aibioImmunic, Inc. prices $5.1 million registered direct offering at $0.90 per share
Tickers IMUX
Immunic agreed on April 9, 2025 to sell 5,666,667 shares at $0.90 each for about $5.1 million, with Titan Partners Group LLC as sole placement agent. The company's 2024 annual report carried a going concern doubt and reported $35.7 million in cash at year end.
Key facts
- Company
- Immunic, Inc. (NASDAQ: IMUX)
- News type
- Financings
- Primary source
- IMMUNIC, INC. Form 8-K filed April 9, 2025 (SEC EDGAR)
Immunic, Inc. (Nasdaq: IMUX) is a biotechnology company developing oral, small-molecule therapies for chronic inflammatory and autoimmune diseases. On April 9, 2025 it agreed to sell 5,666,667 shares of common stock at $0.90 per share, for gross proceeds of about $5.1 million. The Form 8-K filed that day says the sale was made under a securities purchase agreement with "certain institutional and accredited investors," and that closing was expected on April 10, 2025.
The company's press release calls the deal a registered direct offering led by Aberdeen Investments, and says Immunic was selling all of the securities. The shares were registered on a Form S-3 shelf, File No. 333-275717, which the 8-K says was declared effective on May 31, 2024.
Who ran the deal
Titan Partners Group LLC, a division of American Capital Partners, LLC, was the placement agent. The press release calls it the sole placement agent. The 8-K says Immunic agreed to pay Titan a cash fee of 6.0% of the gross proceeds from investors it brought in, and to reimburse certain costs.
Immunic also agreed to issue Titan, or its designees, warrants for up to 283,334 shares, which the 8-K puts at 5.0% of the shares sold. The warrants carry an exercise price of $1.125, which is 125% of the offering price. They become exercisable 180 days after the placement agency agreement and expire on its fifth anniversary.
Dentons US LLP, counsel to the company, delivered an opinion on the legality of the shares, filed as Exhibit 5.1. The form of placement agency agreement names Ellenoff Grossman & Schole LLP as counsel to Titan, and it lets Titan recover up to $75,000 for its fees and expenses, including that firm's, after a $15,000 advance. The 8-K does not name the other investors, and the press release names only the lead.
Proceeds and stated use
The 8-K expects net proceeds of about $4.6 million after commissions and the company's offering expenses. The press release says the money will fund clinical trials and operations and other general corporate purposes.
What the 2024 annual report says
The annual report for fiscal 2024, filed March 31, 2025, reports a net loss of $100.5 million for 2024, against $93.6 million for 2023. The accumulated deficit reached $511.4 million at December 31, 2024, when cash and cash equivalents were $35.7 million.
The report carries a going concern explanatory paragraph from the company's auditor. It says the company's losses, negative cash flows from operations and uncertainty about raising enough cash raise substantial doubt about its ability to continue as a going concern. The report also says the company has not been successful in its funding efforts since January 2024. Without more capital, it says, the company does not have adequate liquidity to fund its operations for at least twelve months from the issuance of its financial statements.
The net proceeds of about $4.6 million compare with the $100.5 million net loss the company reported for 2024. The report also warns that if funding is not found, the company would have to cease operations and seek to liquidate its assets.
What the filings leave out
The 8-K does not identify the investors beyond the lead named in the press release, and it does not say how much of the offering each one took. It gives no cash balance after the closing and no runway estimate that takes the offering into account.
Who signed
Chief Executive Officer Daniel Vitt signed the 8-K, dated April 9, 2025.