

(i) End Date. The Executive’s employment shall terminate on July 1, 2026 or such later date as shall be mutually agreed to in writing by the Executive and the Company.

(ii) Death. The Executive’s employment shall terminate immediately upon the Executive’s death.

(iii) Sale of Majority Control of Gliomic. The Executive’s employment shall terminate if the Company ceases to own a majority of the outstanding voting equity interests in Gliomic.

(b) For clarity, termination of this Agreement shall not constitute a termination of the Executive’s status as the Chairman of the Board.

6. Compensation and Benefits Payable Upon of Termination of Employment. Upon the Executive’s termination of employment for any reason, the Executive (or his Beneficiary following the Executive’s death) shall receive:

(a) a lump sum payment on the Date of Termination in an amount equal to the sum of the Executive’s earned but unpaid Base Salary through his Date of Termination;

(b) reimbursement of the COBRA premiums, if any, paid by the Executive or by the Executive’s spouse and dependents for continuation coverage for the Executive and his spouse and dependents under the Company’s group health, dental and vision plans for a six (6) month period from the Date of Termination; and

(c) any other benefits or rights the Executive has accrued or earned through his Date of Termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company.

7. Beneficiary. If the Executive dies prior to receiving all of the amounts payable to him in accordance with the terms of this Agreement, such amounts shall be paid to one or more beneficiaries (each, a “Beneficiary”) designated by the Executive in writing to the Company during his lifetime, or if no such Beneficiary is designated, to the Executive’s estate. Such payments shall be made in accordance with the terms of this Agreement. The Executive, without the consent of any prior Beneficiary, may change his designation of Beneficiary or Beneficiaries at any time or from time to time by a submitting to the Company a new designation in writing.

8. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, email or mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company:

Immunic, Inc.

c/o Immunic AG

Lochhamer Schlag 21

82166 Gräfelfing, Germany

Attn: Chief Executive Officer

Email: daniel.vitt@imux.com

If to the Executive:

To the address on file with the records of the Company.

Addresses may be changed by written notice sent to the other party at the last recorded address of that party.

9. Withholding. The Company shall be entitled to withhold from payments due hereunder any required federal, state or local withholding or other taxes.

10. Arbitration.

(a) If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement or any dispute or claim between the Executive and the Company or its officers, directors, agents, or employees (a “Dispute”), then either party may require the matter to be settled by final and binding arbitration by sending written notice of such election to the other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms and conditions of this Section 10. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm or to enforce the terms of the Confidentiality Agreement.

(b) The Dispute shall be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties, and specific performance giving effect to the decision of the arbitrator may be ordered by any court of competent jurisdiction.

(c) Nothing contained herein shall operate to prevent either party from asserting counterclaim(s) in any arbitration commenced in accordance with this Agreement, and any such party need not comply with the procedural provisions of this Section 10 in order to assert such counterclaim(s).

(d) The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in New York or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted pursuant to the Employment Arbitration Rules of AAA as in effect at the time of the arbitration hearing, such arbitration to be completed in a sixty (60)-day period. In addition, the following rules and procedures shall apply to the arbitration:

(e) The arbitrator shall have the sole authority to decide whether or not any Dispute between the parties is arbitrable and whether the party presenting the issues to be arbitrated has satisfied the conditions precedent to such party’s right to commence arbitration as required by this Section 10.

(f) The decision of the arbitrator, which shall be in writing and state the findings, the facts and conclusions of law upon which the decision is based, shall be final and binding upon the parties, who shall forthwith comply after receipt thereof. Judgment upon the award rendered by the arbitrator may be entered by any competent court. Each party submits itself to the jurisdiction of any such court, but only for the entry and enforcement to judgment with respect to the decision of the arbitrator hereunder.

(g) The arbitrator shall have the power to grant all legal and equitable remedies (including, without limitation, specific performance) and award compensatory and punitive damages if authorized by applicable law.

(h) The parties shall bear their own costs in preparing for and participating in the resolution of any Dispute pursuant to this Section 10, and the costs of the arbitrator(s) shall be equally divided between the parties.

(i) Except as provided in the last sentence of Section 10(a), the provisions of this Section 10 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 10 shall pay the costs of the other party, including, without limitation, reasonable attorney’s fees and defense costs.

11. Recoupment.

(a) Policy. Any incentive-based compensation received by the Executive, whether pursuant to this Agreement or otherwise, that is granted, earned or vested based in any part on attainment of a financial reporting measure, shall be subject to the terms and conditions of the Company’s Claw Back Compensation Policy, if any (the “Recoupment Policy”), and any other policy of recoupment of compensation as shall be adopted from time to time by the Board or its Compensation Committee as it deems necessary or appropriate to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 304 of the Sarbanes-Oxley Act of 2002, and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing. The terms and conditions of the Recoupment Policy, including any changes to the Recoupment Policy adopted from time to time by the Company, are hereby incorporated by reference into this Agreement.

(b) Non-Indemnification and Advancement for Recoupment. The Company shall not be obligated to indemnify or advance funds to the Executive for any payment or reimbursement by the Executive to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Executive or payment of any profits realized by the Executive from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934 or under the rules of the stock exchange on which the common stock of the Company is listed (including any such payments or reimbursements under Section 304 and 306 of the Sarbanes-Oxley Act of 2002, or pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing).

12. Miscellaneous.

(a) Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of New York without regard to the application of choice of law rules.

(b) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other prior agreements, promises, understandings and representations regarding the Executive’s employment, compensation, severance or other payments contingent upon the Executive’s termination of employment, whether written or otherwise.

(c) Amendments. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties hereto.

(d) Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provisions shall be construed, if possible, so as to be enforceable under applicable law, or such provisions shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

(e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the beneficiaries, heirs and representatives of the Executive (including the Beneficiary) and the successors and assigns of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or substantially all of its assets, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. Regardless whether such agreement is executed, this Agreement shall be binding upon any successor of the Company in accordance with the operation of law and such successor shall be deemed the Company for purposes of this Agreement.

(f) Successors and Assigns; Nonalienation of Benefits. Except as provided in Section (e) in the case of the Company, or to the Beneficiary in the case of the death of the Executive, this Agreement is not assignable by any party. Compensation and benefits payable to the Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Executive or a Beneficiary, as applicable, and any such attempt to dispose of any right to benefits payable hereunder shall be void and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge.

(g) Remedies Cumulative; No Waiver. No remedy conferred upon either party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by either party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in such party’s sole discretion.

(h) Survivorship. Notwithstanding anything in this Agreement to the contrary, all terms and provisions of this Agreement that by their nature extend beyond the Date of Termination shall survive termination of this Agreement.

(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one document.

13. No Contract of Employment. Nothing contained in this Agreement will be construed as a right of the Executive to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge the Executive with or without cause.

14. Section 409A of the Code. To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

15. Executive Acknowledgement. The Executive hereby acknowledges that the Executive has read and understands the provisions of this Agreement, that the Executive has been given the opportunity for the Executive’s legal counsel to review this Agreement, that the provisions of this Agreement are reasonable and that the Executive has received a copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be executed as of the 29th day of December 2025.

IMMUNIC, INC.
By:	/s/<br> Daniel Vitt
Name:	Daniel Vitt
Title:	Chief Executive Officer
EXECUTIVE
/s/ Duane Nash
Duane Nash

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into on December 29, 2025, and effective as of January 1, 2026 (the “EffectiveDate”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and DANIELVITT (the “Executive”).

WHEREAS, the Executive has agreed to spend fifty percent (50%) of his working time in the United States during the term of this Agreement and to spend the remaining fifty percent (50%) of his working time in Germany;

WHEREAS, while working in the United States, the Executive will perform services only for the Company and while working in Germany, the Executive will perform services only as a member of the Management Board (the “Management Board”) of Immunic AG, a wholly-owned subsidiary of the Company (the “Company Subsidiary”) pursuant to a management agreement between the Executive and the Company Subsidiary (the “Management Board Agreement”); and

WHEREAS, the Company and the Executive desire that this Agreement be entered into to govern the remuneration terms of employment of the Executive, in his capacity as the Chief Executive Officer of the Company, while he is performing services in the United States.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Executive hereby agree as follows:

1. Certain Definitions. The following terms, as used herein, have the following meanings:

(a) “Board” mans the Board of Directors of the Company.

(b) “Cause” means one or more of the following: (i) the Executive’s willful failure to perform his duties hereunder or the lawful directives of the Board (other than as a result of illness or injury), (ii) the conviction of, or plea of nolocontendere by, the Executive to, a felony or a crime involving moral turpitude, (iii) the Executive’s commission of any willful acts of personal dishonesty in connection with his responsibilities as an employee of the Company that could reasonably be expected to materially impair or damage the property, goodwill, reputation, business or finances of the Company, (iv) the Executive’s willful and material violation of the Company’s policies regarding ethics or conduct (including sexual harassment and other similar policies) that could reasonably be expected to impair or damage the property, goodwill, reputation, business or finances of the Company or its affiliates or (v) the Executive’s breach of his obligations under the Confidentiality Agreement.

(c) “Change of Control” means the occurrence of any of the following events: (i) a change in the ownership of the Company which occurs on the date that any one person or entity, or more than one person or entity acting as a group (collectively, a “Person” for purposes of this definition), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; (ii) a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 1(b)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, or (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company. For purposes of this Section 1(b)(iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change of Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(d) “Change of Control Period” means the twelve (12) month period following a Change of Control.

(e) “Date of Termination” means the date specified in a written notice of termination delivered pursuant to Section 6, or the Executive’s last date as an active employee of the Company before a termination of employment due to his death.

(f) “Disabled” or “Disability” means a mental or physical condition that renders the Executive substantially incapable of performing his duties and obligations under this Agreement, after taking into account provisions for reasonable accommodation, as determined by a medical doctor (such doctor to be mutually determined in good faith by the parties) for four (4) or more consecutive months or for a total of four (4) months during any twelve (12) consecutive months.

(g) “Good Reason” means, unless the Executive has consented in writing thereto, the occurrence of any of the following: (i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, including any change in status, title, authority, duties or responsibilities or any other action which results in a material diminution in such status, title, authority, duties or responsibilities, (ii) a material reduction in the Executive’s Base Salary by the Company or (iii) the relocation of the Executive’s office outside of New York, NY by the Board (unless Executive approves such relocation) or the Company Subsidiary’s office in Germany.

2. Term of Employment. The terms and conditions set forth in this Agreement will commence on the Effective Date and end on the earlier of: (a) the date that the Executive is reappointed on a full time basis to the Management Board of the Company Subsidiary, and (b) the Executive’s Date of Termination (such period, including any extension as provided below, shall be referred to as the “Termof Employment”).

3. Executive’s Duties and Obligations.

(a) Duties. The Executive shall serve as the Chief Executive Officer of the Company. The Executive shall be responsible for all duties customarily associated with the Chief Executive Officer of a publicly-traded company. The Executive shall report to the Board.

(b) Location of Employment. It is understood that the Executive will be working predominantly out of the Company’s New York, NY office pursuant to the terms of this Agreement and that Executive will work predominantly out of the Company Subsidiary’s Gräfelfing office pursuant to the terms of the Management Board Agreement. In addition, the Executive acknowledges and agrees that the performance by the Executive of the Executive’s duties shall require travel including, without limitation, overseas travel from time to time.

(c) Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement. In consideration of the covenants contained herein, the Executive has executed and agrees to continue to be bound by a Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement (the “Confidentiality Agreement”). The Executive shall comply at all times with the covenants (including covenants not to compete or solicit employees, consultants and independent contractors) and other terms and conditions of the Confidentiality Agreement and all other reasonable policies of the Company governing its confidential and proprietary information. The Executive’s obligations under the Confidentiality Agreement shall survive the Term of Employment.

4. Devotion of Time to the Company’s Business. During the Term of Employment, the Executive shall devote fifty percent (50%) of his business time, attention and effort to the affairs of the Company, excluding any periods of disability, vacation, or sick leave to which the Executive is entitled, and shall use his reasonable best efforts to perform the duties properly assigned to him hereunder and to promote the interests of the Company. It is agreed the Executive shall devote the remaining fifty percent (50%) of his business time to perform services for the Company Subsidiary in Germany pursuant to his Management Board Agreement. The Executive may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements and may manage personal investments; provided that such activities do not individually or in the aggregate significantly interfere with the performance of his duties under this Agreement.

5. Compensation and Benefits.

(a) Base Salary. The Company shall pay to the Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annual salary at a rate of three hundred and five thousand dollars ($305,000) per annum (“Base Salary”). The Executive’s Base Salary shall be reviewed annually for the purpose of determining increases, if any, based on the Executive’s performance, the performance of the Company, then prevailing salary scales for comparable positions, inflation and other relevant factors. Effective as of the date of any increase in the Executive’s Base Salary, Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to the Executive under this Agreement.

(b) Annual Bonus. During the Term of Employment, the Executive shall be eligible to receive an annual cash incentive award (“AnnualBonus”) pursuant to the bonus plan then in effect for the employees of the Company (the “Bonus Plan”). All Annual Bonuses are subject to the terms and conditions of then-current Bonus Plan adopted by the Company. If the Executive achieves his target performance goals for a fiscal year, which goals shall be determined by the Compensation Committee of the Board (the “CompensationCommittee”) on an annual or more frequent basis, the Annual Bonus shall be not less than fifty five percent (55%) of the Executive’s Base Salary. To be eligible to receive an Annual Bonus, or any portion thereof, the Executive must be actively employed by the Company or any of its subsidiaries at the time the Annual Bonus, if any, is paid, except as otherwise provided below.

(c) Equity Awards. The Executive has been granted stock option equity awards under the Immunic, Inc. 2019 Omnibus Equity Incentive Plan (the “Equity Plan”). From time to time, the Executive may receive additional equity incentive awards under the Equity Plan (or under any other equity incentive plan adopted by the Company to supplement or succeed the Equity Plan). All such awards are referred to herein as the “Equity Awards.”

(d) Benefits. Pursuant to the terms of the Management Board Agreement, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company Subsidiary’s executives on substantially the same basis that such benefits are provided to such executives of a similar level or to other full-time employees.

(e) Vacations. During the Term of Employment, the Executive shall be entitled to continue to take vacation pursuant to the policy in effect for the members of the Management Board of the Company Subsidiary.

(f) Reimbursement of Expenses. During the Term of Employment, the Executive shall be entitled to receive prompt reimbursement for all reasonable business-related or employment-related expenses incurred by the Executive upon the receipt by the Company of reasonable documentation in accordance with standard practices, policies and procedures applicable to other senior executives of the Company. In addition, the Company will reimburse the Executive for his temporary housing expenses in the United States on a monthly basis during the Term of Employment; provided that such aggregate temporary housing reimbursement amount shall not exceed fifty thousand dollars ($50,000) without the prior written consent of the Board.

6. Termination of Employment. The Term of Employment shall be automatically terminated upon the first to occur of the following:

(a) Death. The Executive’s employment shall terminate immediately upon the Executive’s death.

(b) Disability. If the Executive is Disabled, either party may terminate the Executive’s employment due to such Disability upon delivery of written notice to the other party. The effective date of such termination of employment will be the Date of Termination set forth in such written notice or immediately upon delivery of such written notice if no effective date is specified in the written notice. For avoidance of doubt, if the Executive’s employment is terminated pursuant to this Section 6(b), his employment will not constitute a termination of employment by the Company without Cause or by the Executive for Good Reason.

(c) Termination by the Executive Without Good Reason. The Executive may terminate his employment for any reason other than Good Reason upon his delivery of written notice to the Company at least thirty (30) days prior to his Date of Termination.

(d) Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason if (i) not later than ninety (90) days after the occurrence of any act or omission that constitutes Good Reason, the Executive provides the Company with a written notice setting forth in reasonable detail the acts or omissions that constitute Good Reason, (ii) the Company fails to correct or cure the acts or omissions within thirty (30) days after it receives such written notice, and (iii) the Executive terminates his employment with the Company after the expiration of such cure period but not later than thirty (30) days after the expiration of such cure period.

(e) Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause upon delivery of written notice to the Executive at least thirty (30) days prior to his Date of Termination.

(f) Termination by the Company for Cause. Upon the occurrence of any act or omission that constitutes Cause, the Company may terminate the Executive’s employment upon delivery of written notice to the Executive at least fifteen (15) days prior to his Date of Termination, unless the Executive cures, if curable, such acts or omissions constituting Cause to the satisfaction of the Company prior to the expiration of such period.

7. Compensation and Benefits Payable Upon of Termination of Employment Unrelated to a Change of Control.

(a) Payment of Accrued But Unpaid Compensation and Benefits. Upon the Executive’s termination of employment for any reason outside of the Change of Control Period, the Executive (or his Beneficiary following the Executive’s death) shall receive (i) a lump sum payment on the Date of Termination in an amount equal to the sum of the Executive’s earned but unpaid Base Salary through his Date of Termination plus his accrued but unused vacation days at the Executive’s Base Salary in effect as of his Date of Termination; plus (ii) any other benefits or rights the Executive has accrued or earned through his Date of Termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company. Except as provided in Section 7(b) or Section 7(c) below or as expressly provided pursuant to the terms of any employee benefit plan, the Executive will not be entitled to earn or accrue any additional compensation or benefits for any period following his Date of Termination.

(b) Termination of Employment Due to Death or Disability. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated due to his death or Disability outside of the Change of Control Period, the Executive (or his Beneficiary following the Executive’s death) shall receive:

(i) the Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination payable at the same time annual bonuses for such fiscal year are paid to other key employees of the Company pursuant to the terms of the Bonus Plan;

(ii) one hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; and

(iii) reimbursement of the COBRA premiums, if any, paid by the Executive or by the Executive’s spouse and dependents for continuation coverage for the Executive and his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

(c) Termination of Employment by the Company Without Cause or by the Executive for Good Reason. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, and such termination occurs outside of the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 10, the Executive (or his Beneficiary following the Executive’s death) shall receive:

(ii) one hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable;

(iii) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to twelve (12) months of Base Salary; and

(iv) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the Date of Termination.

Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as of the date of the breach and the Executive shall be entitled to no further payments hereunder.

8. Termination of Employment by the Company Without Cause or by the Executive for Good Reason in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, and such termination occurs during the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 10, the Executive (or his Beneficiary following the Executive’s death) shall receive:

(a) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, equal to the Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year ended prior to his Date of Termination;

(b) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, equal one hundred percent (100%) of the Executive’s target bonus as in effect for the fiscal year in which the Executive’s termination of employment occurs; provided that, for avoidance of doubt, the amount paid to the Executive pursuant to this Section 8(b) will not be prorated based on the actual amount of time the Executive is employed by the Company during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs;

(c) one hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable;

(d) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, in an amount equal to eighteen (18) months of Base Salary; and

(e) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a eighteen (18) month period from the Date of Termination.

9. Terminations Within Sixty (60) Days Prior to a Change of Control. If (a) the Executive incurred a termination prior to a Change of Control that qualifies the Executive for severance payments under Section 7(c) and (b) a Change of Control occurs within sixty (60) days following the Executive’s termination of employment, then upon the Change of Control, the Executive shall be entitled to a lump-sum payment of the amount calculated under this Section 8, less amounts already paid under Section 7(c), subject to compliance with Section 10.

10. Release. As a condition of receiving the compensation and benefits described in Section 7(c) or Section 8, the Executive must execute a release of any and all claims arising out of the Executive’s employment with the Company or the Executive’s separation from such employment (including, without limitation, claims relating to age, disability, sex or race discrimination to the extent permitted by law), excepting (i) claims for benefits under any employee benefit plan in accordance with the terms of such employee benefit plan, (ii) any right to exercise Equity Awards that are vested on the Date of Termination pursuant to the terms of such Equity Awards (as modified by the Employment Agreement), (iii) claims based on breach of the Company’s obligations to pay the compensation and benefits described in Section 5 and Section 7(a), Section 7(c) or Section 8 of this Employment Agreement, (iv) claims arising under the Age Discrimination in Employment Act after the date the Executive signs such release, and (v) any right to indemnification by the Company or to coverage under directors and officers liability insurance to which the Executive is otherwise entitled in accordance with this Agreement and the Company’s articles of incorporation or by laws or other agreement between the Executive and the Company (the “Release”). Such Release shall be in a form tendered to the Executive by the Company within five (5) business days following the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, which shall comply with any applicable legislation or judicial requirements, including, but not limited to, the Older Workers Benefit Protection Act, and shall be substantially in the form of release attached as Exhibit A. The compensation and benefits described in Section 7(c) or Section 8 will not be paid to the Executive if the Executive fails to execute the Release within the time frame specified in such Release, if the Executive revokes the Release within the applicable revocation period set forth in such Release or if the revocation period expires more than sixty (60) days following the Executive’s Date of Termination.

11. Excess Parachute Excise Tax.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (including any acceleration) by the Company or any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”) to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 11) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Executive (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company will automatically reduce such Payments to the extent, but only to the extent, necessary so that no portion of the remaining Payments will be subject to the Excise Tax, unless the amount of such Payments that the Executive would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Executive would retain after payment of all applicable Federal, state and local taxes after applying such reduction. Unless otherwise elected by the Executive, to the extent permitted under Code Section 409A, such reduction shall first be applied to any severance payments payable to the Executive under this Agreement, then to the accelerated vesting on any Equity Awards.

(b) All determinations required to be made under this Section 11, including the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by either the Company or the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

12. Legal Fees. Each party shall be responsible for its own legal fees and expenses in connection with any claim or dispute relating to this Agreement.

13. Beneficiary. If the Executive dies prior to receiving all of the amounts payable to him in accordance with the terms of this Agreement, such amounts shall be paid to one or more beneficiaries (each, a “Beneficiary”) designated by the Executive in writing to the Company during his lifetime, or if no such Beneficiary is designated, to the Executive’s estate. Such payments shall be made in accordance with the terms of this Agreement. The Executive, without the consent of any prior Beneficiary, may change his designation of Beneficiary or Beneficiaries at any time or from time to time by a submitting to the Company a new designation in writing.

14. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, email or mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company:

Immunic, Inc.

c/o Immunic AG

Lochhamer Schlag 21

82166 Gräfelfing, Germany

Attn: Inderpal Singh

Email: inderpal.singh@imux.com

If to the Executive:

To the address on file with the records of the Company.

Addresses may be changed by written notice sent to the other party at the last recorded address of that party.

15. Withholding. The Company shall be entitled to withhold from payments due hereunder any required federal, state or local withholding or other taxes.

16. Arbitration.

(a) If the parties are unable to resolve any dispute or claim relating directly or indirectly to this agreement or any dispute or claim between the Executive and the Company or its officers, directors, agents, or employees (a “Dispute”), then either party may require the matter to be settled by final and binding arbitration by sending written notice of such election to the other party clearly marked “Arbitration Demand.” Thereupon such Dispute shall be arbitrated in accordance with the terms and conditions of this Section 16. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm or to enforce the terms of the Confidentiality Agreement.

(d) The arbitration shall be filed with the office of the American Arbitration Association (“AAA”) located in New York or such other AAA office as the parties may agree upon (without any obligation to so agree). The arbitration shall be conducted pursuant to the Employment Arbitration Rules of the AAA as in effect at the time of the arbitration hearing, such arbitration to be completed in a sixty (60)-day period. In addition, the following rules and procedures shall apply to the arbitration:

(h) Except as otherwise provided in Section 12 or by law, the parties shall bear their own costs in preparing for and participating in the resolution of any Dispute pursuant to this Section 16, and the costs of the arbitrator(s) shall be equally divided between the parties.

(i) Except as provided in the last sentence of Section 16(a), the provisions of this Section 16 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any Dispute arising in connection with this Agreement. Any party commencing a lawsuit in violation of this Section 16 shall pay the costs of the other party, including, without limitation, reasonable attorney’s fees and defense costs.

17. Recoupment.

(a) Policy. Any incentive-based compensation received by the Executive including Annual Bonus and Equity Awards, whether pursuant to this Agreement or otherwise, that is granted, earned or vested based in any part on attainment of a financial reporting measure, shall be subject to the terms and conditions of the Company’s Claw Back Compensation Policy (the “Recoupment Policy”), and any other policy of recoupment of compensation as shall be adopted from time to time by the Board or the Compensation Committee as it deems necessary or appropriate to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 304 of the Sarbanes-Oxley Act of 2002, and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any of the foregoing. The terms and conditions of the Recoupment Policy, including any changes to the Recoupment Policy adopted from time to time by the Company, are hereby incorporated by reference into this Agreement.

18. Miscellaneous

(a) Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of New York without regard to the application of choice of law rules.

(c) Amendments. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties hereto.

(f) Successors and Assigns; Non-alienation of Benefits. Except as provided in Section 18(e) in the case of the Company, or to the Beneficiary in the case of the death of the Executive, this Agreement is not assignable by any party. Compensation and benefits payable to the Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the Executive or a Beneficiary, as applicable, and any such attempt to dispose of any right to benefits payable hereunder shall be void and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge.

(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one document.

19. No Contract of Employment. Nothing contained in this Agreement will be construed as a right of the Executive to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge the Executive with or without Cause.

20. Section 409A of the Code.

(a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder.

(b) Notwithstanding any provision in this Agreement to the contrary, if the Executive is deemed on the date of the Executive’s separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s separation from service, and (ii) the date of the Executive’s death. On the first day of the seventh (7^th^) month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 20 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due to the Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7 or 8) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such installment shall be treated as a separate payment for purposes of Section 409A.

21. Executive’s Acknowledgement. The Executive hereby acknowledges that the Executive has read and understands the provisions of this Agreement, that the Executive has been given the opportunity for the Executive’s legal counsel to review this Agreement, that the provisions of this Agreement are reasonable and that the Executive has received a copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be executed as of the 29th day of December 2025.

IMMUNIC, INC.
By:	/s/<br> Duane Nash
Name:	Duane Nash
Title:	Executive Chairman
EXECUTIVE
/s/<br> Daniel Vitt
Daniel Vitt

EXHIBIT A

WAIVER AND RELEASE

This is a Waiver and Release (“Release”) between Daniel Vitt (“Executive”) and Immunic, Inc. (the “Company”). The Company and the Executive agree that they have entered into this Release voluntarily, and that it is intended to be a legally binding commitment between them.

In consideration for and contingent upon the Executive’s right to receive the benefits described in the Employment Agreement between the Company and the Executive (the “Employment Agreement”) and this Release, the Executive hereby agrees as follows:

(a) General Waiver and Release. Except as provided in Paragraph (e) below, the Executive and any person acting through or under the Executive hereby release, waive and forever discharge the Company, its past and present subsidiaries and affiliates, and their respective successors and assigns, and their respective past and present officers, trustees, directors, shareholders, employees and agents of each of them, from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys’ fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a “Claim”), arising or which could have arisen up to and including the date of his execution of this Release, including without limitation those arising out of or relating to the Executive’s employment or cessation and termination of employment, or any other written or oral agreement, any change in the Executive’s employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge (including any Claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Executive Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or employee order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by the Executive against the Company or its subsidiaries and affiliates in any legal, administrative or other proceeding. the Executive agrees that if any action is brought in his name before any court or administrative body, the Executive will not accept any payment of monies in connection therewith.

(b) Miscellaneous. the Executive agrees that Section 7(c) of the Employment Agreement (which is specifically incorporated herein by reference) specifies payments from the Company to himself, the total of which meets or exceeds any and all funds due him by the Company, and that he will not seek to obtain any additional funds from the Company with the exception of non-reimbursed business expenses. (This covenant does not preclude the Executive from seeking workers’ compensation, unemployment compensation, or benefit payments from the Company’s insurance carriers that could be due him.)

(c) Non-Solicitation, Confidentiality and Non-Solicitation Covenants. the Executive warrants that the Executive has, and will comply fully with Section 3(c) of the Employment Agreement and the provisions of the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement by and between the Company and the Executive.

EXHIBIT-A- 1

(d) THE COMPANY AND THE EXECUTIVE AGREE THAT THE BENEFITS DESCRIBED IN SECTION 7(C) OF THE EMPLOYMENT AGREEMENT AS SUBJECT TO THE EXECUTIVE’S COMPLIANCE WITH SECTION 9 THEREOF ARE CONTINGENT UPON THE EXECUTIVE SIGNING THIS RELEASE. THE EXECUTIVE FURTHER UNDERSTANDS AND AGREES THAT IN SIGNING THIS RELEASE, EXECUTIVE IS RELEASING POTENTIAL LEGAL CLAIMS AGAINST THE COMPANY. THE EXECUTIVE UNDERSTANDS AND AGREES THAT IF HE DECIDES NOT TO SIGN THIS RELEASE, OR IF HE REVOKES THIS RELEASE, THAT HE WILL IMMEDIATELY REFUND TO THE COMPANY ANY AND ALL SEVERANCE PAYMENTS AND OTHER BENEFITS HE MAY HAVE ALREADY RECEIVED.

(e) The waiver contained in Paragraph (a) and (b) above does not apply to:

(i)	Any claims for benefits under employee benefit plans in accordance with the terms of the applicable employee<br>benefit plan, including the Executive’s right to elect continuation coverage under the Company’s group health, dental and/or<br>visions plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA),
(ii)	Any right to exercise stock options or stock appreciation rights that were vested and exercisable on the<br>Date of Termination in accordance with the terms thereof (as modified by the Employment Agreement);
---	---
(iii)	Any Claim under or based on a breach of the Company’s obligations to pay the compensation and benefits<br>described in Sections 5 or 7(a) or (c) of the Employment Agreement,
---	---
(iv)	Rights or Claims that may arise under the Age Discrimination in Employment Act after the date that the<br>Executive signs this Release, and
---	---
(v)	Any right to indemnification by the Company or to coverage under directors and officers liability insurance<br>to which the Executive is otherwise entitled in accordance with the Employment Agreement or the Company’s articles of incorporation<br>or by-laws or other agreement between the Executive and the Company.
---	---

(f) EXECUTIVE ACKNOWLEDGES THAT HE HAS READ AND IS VOLUNTARILY SIGNING THIS RELEASE. EMPLOYEE ALSO ACKNOWLEDGES THAT HE IS HEREBY ADVISED TO CONSULT WITH AN ATTORNEY, HE HAS BEEN GIVEN AT LEAST [21][45] DAYS TO CONSIDER THIS RELEASE BEFORE THE DEADLINE FOR SIGNING IT; [HE HAS RECEIVED A RECEIVED A WRITTEN DESCRIPTION OF THE JOB TITLES AND AGES ALL INDIVIDUALS SELECTED FOR THIS JOB ELIMINATION PROGRAMAND THE AGES OF ANY INDIVIDUALS IN THE SAME JOB CLASSIFICATIONS WHO ARE NOT SELECTED FOR THIS JOB ELIMINATION PROGRAM AS PROVIDED BY THEADEA (SUCH DESCRIPTION ATTACHED AS EXHIBIT A HERETO)]; AND HE UNDERSTANDS THAT HE MAY REVOKE THE RELEASE WITHIN SEVEN (7) DAYS AFTER SIGNING IT. IF NOT REVOKED WITHIN SUCH PERIOD, THIS RELEASE WILL BECOME EFFECTIVE ON THE EIGHTH (8) DAY AFTER IT IS SIGNED BY EXECUTIVE.

EXHIBIT-A- 2

BY SIGNING BELOW, BOTH THE COMPANY AND EXECUTIVE AGREE THAT THEY UNDERSTAND AND ACCEPT EACH PART OF THIS RELEASE.

Daniel Vitt
(Date Signed)

ACCEPTED AND DATED AS OF ___________________

IMMUNIC, INC.
By:
Name:
Title:

EXHIBIT-A- 3

Änderungsvereinbarung zum<br><br> <br>DIENSTVERTRAG vom 18./19. Dezember 2023	Addendum to the SERVICE AGREEMENT dated December 18/19, 2023
zwischen	between
der Immunic AG, Lochhamer<br> Schlag 21, 82166 Gräfelfing	Immunic AG, Lochhamer Schlag 21, 82166 Gräfelfing
(im Folgenden: „Gesellschaft“)	(hereinafter: “Company”)
und	and
Herrn Dr. Daniel Vitt, Seidlhofstraße 18, 80639 München	Dr. Daniel Vitt, Seidlhofstraße 18, 80639 Munich
(im Folgenden: „Vorstandsmitglied“)	(hereinafter: “Board Member”)
Präambel	Preamble
Der Vorstand ist erstmalig mit Wirkung ab dem 01.01.2017 zum Mitglied des Vorstandes der Gesellschaft bestellt worden. Die letztmalige Bestellung zum Mitglied des Vorstandes hätte mit Ablauf des 31.12.2026 geendet. Am 18. Dezember 2024 legte der Vorstand jedoch mit Wirkung zum 1. Januar 2025 sein Amt nieder. Mit Beschluss des Aufsichtsrats vom 20 Dezember 2025 wurde der Vorstand mit Wirkung zum 1. Januar 2026 bis zum Ablauf des 31. Dezember 2026 erneut zum Vorstand bestellt.	The Board Member was appointed to the company's Board for the first time with effect from January 1, 2017. The last appointment as a member of the Board would have ended at the end of December 31, 2026. However, the Board Member resigned from his role as Board Member on December 18, 2024, with effect from January 1, 2025. By resolution of the Supervisory Board dated December 20, 2025, the Board Member was reappointed with effect from January 1, 2026 until the end of December 31, 2026.
Die dienstvertraglichen Beziehungen zwischen den Parteien werden durch den Dienstvertrag vom 29. September 2016 sowie diverser Änderungsvereinbarungen geregelt, zuletzt am 18./19. Dezember 2023 („Dienstvertrag“). Das Dienstverhältnis wurde mit Vereinbarung über die Suspendierung des Dienstvertrages vom 18. Dezember 2024 suspendiert.	The service agreement between the parties is governed by the service agreement dated September 29, 2016, and various amendment agreements, most recently on December 18/19, 2023 ("Service Agreement"). The service relationship was suspended with Agreement on the Suspension of the Service Agreement, dated December 18, 2024.
In der folgenden Änderungsvereinbarung sollen insbesondere Vergütung und Arbeitszeit des Vorstands angepasst sowie die Suspendierung des oben genannten Dienstvertrages aufgehoben werden. Der Vorstand soll ab dem 1. Januar 2026 50% seiner Arbeitsleistung bei der Gesellschaft und 50% bei der amerikanischen Gesellschaft, Immunic, Inc., ableisten. Dies vorausgeschickt, vereinbaren die Parteien folgende Änderungen zum vorbenannten Dienstvertrag. Diese Präambel ist integraler Bestandteil dieser Änderungsvereinbarung.	In particular, the remuneration and working hours of the Board Member are to be adjusted in the following addendum, and the suspension of the above-mentioned Service Agreement is to be lifted. From January 1, 2026, the Management Board member shall perform 50% of his work for the Company and 50% for the American company Immunic, Inc. Now, therefore the parties agree on the following amendments to the aforementioned Service Agreement. This preamble shall be an integral part of this Addendum.
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I. Aufhebung der VEREINBARUNG über die SUSPENDIERUNGdes DIENSTVERTRAGES	I. Termination of AGREEMENT on the SUSPENSION of the SERVICE AGREEMENT
Die Parteien sind sich einig, dass<br> die am 18. Dezember 2024 zwischen den Parteien geschlossene Vereinbarung über die Suspendierung des Dienstvertrages zum Ende des<br> 31. Dezember 2025 ersatzlos aufgehoben wird.	The parties agree that the Agreement on the suspension of the Service Agreement, concluded between the parties on December 18, 2024, shall be terminated without replacement at the end of December 31, 2025.
Der zwischen den Parteien am 18./19. Dezember 2023 geschlossene Dienstvertrag lebt zum Beginn des 1. Januar 2026, vorbehaltlich der in dieser Vereinbarung geregelten Änderungen, in seiner ursprünglichen Form wieder auf.	The Service Agreement concluded between the parties on December 18/19, 2023, shall be revived in its original form at the beginning of January 1, 2026, subject to the amendments set out in this agreement.
II. Änderung des § 2 Ziffer 1 des Dienstvertrages.	II. Amendment to Clause 2 (1) of the Service Agreement.
§ 2 Ziffer 1 des Dienstvertrages wird wie folgt geändert:	Clause 2 (1) of the Service Agreement is amended as follows:
Der Vorstand stellt seine Arbeitskraft zu 50%<br> in den Dienst der Gesellschaft. Die übrigen 50% seiner Arbeitskraft stellt er in den Dienst der Immunic, Inc. In der Bestimmung seiner<br> Tätigkeitszeiten ist der Vorstand im Rahmen der betrieblichen Erfordernisse frei.	The Board Member devotes 50% of his working capacity to the Company. The remaining 50% of his working capacity is devoted to Immunic, Inc. He shall be able to schedule his working hours, subject to business requirements.
III. Änderung des § 3 des Dienstvertrages.	III. Amendment to Clause 3 of the Service Agreement.
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§ 3 Ziffer 1 a) und b) des Dienstvertrages werden wie folgt geändert:	Clause 3 (1) a) and b) of the Service Agreement are amended as follows:
1. Der<br> Vorstand erhält für seine Tätigkeit bei der Gesellschaft	1. The Board Member receives for his activities
a) ein festes Jahresgehalt („Grundvergütung“) in Höhe von EUR 282.826,50 brutto, das in 12 gleichen Monatsraten jeweils nachträglich am Monatsletzten ausbezahlt wird. Sofern dieser Vertrag nicht während der Dauer eines gesamten Kalenderjahres besteht, wird das Jahresfestgehalt zeitanteilig gezahlt.	a) a fixed annual salary ("Basic Remuneration") in the amount of EUR 282,826.50 gross, paid in 12 equal monthly instalments at the end of each month. If this agreement does not exist for the duration of an entire calendar year, the fixed annual salary shall be paid pro rata temporis.
b) eine jährliche variable Vergütung, die bei 100-prozentigem Erreichen der festgelegten Jahresziele maximal EUR 155.786,50 brutto beträgt, also 55% der jährlichen Grundvergütung gemäß Ziffer a) zuvor. Die Einzelheiten, insbesondere zum Verfahren der Zielfestlegung, zur Feststellung zur Fälligkeit ergeben sich aus dem Rahmenvertrag zur Zielvereinbarung in seiner jeweils geltenden Fassung. Die Art der Ziele, der Voraussetzungen für ihre Erreichung und ihre Gewichtung zueinander werden für das jeweilige Geschäftsjahr in einer gesonderten Zielfestlegung niedergelegt.	b) an annual variable remuneration of up to EUR 155,786.50 gross if the defined annual targets are achieved 100 percent, i.e. 55 % of the annual basic remuneration in accordance with a) above. The details, in particular with regard to the procedure for setting targets, determining the achievement of targets and the due date, are set out in the Framework Agreement regarding the targets (Rahmenvertrag zur Zielvereinbarung) in its current version. The nature of the objectives, the conditions for their achievement and their weighting in relation to each other are laid down for each financial year in a separate target setting.
IV. Änderung des § 5 des Dienstvertrages.	IV. Amendment to Clause 5 of the Service Agreement.
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§ 5 des Dienstvertrages wird wie folgt geändert:	Clause 5 of the Service Agreement is amended as follows:
1. Für den Vorstand ergibt sich durch diesen Dienstvertrag im Zusammenspiel mit dem Dienstvertrag mit der Immunic, Inc. ein Gesamturlaubsanspruch in Höhe von 30 Arbeitstagen. Arbeitstage sind alle Kalendertage mit Ausnahme von Samstagen, Sonntagen und gesetzlichen Feiertagen am Sitz der Gesellschaft. Bei unterjährigem Beschäftigungsbeginn oder -ende wird der Jahresurlaub in diesem Kalenderjahr zeitanteilig gewährt.	1. This Service Agreement, in conjunction with the service agreement with Immunic, Inc., entitles the Board Member to a total annual vacation of 30 working days. Working days are all calendar days except Saturdays, Sundays and public holidays at the company's registered office. If employment begins or ends during the course of the year, annual vacation in this calendar year will be granted pro rata temporis.
2. Die Urlaubszeit ist unter Berücksichtigung der Geschäftslage mit den anderen Vorstandsmitgliedern abzustimmen.	2. The holiday period shall be coordinated with the other members of the Executive Board, taking into account the business situation.
V. Die<br> übrigen Bestimmungen des Dienstvertrages behalten unverändert ihre Gültigkeit.	V. The<br> other provisions of the Service Agreement remain unaffected.
VI. Die<br> deutsche Fassung dieser Änderungsvereinbarung ist maßgeblich.	VI. The<br> German version of this addendum shall be authoritative.

Gesellschaft / Company	Vorstandsmitglied / Board Member
Ort/ Place	Ort/ Place
Datum / Date	Datum / Date
/s/ Jörg Neermann	/s/ Daniel Vitt
Unterschrift / Signature:	Unterschrift / Signature:
Für die Gesellschaft, vertreten durch den	Vorstandsmitglied / Board Member
Aufsichtsrat, dieser vertreten durch den
Aufsichtsratsvorsitzender /
On behalf of the Company, represented by
the Supervisory Board, this represented by
the Chairman of the Supervisory Board