aibioImmuneering prices offering at $9.23 a share; Sanofi unit to buy $25.0 million
Tickers IMRX
Immuneering is selling 18,959,914 shares at $9.23 and expects about $164.1 million in net proceeds, plus about $23.3 million from a Sanofi unit. The company's 2024 audit report carried a going-concern paragraph.
Key facts
- Company
- Immuneering Corporation (NASDAQ: IMRX)
- News type
- Financings
- Primary source
- Immuneering Corporation 8-K (2025-09-24)
Immuneering Corporation (Nasdaq: IMRX) agreed on September 24, 2025 to sell 18,959,914 shares of Class A common stock at $9.23 per share in an underwritten public offering, according to an 8-K filed the next day. All of the shares are being sold by the company. The underwriters, Leerink Partners LLC and Oppenheimer & Co. Inc., have a 30-day option to buy up to 2,843,987 more shares. The offering is made under a Form S-3 shelf registration, No. 333-289589. Latham & Watkins LLP gave the opinion on the legality of the shares, attached to the 8-K as Exhibit 5.1; the filings do not say which firm advises the underwriters. The company agreed to pay the underwriters a commission of 6.0% of gross proceeds and to reimburse their FINRA clearance expenses up to $35,000.
The Sanofi private placement
Alongside the offering, Aventis Inc., a wholly owned subsidiary of Sanofi, agreed to buy $25.0 million of stock in a private placement. The 8-K puts that purchase at 2,708,559 shares of Class A common stock, priced at the public offering price.
The private placement was conditional on a qualifying public offering of at least $75.0 million in gross proceeds, priced by September 26, 2025. The 8-K says this offering meets that test. Leerink Partners and Oppenheimer & Co. are also placement agents for the private placement, according to the company's release, and the prospectus says they receive 6.0% of the private placement's gross proceeds. The company expects net proceeds of about $23.3 million from the private placement after estimated fees.
Proceeds and the runway
Immuneering expects net proceeds of about $164.1 million from the public offering, before any exercise of the option. It intends to use the money, together with the private placement proceeds, to advance its product candidates and for working capital and other general corporate purposes. The 8-K says that cash, cash equivalents and marketable securities, plus these net proceeds, will fund development and other operations into 2029, excluding any option proceeds. That date is the company's own projection.
The at-the-market program and the going-concern paragraph
Immuneering has an at-the-market program with Piper Sandler & Co. as sales agent, under a distribution agreement dated August 13, 2025. The 8-K says the company had sold no shares under that program. In connection with this offering, it cut the maximum aggregate offering price under the program by $1,250,007, to up to $98,749,993, and suspended the program.
RSM US LLP audited the 2024 financial statements. Its report carried an explanatory paragraph on the company's ability to continue as a going concern, according to the preliminary prospectus supplement.
The lead drug and the evidence so far
The lead candidate, atebimetinib, also called IMM-1-104, is a once-daily oral MEK inhibitor. It is in a Phase 1/2a trial in patients with advanced solid tumors, and the company is developing it for RAS-driven tumors. In January 2025 the company announced positive interim response and safety data from three Phase 2a pancreatic cancer arms. The company plans a registrational trial of atebimetinib combined with modified gemcitabine and nab-paclitaxel in first-line pancreatic cancer, but that trial is still planned, not under way.
The second candidate, IMM-6-415, is in a Phase 1/2a trial in advanced solid tumors with RAF or RAS mutations. Its stated aim is broad activity with a twice-daily dosing schedule. The company announced initial interim PK, PD and safety data from the Phase 1 portion in January 2025, then in February 2025 paused further patient enrollment to evaluate data from patients at the 120 mg dose level and determine next steps for the program.
What comes next
The public offering and the private placement are expected to close on or about September 26, 2025, subject to customary closing conditions. The 8-K says the option may add more shares if underwriters exercise it within 30 days.
The $9.23 offering price is above the $8.59 last reported sale price on September 23, 2025. The company is raising money after its auditor had already flagged going-concern doubt in the 2024 report.