Immunic AG entered into entered into an exchange agreement to acquire Vital Therapies, Inc. (NasdaqGS:VTL) in a reverse merger transaction on January 6, 2019. Under the terms, on a pro forma basis and after giving effect to the concurrent financing, current Vital Therapies stockholders are expected to own approximately 11% of the company and current Immunic stockholders are expected to own approximately 89% of the company. The actual allocation will be subject to adjustment based on Vital Therapies’ net cash balance at the closing of the transaction. Concurrent with Immunic’s entry into the exchange agreement, certain of Immunic’s existing security holders entered into an Investment and subscription agreement. Upon closing of the transaction, Vital Therapies will change its corporate name to Immunic, Inc. and trade on the NASDAQ Stock Market under the symbol “IMUX”. In certain circumstances, Vital Therapies may be obligated to pay Immunic a termination fee of $0.5 million and Immunic may be obligated to pay Vital Therapies a termination fee of $2 million. The Board of Directors of Vital Therapies is expected to consist of five members, including four members of the current Immunic Board, Daniel Vitt, Chief Executive Officer of Immunic, Joerg Neermann, Life Science Partners, Vincent Ossipow, Omega Funds, Jan von den Bossche, Fund+, and Duane Nash, President of Vital Therapies and member of the management team, Duane Nash. Russell J. Cox, Vital Therapies’ Chief Executive Officer, will be leaving the company in the near term. Daniel Vitt will serve as President and Chief Executive Officer; Manfred Gröppel as Chief Operating Officer, Andreas Muehler as Chief Medical Officer, and Hella Kohlhof as Chief Science Officer. The merged entity will be headquartered in Boston, MA, USA. The transaction is contingent upon obtaining financing, approval from the shareholders of Vital Therapies, Form S-4 Registration Statement has been declared effective, expiration or termination of waiting period under HSR Act, listing of the shares, lock-up agreement, regulatory approvals, and approval from the Board of Directors of Immunic and Vital Therapies. The transaction has received approval from the Board of Immunic and Vital Therapies and has also been approved by the shareholders of Immunic. The Board of Directors of Vital Therapies recommends that stockholders vote “for” the transaction. On April 4, 2019, Vital Therapies stockholders approved the transaction at a special meeting. The transaction may be cancelled if it is not consummated by May 30, 2019. The transaction is expected to close in the second quarter of 2019. As of March 4, 2019, the transaction is expected to close as early as the first half of April 2019. As of April 4, 2019, the transaction is expected to be consummated by mid-April 2019. Ladenburg Thalmann & Co. Inc. acted as financial advisor and fairness opinion provider to Vital Therapies. Mike Hird, Gabriella Lombardi, Mustapha Parekh, Mediha Ali, Jessica Lutrin, Nora Burke, Janessa Ingram and Victor Behar of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Vital Therapies, Inc. Thomas Strassner, Richard Fagerer, Christopher Mayston, Alexander Reiner, Guy Lotem, Christine Herkommer, Alina Bresler, Sandra Weyrich, Michael Singer, Chenqianhui Zhao, Matthias Nordmann, Lars Hettstedt, Michael Graf, Thomas Treffer and Felix Schill of Dentons Europe LLP and Ilan Katz, Jon T. Hutchens, Christopher T. Errico, Martin J. Moderson and Katharina E. Babich of Dentons US LLP acted as legal advisors to Immunic AG. American Stock Transfer & Trust Company, LLC acted as the transfer agent and registrar to Vital Therapies. Advantage Proxy, Inc. acted as information agent to Vital Therapies with a fee of approximately $0.01 million plus reimbursement of out-of-pocket expenses. Ladenburg Thalmann will be entitled to receive a transaction fee of $1 million. Vital Therapies has also paid a retainer fee of $75,000, which is creditable against the transaction fee, as well as a fee to Ladenburg for the delivery of a fairness opinion of $0.25 million. BMO Capital Markets Corp. will receive a fee of $1 million.