Immuneering Announces Pricing of $175 Million Underwritten Public Offering of Class A Common Stock and Concurrent $25 Million Private Placement of Class A Common Stock to Sanofi

By: Immuneering Corporation via GlobeNewswire

September 25, 2025 at 00:08 AM EDT

NEW YORK, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Immuneering Corporation (Nasdaq: IMRX), a clinical-stage oncology company focused on keeping cancer patients alive, today announced the pricing of its underwritten public offering of 18,959,914 shares of its Class A common stock at an offering price of $9.23 per share, which is equal to the last reported sale price for Immuneering’s Class A common stock on The Nasdaq Global Market on September 24, 2025. In addition, Immuneering has granted the underwriters a 30-day option to purchase up to an additional 2,843,987 shares of Class A common stock at the public offering price, less the underwriting discounts and commissions. The gross proceeds from the public offering are expected to be approximately $175 million, before deducting underwriting discounts and commissions and offering expenses payable by Immuneering, and excluding any exercise of the underwriters' option to purchase additional shares. In addition, Immuneering announced that Sanofi has agreed to purchase 2,708,559 shares of Immuneering’s Class A common stock, at a purchase price of $9.23 per share, in a separate private placement transaction that is expected to close concurrently with the public offering. All securities in the public offering and private placement will be offered by Immuneering. The public offering and private placement are expected to close concurrently on or about September 26, 2025, subject to customary closing conditions, and the closing of the private placement is contingent upon the closing of the public offering.

Immuneering intends to use the net proceeds of the public offering and the private placement to advance the preclinical and clinical development of its product candidates and for working capital and other general corporate purposes.

Leerink Partners and Oppenheimer & Co. are acting as the joint bookrunners for the public offering and as placement agents in connection with the private placement.

The public offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed by Immuneering with the Securities and Exchange Commission (the “SEC”) on August 13, 2025 and declared effective by the SEC on August 20, 2025. A prospectus supplement relating to the offering will be filed with the SEC. Copies of the prospectus supplement relating to the offering, when available, may be obtained from: Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; and Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004, or by telephone at (212) 667-8055, or by e-mail at EquityProspectus@opco.com, or by visiting the EDGAR database on the SEC’s website at www.sec.gov.

The shares being sold in the Private Placement have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the consummation of and the terms of the public offering and the private placement, the anticipated use of the net proceeds from the public offering and the private placement and the anticipated gross proceeds from the public offering and the private placement. Statements using words such as “expect”, “anticipate”, “believe”, “may”, “will” and similar terms are also forward-looking statements. Actual results or developments may differ materially from those projected or implied in these forward-looking statements and we caution investors not to place undue reliance on the forward-looking statements contained in this press release. Such statements are subject to numerous risks and uncertainties, including, but not limited to, risks associated with general economic and market conditions and the other important factors discussed under the caption “Risk Factors” in the prospectus supplement related to the offering, our Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and our other filings with the SEC. Except as required by law, we undertake no obligations to make any revisions to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release, whether as a result of new information, future developments or otherwise.

Media Contact:
Carson Creehan
817-412-1096
carson.creehan@padillaco.com

Investor Contact:
Laurence Watts
619-916-7620
laurence@newstreetir.com

We have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offerings to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, the underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement (or, when available, the final prospectus supplement) and the accompanying prospectus upon request to: Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; or Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004, or by telephone at (212) 667-8055, or by e-mail at EquityProspectus@opco.com.

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Immuneering Announces Pricing of $175 Million Underwritten Public Offering of Class A Common Stock and Concurrent $25 Million Private Placement of Class A Common Stock to Sanofi

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