Immuneering Corp Files 8-K: Material Agreement & Equity Sales

TL;DR

Immuneering Corp signed a big deal and sold some stock. Details in the 8-K.

AI Summary

On September 24, 2025, Immuneering Corporation entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Immuneering Corporation (company) — Registrant
• September 24, 2025 (date) — Date of earliest event reported
• 245 Main St. Second Floor Cambridge, MA 02142 (address) — Principal executive offices
• 617-500-8080 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 per share IMRX The Nasdaq Global Ma
• $25.0 million — greed to issue and sell to the Investor $25.0 million of shares (the "Class A Shares") of the
• $75.0 million — oss proceeds to the Company of at least $75.0 million and the pricing of which is publicly an

Filing Documents

• tm2526843d1_8k.htm (8-K) — 50KB
• tm2526843d1_ex10-1.htm (EX-10.1) — 234KB
• tm2526843d1_ex99-1.htm (EX-99.1) — 13KB
• tm2526843d1_ex99-1img001.jpg (GRAPHIC) — 16KB
• 0001104659-25-092957.txt ( ) — 553KB
• imrx-20250924.xsd (EX-101.SCH) — 3KB
• imrx-20250924_lab.xml (EX-101.LAB) — 33KB
• imrx-20250924_pre.xml (EX-101.PRE) — 22KB
• tm2526843d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On September 24, 2025, Immuneering Corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Aventis Inc. (the "Investor"), a wholly owned subsidiary of Sanofi, a French socit anonyme, pursuant to which the Company, in a private placement transaction (the "Private Placement"), agreed to issue and sell to the Investor $25.0 million of shares (the "Class A Shares") of the Company's Class A common stock, par value $0.001 per share ("Class A Common Stock"), or in certain circumstances in lieu of Class A Shares, shares (the "Class B Shares" and, together with the Class A Shares, collectively, the "Shares") of the Company's non-voting Class B common stock, par value $0.001 per share ("Class B Common Stock"), subject to and contingent upon the closing of a firm commitment underwritten public offering of Class A Common Stock by the Company that results in gross proceeds to the Company of at least $75.0 million and the pricing of which is publicly announced in a press release issued by the Company on or before September 26, 2025 (a "Public Offering"). The price per Share will be the price per share of Class A Common Stock to the public in the Public Offering as set forth on the cover of the definitive prospectus related to the Public Offering. To the extent any Class B Shares are issued and sold in the Private Placement, the conversion of such Class B Shares into shares of Class A Common Stock will be subject to the Beneficial Ownership Limitation (as defined below). The Company does not intend to list the Class B Common Stock on The Nasdaq Global Market ("Nasdaq") or any other nationally recognized securities exchange or trading system. The closing of the Private Placement is contingent upon the closing of a Public Offering and is expected to occur substantially concurrently with the closing of such Public Offering, subject to the satisfaction of customary closing condit

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 is incorporated by reference into this Item 3.02. On September 24, 2025, the Company issued a press release announcing the entry into the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.

01. Other Events

Item 8.01. Other Events. On September 24, 2025, the Company announced updated interim data from its ongoing Phase 2a clinical trial arm evaluating atebimetinib (formerly known as IMM-1-104), a once-daily oral mitogen-activated protein kinase kinase (or MEK) inhibitor, in combination with modified Gemcitabine/nab-Paclitaxel ("mGnP") in first-line pancreatic cancer patients, which is part of Company's ongoing Phase 1/2a clinical trial of atebimetinib in patients with advanced RAS- and/or RAF-mutant solid tumors. The Company announced that, as of a cutoff date of August 26, 2025 (the "Cutoff Date"), 86% overall survival ("OS") and 53% progression free survival ("PFS") were observed in the initial intent-to-treat population of 34 patients dosed at the 320 mg once-daily dose level of atebimetinib in combination with mGnP (the "320 mg ITT Population"), with a median follow up time of nine months. Estimates of standard of care (described below) suggest a ~47% OS and ~29% PFS at nine months. As of the Cutoff Date, the median OS of the 320 mg ITT Population had not been reached and the median PFS was 9.6 months.. As of the Cutoff Date, 94% OS and 70% PFS were observed in the 320 mg ITT Population at six months. The standard of care (described below) reported a 67% OS and 44% PFS at six months. All data reported by the Company were from the same patient cohort (N=34) as the Company previously reported in June 2025. The estimates of (and other references to) standard of care set forth above with respect to the nine-month follow-up data were extrapolated and reconstructed by the Company based on the publicly available third-party MPACT pivotal trial data for gemcitabine/nab-paclitaxel. The estimates of (and other references to) standard of care set forth above with respect to the six-month follow-up data were reported out directly from the publicly available third-party MPACT pivotal trial data for gemcitabine/nab-paclitaxel. The Company's Phase 1/2a clinical trial of ate

Forward-Looking Statements

Forward-Looking Statements 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 consummation of a Public Offering and the Private Placement; the terms of the Private Placement; the Company's intent not to list the Class B Common Stock on Nasdaq or any other nationally recognized securities exchange or trading system; the anticipated use of the net proceeds from the Private Placement; the anticipated net proceeds from a Public Offering and the Private Placement; the Company's plans to develop, manufacture and commercialize its product candidates; the treatment potential of Deep Cyclic Inhibitors, including atebimetinib, alone or in combination with other agents, including mGnP; the timing of regulatory feedback, initiation of a pivotal trial and related patient dosing; the ability of targeting MEK to deliver a more durable benefit; the timing and content of future data releases and presentations; and the timing for the initiation of additional atebimetinib clinical trial combination arms. These forward-looking statements are based only on the Company's 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 important factors discussed under the caption "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 13, 2025, as such factors may be updated from time to time in the Company's filings with the SEC, which could cause actual results to differ materially from those indicated by the forward-looking stateme

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Securities Purchase Agreement, dated as of September 24, 2025, by and between Immuneering Corporation and Aventis Inc. 99.1 Press Release, dated as of September 24, 2025. 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: September 24, 2025 By: /s/ Benjamin J. Zeskind Benjamin J. Zeskind, Ph.D. Co-Founder, President, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR