Immuneering Corp. Reports Material Definitive Agreement

TL;DR

Immuneering Corp. just signed a big deal for selling stock.

AI Summary

On August 21, 2025, Immuneering Corp. entered into a material definitive agreement related to unregistered sales of equity securities. The company, located at 245 Main Street, Cambridge, MA, reported this event on August 25, 2025.

Why It Matters

This filing indicates a significant transaction involving the sale of equity securities, which could impact the company's capital structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing pertains to unregistered sales of equity securities, which can carry inherent risks related to disclosure and investor protection.

Key Players & Entities

• Immuneering Corp. (company) — Registrant
• August 21, 2025 (date) — Date of earliest event reported
• August 25, 2025 (date) — Date of report
• 245 Main Street, Cambridge, MA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 per share IMRX The Nasdaq Global Ma
• $5.50 — e Warrants"), with an exercise price of $5.50 per share, for aggregate gross proceeds
• $25.0 m — gregate gross proceeds of approximately $25.0 million, before deducting private placeme
• $3.95 — arrant to purchase 45% of one share was $3.95 (less the exercise price of the Pre-Fun

Filing Documents

• tm2524079d1_8k.htm (8-K) — 42KB
• tm2524079d1_ex4-1.htm (EX-4.1) — 97KB
• tm2524079d1_ex4-2.htm (EX-4.2) — 102KB
• tm2524079d1_ex10-1.htm (EX-10.1) — 210KB
• tm2524079d1_ex10-2.htm (EX-10.2) — 93KB
• tm2524079d1_ex99-1.htm (EX-99.1) — 14KB
• tm2524079d1_ex99-1img01.jpg (GRAPHIC) — 4KB
• 0001104659-25-081995.txt ( ) — 873KB
• imrx-20250821.xsd (EX-101.SCH) — 3KB
• imrx-20250821_lab.xml (EX-101.LAB) — 33KB
• imrx-20250821_pre.xml (EX-101.PRE) — 22KB
• tm2524079d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 21, 2025, Immuneering Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers party thereto (the "Investors"), pursuant to which the Company agreed to sell securities to the Investors in a private placement (the "Private Placement"). The Purchase Agreement provided for the sale and issuance by the Company of: (i) an aggregate of 6,329,113 shares (the "Shares") of the Company's Class A common stock, par value $0.001 per share (the "Common Stock") (or, for certain investors in lieu of Common Stock, pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), with an exercise price of $0.001 per share), and (ii) accompanying warrants to purchase up to 2,848,096 shares of Common Stock (the "Purchase Warrants"), with an exercise price of $5.50 per share, for aggregate gross proceeds of approximately $25.0 million, before deducting private placement expenses. Each Share (or Pre-Funded Warrant to purchase one share) was issued with an accompanying Purchase Warrant to purchase 45% of one share, and the combined effective purchase price per Share (or Pre-Funded Warrant to purchase one share) and accompanying Purchase Warrant to purchase 45% of one share was $3.95 (less the exercise price of the Pre-Funded Warrant, if applicable). Each of the Investors is party to a confidentiality agreement with the Company, pursuant to which the Company has disclosed certain information to such Investors. Pursuant to the terms of the Purchase Agreement, each Investor has agreed, severally and not jointly, that neither it nor any affiliate acting on its behalf will execute any purchases or sales of any of the Company's securities during the period commencing on August 21, 2025 and ending at such time that the Company files a Current Report on Form 8-K (on or prior to November 30, 2025) disclosing such information previously disclosed to su

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Item8.01. Other Events. On August 21, 2025, the Company issued a press release announcing the pricing of the Private Placement described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on From 8-K (this "Current Report") contains forward-looking statements, including within the meaning of the U.S. federal securities laws. 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 Company's plans to develop, manufacture and commercialize the Company's product candidates; the treatment potential of atebimetinib, alone or in combination with other agents, including modified Gemcitabine/nab-paclitaxel (mGnP); the expected amount and use of proceeds from the Private Placement; and the timing for release of additional results from the Phase 2a portion of the trial for atebimetinib. These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the risks inherent in oncology drug research and development, including target discovery, target validation, lead compound identification, and lead compound optimization; the Company incurred significant losses, are not currently profitable and may never become profitable; the Company's projected cash runway; the Company's need for additional funding and ability to continue as a going concern; the Company's unproven approach to therapeutic intervention; the Company's ability to address regulatory questions and the uncertainties relating to regulatory filings, reviews and approvals; the lengthy, expensive, and uncertain process of clinical drug development, including potential delays in or failure to obtain regulatory approvals; the Com

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 4.2 Form of Purchase Warrant. 10.1# Form of Securities Purchase Agreement, dated as of August 21, 2025, by and among Immuneering Corporation and the Investors party thereto. 10.2 Form of Registration Rights Agreement, dated as of August 21, 2025, by and among Immuneering Corporation and the Investors party thereto. 99.1 Press Release, dated as of August 21, 2025. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) # The representations and warranties contained in this agreement were made only for purposes of the transactions contemplated by the agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable under securities laws, among other limitations. The representations and warranties were made for purposes of allocating contractual risk between the parties to the agreement and should not be relied upon as a disclosure of factual information relating to the Company, the Investors or the transactions described in this Current Report on Form 8-K.

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: August 25, 2025 By: /s/ Michael D. Bookman Michael D. Bookman Chief Legal Officer and Secretary

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View this 8-K filing on SEC EDGAR