Immuneering Corp. Signs Material Definitive Agreement

TL;DR

Immuneering Corp. signed a big deal, details to come.

AI Summary

Immuneering Corp. announced on September 24, 2025, that it has entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Cambridge, MA, filed this 8-K report on September 25, 2025. Specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Immuneering Corp., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Immuneering Corp. (company) — Registrant
• September 24, 2025 (date) — Date of earliest event reported
• September 25, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Cambridge, MA (location) — Address of principal executive offices
• 245 Main St. Second Floor (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
• $9.23 — on stock, at a public offering price of $9.23 per share, pursuant to an effective she
• $25.0 million — greed to issue and sell to the Investor $25.0 million of shares of Class A common stock (or i
• $75.0 million — oss proceeds to the Company of at least $75.0 million and the pricing of which is publicly an
• $164.1 m — eeds from the Offering of approximately $164.1 million, after deducting underwriting dis
• $23.3 m — the Private Placement of approximately $23.3 million, after deducting estimated privat
• $100,000,000 — ximum aggregate offering price of up to $100,000,000 from time to time pursuant to at-the-ma
• $1,250,007 — t transactions under the ATM Program by $1,250,007 (the "Reduced Amount"), resulting in a
• $98,749,993 — ximum aggregate offering price of up to $98,749,993 under the ATM Program, and (ii) suspend

Filing Documents

• tm2526946d1_8k.htm (8-K) — 38KB
• tm2526946d1_ex1-1.htm (EX-1.1) — 208KB
• tm2526946d1_ex5-1.htm (EX-5.1) — 13KB
• tm2526946d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2526946d1_ex5-1img002.jpg (GRAPHIC) — 3KB
• 0001104659-25-093436.txt ( ) — 486KB
• imrx-20250924.xsd (EX-101.SCH) — 3KB
• imrx-20250924_lab.xml (EX-101.LAB) — 33KB
• imrx-20250924_pre.xml (EX-101.PRE) — 22KB
• tm2526946d1_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 an underwriting agreement (the "Underwriting Agreement") with Leerink Partners LLC and Oppenheimer & Co. Inc., as underwriters (the "Underwriters"), in connection with the public offering, issuance and sale by the Company of 18,959,914 shares of the Company's Class A common stock, at a public offering price of $9.23 per share, pursuant to an effective shelf registration (the "Offering"). In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for a period of 30 days, to purchase up to an additional 2,843,987 shares of Class A common stock from the Company, less underwriting discounts and commissions. All of the shares of Class A common stock to be sold in the Offering are being sold by the Company. In addition, as previously disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2025, the Company entered into a securities purchase agreement, dated September 24, 2025 (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 of Class A common stock (or in certain circumstances in lieu of Class A common stock, shares of the Company's non-voting 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 Compa

01. Other Events

Item 8.01. Other Events. On August 13, 2025, the Company entered into an equity distribution agreement with Piper Sandler & Co. relating to the sale of shares of the Company's Class A common stock having a maximum aggregate offering price of up to $100,000,000 from time to time pursuant to at-the-market transactions (the "ATM Program"). As of the date of this report, the Company has not sold any shares under the ATM Program. In connection with the Offering, the Company (i) reduced the maximum aggregate offering price for sales of shares pursuant to at-the-market transactions under the ATM Program by $1,250,007 (the "Reduced Amount"), resulting in a new maximum aggregate offering price of up to $98,749,993 under the ATM Program, and (ii) suspended the ATM Program and terminated the continuous offering under the ATM Program, in each case, as to the Reduced Amount.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (this "Current Report") contains forward-looking statements 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 the Offering and the Private Placement, the terms of the Offering and the Private Placement, the anticipated use of the net proceeds from the Offering and the Private Placement, the anticipated net proceeds from the Offering and the Private Placement and the Company's projected cash runway. 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 Annual Report on Form 10-K for the year ended December 31, 2024 and filed with the U.S. Securities and Exchange Commission (the "SEC") on March 20, 2025, the Company's Quarterly Reports on Form 10-K for the quarterly periods ended March 31, 2025 and June 30, 2025 and filed with the SEC on May 5, 2025 and August 13, 2025, respectively, and the Company's 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 the Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, even if subsequent events cause the Company's views to change. These forward-looking statements should not be relied upon as representing the Company's views as of any date subseque

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of September 24, 2025, by and between Immuneering Corporation and Leerink Partners LLC and Oppenheimer & Co. Inc. 5.1 Opinion of Latham & Watkins LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 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 25, 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