We have entered into a sales agreement, or the Sales Agreement,
with SVB Leerink LLC dated December 29, 2020, relating to shares of our common stock, par value $0.0001 per share, offered by this
prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell
shares of our common stock having an aggregate offering price of up to $50.0 million from time to time through SVB Leerink, acting
as our agent.
Our common stock is listed on The Nasdaq Global Select Market
under the symbol “IMUX.” On December 24, 2020, the last reported sale price of our common stock was $16.97 per share.
Sales of our common stock, if any, under this prospectus supplement
and the accompanying prospectus will be made in sales deemed to be “at the market offerings” as defined in Rule 415
promulgated under the Securities Act of 1933, as amended, or the Securities Act. SVB Leerink is not required to sell any specific
number or dollar amount of shares of our common stock, but will act as our sales agent using commercially reasonable efforts consistent
with its normal trading and sales practices, on mutually agreed terms between SVB Leerink and us. There is no arrangement for funds
to be received in any escrow, trust or similar arrangement.
The compensation payable to SVB Leerink for sales of common
stock sold pursuant to the Sales Agreement will be an amount equal to 3.0% of the gross proceeds of any shares of common stock
sold under the Sales Agreement. See “Plan of Distribution” beginning on page S-9 for additional information regarding
the compensation to be paid to SVB Leerink. In connection with the sale of the common stock on our behalf, SVB Leerink will be
deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to SVB Leerink will
be deemed to be underwriting commissions or discounts. We have also agreed in the Sales Agreement to provide indemnification and
contribution to SVB Leerink with respect to certain liabilities, including liabilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, or the Exchange Act.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement and the accompanying prospectus form
part of a registration statement on Form S-3 that we filed with the SEC. This prospectus supplement and the accompanying prospectus
do not contain all of the information set forth in the registration statement and the exhibits to the registration statement or
the documents incorporated by reference herein and therein. For further information with respect to us and the securities that
we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed
as a part of the registration statement and the documents incorporated by reference herein and therein. You should rely only on
the information contained in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein.
We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in
any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus is accurate as
of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus
supplement or any sale of the securities offered hereby.
We
file annual, quarterly and other reports, proxy and information statements and other information with the SEC. The SEC maintains
a website that contains reports, proxy statements and other information regarding us. The address of the SEC website is www.sec.gov.
We maintain a website at www.imux.com. The information contained
on, or that can be accessed through, our website is not a part of this prospectus supplement. Investors should not rely on any
such information in deciding whether to purchase our common stock. We have included our website address in this prospectus supplement
solely as an inactive textual reference.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference into this prospectus
supplement and the accompanying prospectus certain information we file with it, which means that we can disclose important information
by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement
and the accompanying prospectus, and information that we file later with the SEC will automatically update and supersede information
contained in this prospectus supplement and the accompanying prospectus.
The following documents are incorporated by reference into this
document (other than the portions of these documents deemed to be “furnished” or not deemed to be “filed,”
including the portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including
any exhibits included with such Items):
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019;
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, our amended Quarterly Report on
Form 10-Q/A for the quarter ended June 30, 2020, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020;
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our Current Reports on Form 8-K filed with the SEC on January 8, 2020, April 20, 2020, April 22, 2020, April 27, 2020, May
13, 2020, May 19, 2020, June 12, 2020, June 19, 2020, July 7, 2020, August 3, 2020, August 7, 2020, October 20, 2020 and November
13, 2020 (in each case, except for information contained therein which is furnished rather than filed); and
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the description of our common stock contained in our registration statement on Form 8-A12B, filed with the SEC on November
15, 2013 (File No. 001-36201), and all amendments or reports filed for the purpose of updating such description.
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We also incorporate by reference into this prospectus all documents
(other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related
to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus supplement and until the completion or termination of the offering contemplated hereby. These documents
include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the document
to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated
by reference into this document modifies or supersedes the statement.
We make available, free of charge, through our website our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC. You may also obtain, free of charge, a copy of any of these documents (other than
exhibits to these documents, unless the exhibits are specifically incorporated by reference into these documents or referred to
in this prospectus) by writing or calling us at the following address and telephone number:
Immunic, Inc.
Attn: Corporate Secretary
1200 Avenue of the Americas, Suite 200
New York, New York 10036
(332) 255-9818
PROSPECTUS
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
$250,000,000
____________________________
We may offer and sell up to
$250,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides
you with a general description of the securities.
Each time we offer and sell
securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts,
prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with
respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest
in any of our securities.
We may offer and sell the
securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents,
or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the
sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or
among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See
the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information.
No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and
terms of the offering of such securities.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK
FACTORS” SECTION ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND
THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING
IN OUR SECURITIES.
Our common stock is listed
on the Nasdaq Global Select Market under the symbol “IMUX.” On November 12, 2020 the last reported sale price
of our common stock on the Nasdaq Global Select Market was $19.30 per share.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
_______________________________________
The date of this prospectus is
November 24, 2020.
TABLE OF CONTENTS
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About this Prospectus
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Where You Can Find More Information
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Incorporation of Certain Documents by Reference
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The Company
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Risk Factors
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Use of Proceeds
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Description of Capital Stock We May Offer
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Description of Debt Securities We May
Offer
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Description of Warrants We May Offer
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Description of Units We May Offer
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Global Securities
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Plan of Distribution
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Legal Matters
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Experts
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the U.S. Securities and Exchange Commission (the “SEC”), using a “shelf” registration process.
By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar
amount of $250,000,000 of securities as described in this prospectus. Each time that we offer and sell securities, we will provide
a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the
specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or
change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information
in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement
or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and
the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described
under the headings “Where You Can Find More Information” and Incorporation by Reference.”
We have not authorized anyone to provide you with any information
or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free
writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover,
that the information appearing in any applicable free writing prospectuses is accurate only as of the date of that free writing
prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by
reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed
since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain
and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications
and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness
of this information and we have not independently verified this information. In addition, the market and industry data and forecasts
that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing
prospectuses may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors,
including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus
supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference
into this prospectus. Accordingly, investors should not place undue reliance on this information.
When we refer to “we,” “our,” “us”
and the “Company” in this prospectus, we mean Immunic, Inc., unless otherwise specified. When we refer to “you,”
we mean the potential holders of the applicable series of securities.
This prospectus contains references to our trademarks and to
trademarks belonging to other entities, which are protected under applicable intellectual property laws. Solely for convenience,
trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without
the ® or ™ symbols, but such references are not intended to indicate that we or their respective owners will not assert,
to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.
We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement
or sponsorship of us by, any such companies.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy statements
and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other
information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our website address is www.imux.com. The information on our
website, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a
registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The
full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing
the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by
reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries
and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual
documents for a more complete description of the relevant matters. You may obtain a copy of the registration statement through
the SEC’s website, as provided above.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The SEC’s rules allow us to “incorporate by reference”
information into this prospectus, which means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent
information that we file with the SEC will automatically update and supersede that information. Any statement contained in this
prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference
modifies or replaces that statement.
This prospectus and any accompanying prospectus supplement incorporate
by reference the documents set forth below that have previously been filed with the SEC (but excluding any information in such
documents that has been furnished to, rather than filed with, the SEC):
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 16, 2020;
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, as filed with the SEC on May 8, 2020; our amended
Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2020, as filed with the SEC on August 3, 2020; and September 30,
2020, as filed with the SEC on November 6, 2020;
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our Current Reports on Form 8-K filed with the SEC on January 8, 2020, April 20, 2020, April 22, 2020, April 27, 2020,
May 13, 2020, May 19, 2020, June 12, 2020, June 19, 2020, July 7, 2020, August 3, 2020, August 7, 2020, October 20, 2020 and
November 13, 2020; and
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the description of our common stock contained in our registration statement on Form 8-A12B, filed with the SEC on November
15, 2013 (File No. 001-36201), and all amendments or reports filed for the purpose of updating such description.
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All reports and other documents we subsequently file pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior
to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from
the date of the filing of such reports and documents.
You may request a free copy of any of the documents incorporated
by reference in this prospectus by writing or telephoning us at the following address:
Immunic, Inc.
Attn: Corporate Secretary
1200 Avenue of the Americas, Suite 200
New York, New York 10036
(332) 255-9818
Exhibits to the filings will not be sent, however, unless
those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.
THE COMPANY
We are a clinical-stage biopharmaceutical company developing
a pipeline of selective oral immunology therapies aimed at treating chronic inflammatory and autoimmune diseases. Our main operations
are in Gräfelfing near Munich, Germany. We currently have approximately 25 employees.
We are currently pursuing three development programs. These
include the IMU-838 program, which is focused on the development of oral formulations of small molecule inhibitors of dihydroorotate
dehydrogenase (“DHODH”); the IMU-935 program, which is focused on an inverse agonist of RORγt, an immune cell-specific
isoform of retinoic acid receptor-related orphan nuclear receptor gamma (“RORγ”), and the IMU-856 program, which
involves the development of a drug targeting the restoration of intestinal barrier function. These product candidates are being
developed to address diseases such as relapsing-remitting multiple sclerosis (“RRMS”), ulcerative colitis (“UC”),
Crohn’s disease (“CD”), and psoriasis. In addition to these large markets, our products are also being developed
to address certain rare diseases with high unmet medical needs, such as primary sclerosing cholangitis (“PSC”), and
Guillain-Barré syndrome (“GBS”). We are also investigating IMU-838 as a potential treatment option for coronavirus
disease 2019 (“COVID-19”).
Prior to April 12, 2019, we were a clinical-stage biotherapeutic
company known as Vital Therapies, Inc. that had historically been focused on the development of a cell-based therapy targeting
the treatment of acute forms of liver failure. Vital Therapies, Inc. was originally incorporated in the State of California in
May of 2003 as Vitagen Acquisition Corp., subsequently changed its name to Vital Therapies, Inc. in June 2003, and reincorporated
in Delaware in January 2004. In April 2019, we completed an exchange transaction with Immunic AG pursuant to which holders of ordinary
shares of Immunic AG exchanged all of their shares for shares of our common stock, resulting in Immunic AG becoming our wholly
owned subsidiary. Following the exchange, we changed our name to Immunic, Inc. and we became a clinical-stage biopharmaceutical
company focused on the development of selective oral therapies in immunology with the goal of becoming a leader in treatments for
chronic inflammatory and autoimmune diseases.
Our corporate headquarters are located at 1200 Avenue of the
Americas, Suite 200, New York, New York 10036. We also have an office at Lochhamer Schlag 21, 82166 Gräfelfing, Germany. Our
telephone number is (332) 255-9818. We maintain a website at www.imux.com. The information contained on, or that can be accessed
through, our website is not incorporated by reference into this prospectus. Investors should not rely on any such information in
deciding whether to purchase our common stock. We have included our website address as an inactive textual reference only.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company, LLC (“AST”). The transfer agent and registrar’s address is 6201 15th Avenue,
Brooklyn, New York 11219.
Dividends
We have not declared any cash dividends on our common stock
since inception and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Preferred Stock
We are authorized to issue a total of 20,000,000 shares of preferred
stock. As of November 13, 2020, there were no shares of preferred stock issued and outstanding.
Preferred stock may be issued from time to time, in one or more
series, as authorized by the board of directors, without stockholder approval. The prospectus supplement relating to the preferred
shares offered thereby will include specific terms of any preferred shares offered, including, if applicable:
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the title of the shares of preferred stock;
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the number of shares of preferred stock offered, the liquidation preference per share and the offering price of the shares
of preferred stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the shares of preferred
stock;
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whether the dividends on shares of preferred stock are cumulative or not and, if cumulative, the date from which dividends
on the shares of preferred stock shall accumulate;
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the procedures for any auction and remarketing, if any, for the shares of preferred stock;
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the provision for a sinking fund, if any, for the shares of preferred stock;
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the provision for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption
and repurchase rights of the shares of preferred stock;
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any listing of the shares of preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the shares of preferred stock will be convertible into common shares, including
the conversion price (or manner of calculation thereof);
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discussion of federal income tax considerations applicable to the shares of preferred stock;
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the relative ranking and preferences of the shares of preferred stock as to dividend rights and rights upon liquidation, dissolution
or winding up of our affairs;
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any limitations on issuance of any series or class of shares of preferred stock ranking senior to or on a parity with such
series or class of shares of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our
affairs;
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any other specific terms, preferences, rights, limitations or restrictions of the shares of preferred stock; and
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any voting rights of such preferred stock.
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The transfer agent and registrar for any series or class of
preferred stock will be set forth in the applicable prospectus supplement.
Possible Anti-Takeover Effects of Delaware Law and our
Charter Documents
Some provisions of Delaware law, our amended and restated certificate
of incorporation and our amended and restated bylaws could make the following transactions more difficult: an acquisition of us
by means of a tender offer, an acquisition of us by means of a proxy contest or otherwise, or the removal of our incumbent officers
and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that
stockholders may otherwise consider to be in their best interest or in our best interest, including transactions which provide
for payment of a premium over the market price for our shares.
These provisions, summarized below, are intended to discourage
coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire
control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages
of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the Delaware General Corporation
Law (the “DGCL”), an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of
three years following the time the person became an interested stockholder, unless the business combination or the acquisition
of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business
combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested
stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns
(or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s
voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not
approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price
for the shares of common stock held by our stockholders.
Undesignated Preferred Stock.
The ability of our board of directors, without action by the
stockholders, to issue up to 20,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated
by our board of directors could impede the success of any attempt to effect a change in control of us. These and other provisions
may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.
Requirements for Advance Notification of Stockholder
Nominations and Proposals.
Our amended and restated bylaws establish advance notice procedures
with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election
as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.
Elimination of Stockholder Action by Written Consent.
Our amended and restated certificate of incorporation eliminates
the right of stockholders to act by written consent without a meeting.
Staggered Board.
Our board of directors is divided into three classes. The directors
in each class will serve for a three-year term, one class being elected each year by our stockholders. This system of electing
and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control
of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.
Removal of Directors.
Our amended and restated certificate of incorporation provides
that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any
other vote required by law, upon the approval of the holders of at least two-thirds in voting power of the outstanding shares of
stock entitled to vote in the election of directors.
Stockholders Not Entitled to Cumulative Voting.
Our amended and restated certificate of incorporation does not
permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding
shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election,
if they choose, other than any directors that holders of our preferred stock may be entitled to elect.
Authorized but Unissued Shares
Our authorized but unissued shares of common stock and preferred
stock will be available for future issuance without stockholder approval. We may use additional shares for a variety of purposes,
including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence
of authorized but unissued shares of undesignated preferred stock may enable our board of directors to render more difficult or
to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if
in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the
best interests of us or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder
approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer,
stockholder or stockholder group. The rights of holders of our common stock described above will be subject to, and may be adversely
affected by, the rights of any preferred stock that we may designate and issue in the future. The issuance of shares of undesignated
preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock.
The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect
of delaying, deterring or preventing a change in control of us.
Director Liability
Our bylaws limit the extent to which our directors are personally
liable to us and our stockholders, to the fullest extent permitted by the DGCL. The inclusion of this provision in our bylaws may
reduce the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care.
The provisions of Delaware law, our amended and restated certificate
of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers
and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from
actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition
of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that
stockholders may otherwise deem to be in their best interest.
DESCRIPTION OF DEBT SECURITIES WE MAY
OFFER
The following description, together with the additional information
we include in any applicable prospectus supplements or free writing prospectuses, summarizes the material terms and provisions
of the debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either
senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply
generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities
that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities
we offer under a prospectus supplement may differ from the terms we describe below. Unless the context requires otherwise, whenever
we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular
series of debt securities.
We will issue any senior debt securities under the senior indenture
that we will enter into with the trustee named in the senior indenture. We will issue any subordinated debt securities under the
subordinated indenture and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture.
We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental
indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to
the registration statement of which this prospectus is a part or will be incorporated by reference to reports that we file with
the SEC.
The indentures will be qualified under the Trust Indenture Act
of 1939, as amended (the “Trust Indenture Act”). We use the term “trustee” to refer to either the trustee
under the senior indenture or the trustee under the subordinated indenture, as applicable.
The following summaries of material provisions of the senior
debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference
to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series of debt securities.
We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities
that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities. Except
as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
General
The terms of each series of debt securities will be established
by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in an officers’
certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation as to aggregate
principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. We will describe in
the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;
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any limit on the amount that may be issued;
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whether or not we will issue the series of debt securities in global form, and, if so, the terms and who the depositary will
be;
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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is
not a U.S. person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will
begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place where payments will be payable;
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restrictions on transfer, sale or other assignment, if any;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions and the terms of those redemption provisions;
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provisions for a sinking fund purchase or other analogous fund, if any, including the date, if any, on which, and the price
at which we are obligated, pursuant thereto or otherwise, to redeem, or at the holder’s option, to purchase, the series of
debt securities and the currency or currency unit in which the debt securities are payable;
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provisions relating to modification of the terms of the security or the rights of the security holder;
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whether the indenture will restrict our ability or the ability of our subsidiaries to:
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incur additional indebtedness;
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issue additional securities;
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pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries;
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place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
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make investments or other restricted payments;
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sell, transfer or otherwise dispose of assets;
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enter into sale-leaseback transactions;
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engage in transactions with stockholders or affiliates;
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issue or sell stock of our subsidiaries; or
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effect a consolidation or merger;
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whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;
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information describing any book-entry features;
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the applicability of the provisions in the indenture on discharge;
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whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original
issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
multiple thereof;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in
U.S. dollars; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional
events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable
under applicable laws or regulations.
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U.S. federal income tax consequences applicable to debt securities
sold at an original issue discount will be described in the applicable prospectus supplement. In addition, U.S. federal income
tax or other consequences applicable to any debt securities which are denominated in a currency or currency unit other than U.S.
dollars may be described in the applicable prospectus supplement.
Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement the
terms under which a series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock
or other securities (including securities of a third party). We will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our
common stock, our preferred stock or other securities (including securities of a third party) that the holders of the series of
debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or
consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to
or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the
debt securities are convertible into or exchangeable for our other securities or securities of other entities, the person with
whom we consolidate or merge or to whom we sell all of our assets must make provisions for the conversion of the debt securities
into securities that the holders of the debt securities would have received if they had converted the debt securities before the
consolidation, merger or sale.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the following are events of default under the indentures with respect to any series
of debt securities that we may issue:
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if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been
extended;
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if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the time for payment has
not been extended;
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if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant
specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from
the trustee or we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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We will describe in each applicable prospectus supplement any
additional events of default relating to the relevant series of debt securities. If an event of default with respect to debt securities
of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in
writing, and to the trustee if notice is given by such holders, may declare the unpaid principal, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain specified bankruptcy,
insolvency or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt
securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default
or event of default in accordance with the indenture. Any such waiver shall cure the default or event of default.
Subject to the terms of the applicable indenture, if an event
of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights
or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless
such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense.
The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred
on the trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holders is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might subject it to personal
liability or might be unduly prejudicial to the holders not involved in the proceeding.
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The indentures provide that if an event of default has occurred
and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would
use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the
indenture, or that the trustee determines is unduly prejudicial to the rights of any other holder of the relevant series of debt
securities, or that would subject the trustee to personal liability. Prior to taking any action under the indentures, the trustee
will be entitled to indemnification against all costs, expenses and liabilities that would be incurred by taking or not taking
such action.
A holder of the debt securities of any series will have the
right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies only if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written
request and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability
or expense to be incurred in compliance with instituting the proceeding as trustee; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series other conflicting directions within 60 days after the notice, request and offer.
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These limitations do not apply to a proceeding instituted by
a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the trustee regarding
our compliance with specified covenants in the indentures.
The indentures provide that if a default occurs and is continuing
and is actually known to a responsible officer of the trustee, the trustee must mail to each holder notice of the default within
45 days after it occurs, unless such default has been cured. Except in the case of a default in the payment of principal or premium
of, or interest on, any debt security or certain other defaults specified in an indenture, the trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or a trust committee of directors, or responsible
officers of the trustee, in good faith determine that withholding notice is in the best interests of holders of the relevant series
of debt securities.
Modification of Indenture; Waiver
Subject to the terms of the indenture for any series of debt
securities that we may issue, we and the trustee may change an indenture without the consent of any holders with respect to the
following specific matters:
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to fix any ambiguity, defect or inconsistency in the indenture;
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to comply with the provisions described above under “-Consolidation, Merger or Sale”;
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture
Act;
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to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of debt securities, as set forth in such indenture;
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to provide for the issuance of, and establish the form and terms and conditions of, the debt securities of any series as provided
above under “-General,” to establish the form of any certifications required to be furnished pursuant to the terms
of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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to evidence and provide for the acceptance of appointment hereunder by a successor trustee;
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities and to make all appropriate
changes for such purpose;
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to add such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence,
or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an
event of default or to surrender any right or power conferred to us in the indenture; or
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to change anything that does not materially adversely affect the interests of any holder of debt securities of any series in
any material respect; provided that any amendment made solely to conform the provisions of the indenture to the corresponding description
of the debt securities contained in the applicable prospectus or prospectus supplement shall be deemed not to adversely affect
the interests of the holders of such debt securities; provided further, that in connection with any such amendment we will provide
the trustee with an officers’ certificate certifying that such amendment will not adversely affect the rights or interests
of the holders of such debt securities.
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In addition, under the indentures, the rights of holders of
a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority
in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following
changes with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of the series of debt securities;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable
upon the redemption of any debt securities;
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver;
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changing any of our obligations to pay additional amounts;
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reducing the amount of principal of an original issue discount security or any other note payable upon acceleration of the
maturity thereof;
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changing the currency in which any note or any premium or interest is payable;
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impairing the right to enforce any payment on or with respect to any note;
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adversely changing the right to convert or exchange, including decreasing the conversion rate or increasing the conversion
price of, such note, if applicable;
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in the case of the subordinated indenture, modifying the subordination provisions in a manner adverse to the holders of the
subordinated debt securities;
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if the debt securities are secured, changing the terms and conditions pursuant to which the debt securities are secured in
a manner adverse to the holders of the secured debt securities;
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reducing the requirements contained in the applicable indenture for quorum or voting;
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changing any of our obligations to maintain an office or agency in the places and for the purposes required by the indentures;
or
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modifying any of the above provisions set forth in this paragraph.
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Discharge
Each indenture provides that, subject to the terms of the indenture
and any limitation otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we may
elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations,
including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged, we must deposit
with the trustee money or government obligations sufficient to pay all the principal of, and any premium and interest on, the debt
securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000
and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another
depositary named by us and identified in a prospectus supplement with respect to that series.
At the option of the holder, subject to the terms of the indentures
and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities
of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and
of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities
for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required
by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us
for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We
may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the
office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.
If we elect to redeem the debt securities of any series, we
will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption
and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed
portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other than during the occurrence and continuance
of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable
indenture and is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt
securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
However, upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise
or use in the conduct of his or her own affairs.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement,
we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities,
or one or more predecessor securities, are registered at the close of business on the regular record date for the interest payment.
We will pay principal of and any premium and interest on the
debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer
to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust
office of the trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series.
We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment
of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such
principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter
may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
Ranking Debt Securities
The subordinated debt securities will be unsecured and will
be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement.
The subordinated indenture does not limit the amount of subordinated debt securities that we may issue. It also does not limit
us from issuing any other secured or unsecured debt.
The senior debt securities will be unsecured and will rank equally
in right of payment to all of our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities
that we may issue. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION OF WARRANTS WE MAY OFFER
We may issue warrants to purchase debt securities, preferred
stock, common stock or any combination of the foregoing. We may issue warrants independently or together with any other securities
we offer under a prospectus supplement. The warrants may be attached to or separate from the securities. We will issue each series
of warrants under a separate warrant agreement to be entered into between a warrant agent and us. The warrant agent will act solely
as our agent in connection with the warrants and will not have any obligations or relationship of agency or trust for or with holders
or beneficial owners of warrants. The following outlines some of the general terms and provisions of the warrants that we may issue
from time to time. When we issue warrants, we will provide the specific terms of the warrants and the applicable warrant agreement
in a prospectus supplement and any related free writing prospectuses and such terms may differ from those described below. To the
extent the information contained in the prospectus supplement differs or free writing prospectuses from this summary description,
you should rely on the information in the prospectus supplement or free writing prospectuses.
The following description, and any description of the warrants
included in a prospectus supplement, may not be complete and is subject to and qualified in its entirety by reference to the terms
and provisions of the applicable warrant agreement.
Equity Warrants
We will describe in the applicable prospectus supplement and
any related free writing prospectuses the terms of the preferred stock warrants or common stock warrants being offered, the warrant
agreement relating to the preferred stock warrants or common stock warrants and the warrant certificates representing the preferred
stock warrants or common stock warrants, including, as applicable:
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the title of the warrants;
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the securities for which the warrants are exercisable;
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the price or prices at which the warrants will be issued;
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if applicable, the number of warrants issued with each share of preferred stock or share of common stock;
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if applicable, the date on and after which the warrants and the related preferred stock or common stock will be separately
transferable;
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the date on which the right to exercise the warrants will commence, and the date on which the right will expire;
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the maximum or minimum number of warrants which may be exercised at any time;
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information with respect to book-entry procedures, if any;
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a discussion of the material U.S. federal income tax considerations applicable to exercise of the warrants; and
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any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Unless otherwise provided in the applicable warrant agreement
and corresponding prospectus supplement or any related free writing prospectuses, holders of equity warrants will not be entitled,
by virtue of being such holders, to vote, consent, receive dividends, receive notice as stockholders with respect to any meeting
of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as stockholders.
Except as provided in the applicable warrant agreement and corresponding
prospectus supplement or any related free writing prospectuses, the exercise price payable and the number of shares of common stock
or preferred stock purchasable upon the exercise of each warrant will be subject to adjustment in certain events, including the
issuance of a stock dividend to holders of common stock or preferred stock or a stock split, reverse stock split, combination,
subdivision or reclassification of common stock or preferred stock. In lieu of adjusting the number of shares of common stock or
preferred stock purchasable upon exercise of each warrant, we may elect to adjust the number of warrants. Unless otherwise provided
in the applicable warrant agreement and corresponding prospectus supplement or any related free writing prospectuses, no adjustments
in the number of shares purchasable upon exercise of the warrants will be required until all cumulative adjustments require an
adjustment of at least 1% thereof. No fractional shares will be issued upon exercise of warrants, but we will pay the cash value
of any fractional shares otherwise issuable. Notwithstanding the foregoing, except as otherwise provided in the applicable warrant
agreement and corresponding prospectus supplement or any related free writing prospectuses, in the event of any consolidation,
merger, or sale or conveyance of our assets as an entirety or substantially as an entirety, the holder of each outstanding warrant
will have the right to the kind and amount of shares of stock and other securities and property, including cash, receivable by
a holder of the number of shares of common stock or preferred stock into which each warrant was exercisable immediately prior to
the particular triggering event.
Debt Warrants
We will describe in the applicable prospectus supplement and
any related free writing prospectuses the terms of the debt warrants being offered, the warrant agreement relating to the debt
warrants and the debt warrant certificates representing the debt warrants, including, as applicable:
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the title of the debt warrants;
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the aggregate number of the debt warrants;
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the price or prices at which the debt warrants will be issued;
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the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants,
and the procedures and conditions relating to the exercise of the debt warrants;
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the designation and terms of any related debt securities with which the debt warrants are issued, and the number of the debt
warrants issued with each security;
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the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;
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the principal amount of debt securities purchasable upon exercise of each debt warrant, and the price at which the principal
amount of the debt securities may be purchased upon exercise;
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the date on which the right to exercise the debt warrants will commence, and the date on which the right will expire;
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the maximum or minimum number of the debt warrants that may be exercised at any time;
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information with respect to book-entry procedures, if any;
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changes to or adjustments in the exercise price of the debt warrants;
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a discussion of the material U.S. federal income tax considerations applicable to the exercise of the debt warrants; and
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any other terms of the debt warrants and terms, procedures and limitations relating to the exercise of the debt warrants.
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As may be permitted under the warrant agreement, holders may
exchange debt warrant certificates for new debt warrant certificates of different denominations, and may exercise debt warrants
at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement and any
related free writing prospectuses. Prior to the exercise of their debt warrants, holders of debt warrants will not have any of
the rights of holders of the securities purchasable upon the exercise and will not be entitled to payments of principal, premium
or interest on the securities purchasable upon the exercise of debt warrants.
Exercise of Warrants
Each warrant will entitle the holder of the warrant to purchase
for cash at the exercise price provided in the applicable warrant agreement and corresponding prospectus supplement or any related
free writing prospectuses the principal amount of debt securities or shares of preferred stock or shares of common stock being
offered. Holders may exercise warrants at any time up to the close of business on the expiration date provided in the applicable
warrant agreement and corresponding prospectus supplement or any related free writing prospectuses. After the close of business
on the expiration date, unexercised warrants will be void.
Holders may exercise warrants as described in the applicable
warrant agreement and corresponding prospectus supplement or any free writing prospectuses relating to the warrants being offered.
Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant
agent or any other office indicated in the applicable warrant agreement and corresponding prospectus supplement or any related
free writing prospectuses, we will, as soon as practicable, forward the debt securities, shares of preferred stock or shares of
common stock purchasable upon the exercise of the warrant. If less than all of the warrants represented by the warrant certificate
are exercised, we will issue a new warrant certificate for the remaining warrants.
DESCRIPTION OF UNITS WE MAY OFFER
The following description, together with the additional information
we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions
of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units
that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable
prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.
However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security
that is not registered and described in this prospectus at the time of its effectiveness.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form
of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the
issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to,
and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable
to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of
units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the
terms of the units.
General
We may issue units comprised of one or more shares of common
stock, shares of preferred stock, debt securities and warrants in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus supplement the
terms of the series of units, including:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any provisions of the governing unit agreement that differ from those described below; and
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the
units.
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The provisions described in this section, as well as those described
under “Description of Capital Stock We May Offer,” “Description of Debt Securities We May Offer” and “Description
of Warrants We May Offer” will apply to each unit and to any common stock, preferred stock, debt security or warrant included
in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in numerous distinct
series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under the applicable
unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank
or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in the
event of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or
the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
We, the unit agents and any of their agents may treat the registered
holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person
entitled to exercise the rights attaching to the units so registered, despite any notice to the contrary.
GLOBAL SECURITIES
Book-Entry, Delivery and Form
Unless we indicate differently in any applicable prospectus
supplement or free writing prospectus, the securities initially will be issued in book-entry form and represented by one or more
global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York, as depositary (“DTC”), and registered in the name of Cede &
Co., the partnership nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the
limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee
or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor
depositary.
DTC has advised us that it is:
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a limited-purpose trust company organized under the New York Banking Law;
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a “banking organization” within the meaning of the New York Banking Law;
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a member of the Federal Reserve System;
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a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
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a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
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DTC holds securities that its participants deposit with DTC.
DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for
physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers,
including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary
of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the
users of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect
participants, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
The rules applicable to DTC and its participants are on file with the SEC.
Purchases of securities under the DTC system must be made by
or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of
the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect
participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases.
However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership
interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except
under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited
by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the
name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of
the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose
accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
So long as the securities are in book-entry form, you will receive
payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We
will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices
and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered
for payment, registration of transfer or exchange.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less than all of
the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest
of each direct participant in the securities of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will
consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible
after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants
to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus
proxy.
So long as securities are in book-entry form, we will make payments
on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer of immediately
available funds. If securities are issued in definitive certificated form under the limited circumstances described below and unless
otherwise provided in the description of the applicable securities herein or in the applicable prospectus supplement, we will have
the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts
in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable
payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated
party.
Redemption proceeds, distributions and dividend payments on
the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants
to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for
the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of
participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of
redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and
disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.
Except under the limited circumstances described below, purchasers
of securities will not be entitled to have securities registered in their names and will not receive physical delivery of securities.
Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities
and the indenture.
The laws of some jurisdictions may require that some purchasers
of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge
beneficial interests in securities.
DTC may discontinue providing its services as securities depositary
with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor
depositary is not obtained, securities certificates are required to be printed and delivered.
As noted above, beneficial owners of a particular series of
securities generally will not receive certificates representing their ownership interests in those securities. However, if:
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DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing
such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required
to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware
of DTC’s ceasing to be so registered, as the case may be;
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we determine, in our sole discretion, not to have such securities represented by one or more global securities; or
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an event of default has occurred and is continuing with respect to such series of securities,
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we will prepare and deliver certificates for such securities
in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable
under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form
registered in the names that the depositary directs. It is expected that these directions will be based upon directions received
by the depositary from its participants with respect to ownership of beneficial interests in the global securities.
Euroclear and Clearstream
If so provided in the applicable prospectus supplement, you
may hold interests in a global security through Clearstream Banking S.A. (“Clearstream”), or Euroclear Bank S.A./N.V.,
as operator of the Euroclear System (“Euroclear”), either directly if you are a participant in Clearstream or Euroclear
or indirectly through organizations which are participants in Clearstream or Euroclear. Clearstream and Euroclear will hold interests
on behalf of their respective participants through customers’ securities accounts in the names of Clearstream and Euroclear,
respectively, on the books of their respective U.S. depositaries, which in turn will hold such interests in customers’ securities
accounts in such depositaries’ names on DTC’s books.
Clearstream and Euroclear are securities clearance systems in
Europe. Clearstream and Euroclear hold securities for their respective participating organizations and facilitate the clearance
and settlement of securities transactions between those participants through electronic book-entry changes in their accounts, thereby
eliminating the need for physical movement of certificates.
Payments, deliveries, transfers, exchanges, notices and other
matters relating to beneficial interests in global securities owned through Euroclear or Clearstream must comply with the rules
and procedures of those systems. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants
in DTC, on the other hand, are also subject to DTC’s rules and procedures.
Investors will be able to make and receive through Euroclear
and Clearstream payments, deliveries, transfers and other transactions involving any beneficial interests in global securities
held through those systems only on days when those systems are open for business. Those systems may not be open for business on
days when banks, brokers and other institutions are open for business in the United States.
Cross-market transfers between participants in DTC, on the one
hand, and participants in Euroclear or Clearstream, on the other hand, will be effected through DTC in accordance with DTC’s
rules on behalf of Euroclear or Clearstream, as the case may be, by their respective U.S. depositaries; however, such cross-market
transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such
system in accordance with the rules and procedures and within the established deadlines (European time) of such system. Euroclear
or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global securities
through DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement. Participants in
Euroclear or Clearstream may not deliver instructions directly to their respective U.S. depositaries.
Due to time zone differences, the securities accounts of a participant
in Euroclear or Clearstream purchasing an interest in a global security from a direct participant in DTC will be credited, and
any such crediting will be reported to the relevant participant in Euroclear or Clearstream, during the securities settlement processing
day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received
in Euroclear or Clearstream as a result of sales of interests in a global security by or through a participant in Euroclear or
Clearstream to a direct participant in DTC will be received with value on the settlement date of DTC but will be available in the
relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement
date.
Other
The information in this section of this prospectus concerning
DTC, Clearstream, Euroclear and their respective book-entry systems has been obtained from sources that we believe to be reliable,
but we do not take responsibility for this information. This information has been provided solely as a matter of convenience. The
rules and procedures of DTC, Clearstream and Euroclear are solely within the control of those organizations and could change at
any time. Neither we nor the trustee nor any agent of ours or of the trustee has any control over those entities and none of us
takes any responsibility for their activities. You are urged to contact DTC, Clearstream and Euroclear or their respective participants
directly to discuss those matters. In addition, although we expect that DTC, Clearstream and Euroclear will perform the foregoing
procedures, none of them is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued
at any time. Neither we nor any agent of ours will have any responsibility for the performance or nonperformance by DTC, Clearstream
and Euroclear or their respective participants of these or any other rules or procedures governing their respective operations.
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant to underwritten
public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through
agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each time that we sell securities covered by this prospectus,
we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and
conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable.
Offers to purchase the securities being offered by this prospectus
may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent
involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities being
offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the securities
being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name
of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities
to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act
as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities
to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then
resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or agents in
connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating
dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution
of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”), and any discounts and commissions received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to
make in respect thereof and to reimburse those persons for certain expenses.
Any common stock will be listed on the Nasdaq Global Select
Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities,
certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price
of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating
in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments
or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these
persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by
imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities
sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize
or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions
may be discontinued at any time.
We may engage in at the market offerings into an existing trading
market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with
third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the
applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use
securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock,
and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable
prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution
or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The specific terms of any lock-up provisions in respect of any
given offering will be described in the applicable prospectus supplement.
The underwriters, dealers and agents may engage in transactions
with us, or perform services for us, in the ordinary course of business for which they receive compensation.
LEGAL MATTERS
The validity of the securities being offered hereby will be
passed on by Dentons US LLP. Any underwriters, dealers or agents will also be advised about the validity of the securities and
other legal matters by their own counsel, which will be named in the prospectus supplement.
EXPERTS
The consolidated financial statements of Immunic, Inc. as of
December 31, 2019 and 2018 and for each of the two years in the period ended December 31, 2019 incorporated in this prospectus
by reference to our Annual Report on Form 10-K for the year ended December 31, 2019, have been so incorporated in reliance on the
report of Baker Tilly US, LLP, an independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting (which report contains an explanatory paragraph describing conditions that raise substantial doubt about
our ability to continue as a going concern as of the date of such report as described in Note 1 to the consolidated financial statements).
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$50,000,000
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Immunic, Inc.
Common Stock
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PROSPECTUS SUPPLEMENT
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SVB Leerink
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