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
Rhea-AI Summary
Immuneering (Nasdaq: IMRX), a clinical-stage oncology company, has announced the pricing of a significant $175 million public offering of Class A common stock at $9.23 per share, consisting of 18,959,914 shares. The company has also granted underwriters a 30-day option to purchase up to 2,843,987 additional shares.
Concurrent with the public offering, Sanofi has agreed to make a $25 million private placement investment, purchasing 2,708,559 shares at the same price per share. Both transactions are expected to close around September 26, 2025. The proceeds will be used to advance Immuneering's preclinical and clinical development programs and for general corporate purposes.
Positive
- None.
Negative
- Significant dilution for existing shareholders with ~21.7M new shares being issued
- Share price set at market price with no premium ($9.23)
- Additional dilution possible if underwriters exercise their option
News Market Reaction
On the day this news was published, IMRX declined 13.33%, reflecting a significant negative market reaction. Argus tracked a peak move of +3.1% during that session. Argus tracked a trough of -41.5% from its starting point during tracking. Our momentum scanner triggered 44 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $59M from the company's valuation, bringing the market cap to $384M at that time. Trading volume was exceptionally heavy at 14.6x the daily average, suggesting significant selling pressure.
Data tracked by StockTitan Argus on the day of publication.
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
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.
FAQ
What is the size and price of Immuneering's (IMRX) public offering in September 2025?
How much is Sanofi investing in Immuneering's private placement?
What will Immuneering use the proceeds for?
Who are the underwriters for Immuneering's public offering?
When will Immuneering's public offering and private placement close?
