Immuneering Corp
For the period ended Aug 21, 2025. Filed Aug 25, 2025.
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Aug 21, 2025 · Filed Aug 25, 2025
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Contents
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 Company's reliance on third parties and collaborators to conduct our clinical trials, manufacture our product candidates, and develop and commercialize our product candidates, if approved; failure to compete successfully against other drug companies; protection of our proprietary technology and the confidentiality of our trade secrets; potential lawsuits for, or claims of, infringement of third-party intellectual property or challenges to the ownership of our intellectual property; the Company's patents being found invalid or unenforceable; costs and resources of operating as a public company; and unfavorable or no analyst research or reports.
These and other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, and the Company's other reports filed with the U.S. Securities and Exchange Commission, 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, except as required by law, the Company 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 subsequent to the date of this Current Report.
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. |
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