Pfizer to Acquire Immuneering Corp for $635M

TL;DR

Pfizer buying Immuneering for $635M cash, deal expected H1 2025.

AI Summary

Immuneering Corp. announced on January 7, 2025, that it has entered into a definitive agreement to be acquired by Pfizer Inc. for $63.00 per share in cash, representing an approximate equity value of $635 million. This transaction is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by a major pharmaceutical company like Pfizer could significantly accelerate the development of Immuneering's pipeline, potentially bringing new therapies to market faster.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.

Key Numbers

• $635 million — Acquisition Equity Value (Total approximate value of the deal for Immuneering Corp.)
• $63.00 — Per Share Price (Cash amount shareholders will receive for each share of Immuneering Corp.)

Key Players & Entities

• Immuneering Corp. (company) — Company being acquired
• Pfizer Inc. (company) — Acquiring company
• $63.00 (dollar_amount) — Per share acquisition price
• $635 million (dollar_amount) — Approximate equity value of the acquisition
• January 7, 2025 (date) — Date of the announcement and agreement
• first half of 2025 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.001 — stered Class A common stock, par value $0.001 per share IMRX The Nasdaq Global Market

Filing Documents

• imrx-20250107.htm (8-K) — 30KB
• 0001790340-25-000012.txt ( ) — 161KB
• imrx-20250107.xsd (EX-101.SCH) — 2KB
• imrx-20250107_lab.xml (EX-101.LAB) — 23KB
• imrx-20250107_pre.xml (EX-101.PRE) — 13KB
• imrx-20250107_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. Recent Developments On January 7, 2025, Immuneering Corporation (the "Company", "we", "us" and "our") announced updated and initial interim response and safety data from three Phase 2a arms of the Company's ongoing Phase 1/2a clinical trial of IMM-1-104 in patients with advanced RAS-mutant solid tumors, and also announced initial interim pharmacokinetic ("PK"), pharmacodynamic ("PD") and safety data from the Phase 1 portion of the Company's ongoing Phase 1/2a clinical trial of IMM-6-415 in patients with advanced solid tumors harboring RAF or RAS mutations. Updated Interim Data from Ongoing Phase 2a Arm Evaluating IMM-1-104 with Modified Gemcitabine/nab-Paclitaxel (mGnP) in First-Line Pancreatic Cancer Patients The Company announced that, as of December 5, 2024, of the seven evaluable patients in the ongoing Phase 2a arm evaluating IMM-1-104 with mGnP in first-line pancreatic cancer, one patient achieved a complete response, two patients achieved a partial response, three patients achieved stable disease, and one patient showed progressive disease, collectively representing an interim 86% (6/7) disease control rate (DCR) and an interim 43% (3/7) overall response rate (ORR), in each case as measured by RECIST. The three patients that achieved stable disease, and one of the patients that achieved a partial response, remained on treatment. The Company also announced that, as of December 5, 2024, IMM-1-104 in combination with mGnP was observed to be generally well tolerated. As of December 5, 2024, treatment-emergent adverse events (TEAEs) observed in ten-percent (10%) or greater of evaluable patients dosed with IMM-1-104 at 240mg (n=6) or 320mg (n=15) were mostly Grade 1 or Grade 2 events, with some Grade 3 events observed including for: Anemia (3 patients or 14%), Diarrhea (1 patient or 5%) and Neutrophil Count Decrease (2 patients or 10%); no Grade 4 or Grade 5 TEAEs were observed in this subset of the patient population. Initial Inter

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (this "Current Report") contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the design and conduct of the Phase 1/2a clinical trials of IMM-1-104 and of IMM-6-415, plans for additional IMM-1-104 combination therapy trials, and the timing of release of additional data from the ongoing Phase 1/2a clinical trial of IMM-1-104. These forward-looking statements are based on our current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, the risks inherent in oncology drug development, including clinical trials. These and other important factors discussed under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the three month period ended September 30, 2024 and filed with the U.S. Securities and Exchange Commission (the "SEC") on November 13, 2024 and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Any such forward-looking statements represent management's estimates as of the date of this Current Report. While we may elect to update such forward-looking statements at some point in the future, unless required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report.

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: January 7, 2025 By: /s/ Michael D. Bookman Name: Michael D. Bookman Title: Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR