Immuneering 8-K: Bylaw/Charter Amendment, Nasdaq Listing Confirmed

TL;DR

**Immuneering filed an 8-K about a corporate charter change and confirmed its Nasdaq listing.**

AI Summary

Immuneering Corporation filed an 8-K on February 2, 2024, reporting an event on February 1, 2024, related to amendments to its Articles of Incorporation or Bylaws. The filing also confirms its Class A Common Stock, with a $0.001 par value per share, is registered on The Nasdaq Global Market under the trading symbol IMRX. This matters to investors because changes to foundational corporate documents can impact shareholder rights, corporate governance, or future capital-raising abilities, though the specific nature of the amendment isn't detailed here.

Why It Matters

Changes to a company's foundational documents can affect shareholder rights and corporate control, while confirming its Nasdaq listing ensures continued market access for its Class A Common Stock (IMRX).

Risk Assessment

Risk Level: low — This filing primarily reports a procedural event and confirms existing listing information, with no immediate indication of significant financial or operational risk.

Analyst Insight

Investors should monitor future filings from Immuneering for specific details regarding the amendments to its Articles of Incorporation or Bylaws, as these could impact governance or shareholder rights. The confirmation of its Nasdaq listing is a standard procedural update.

Key Numbers

• $0.001 — Par Value per Share (The stated par value for Immuneering's Class A Common Stock.)

Key Players & Entities

• Immuneering Corporation (company) — the registrant filing the 8-K
• The Nasdaq Global Market (company) — the exchange where Immuneering's stock is registered
• $0.001 (dollar_amount) — par value per share of Class A Common Stock
• IMRX (company) — trading symbol for Immuneering's Class A Common Stock
• February 1, 2024 (date) — date of the earliest event reported in the 8-K
• February 2, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Immuneering will provide more details on the specific amendments to its Articles of Incorporation or Bylaws in a future filing or communication. (Immuneering Corporation) — medium confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share IMRX The Nasdaq

Filing Documents

• tm245037d1_8k.htm (8-K) — 28KB
• tm245037d1_ex3-1.htm (EX-3.1) — 217KB
• 0001104659-24-010041.txt ( ) — 460KB
• imrx-20240201.xsd (EX-101.SCH) — 3KB
• imrx-20240201_lab.xml (EX-101.LAB) — 33KB
• imrx-20240201_pre.xml (EX-101.PRE) — 22KB
• tm245037d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. On February 1, 2024, the Board of Directors (the "Board") of Immuneering Corporation (the "Company") adopted amendments to the Company's amended and restated bylaws (as amended, the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder's solicitation of proxies, such as additional information about the ownership of securities, relationships and interests in material agreements with or involving the Company; and require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. The Amended and Restated Bylaws also include certain technical, conforming, modernizing or clarifying changes. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws of Immuneering Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMMUNEERING CORPORATION Date: February 2, 2024 By: /s/ Benjamin J. Zeskind Name: Benjamin J. Zeskind, Ph.D. Title: Co-Founder, President, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR