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  4. [8-K] Immuneering Corp Reports Material Event

New CFO Andrew Gengos joins Immuneering (NASDAQ: IMRX) with equity grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Immuneering Corporation is appointing Andrew Gengos as Chief Financial Officer, Treasurer and principal financial officer, effective when he starts work, expected on or before July 16, 2026. Current Senior Vice President Finance and Chief Accounting Officer Mallory Morales will remain the company’s principal accounting officer.

Gengos will receive an annual base salary of $530,000 and be eligible for a target annual bonus equal to 40% of base salary, based on Board-set objectives. As a material inducement to join, he is expected to receive an option to purchase 650,000 shares of common stock under the 2025 Employment Inducement Award Plan, contingent on his start date.

If terminated without cause or he resigns for good reason, he is eligible for 12 months of base salary continuation, any earned prior-year bonus, and up to 12 months of subsidized COBRA. After a qualifying change in control, he may instead receive similar salary and COBRA benefits, an additional payment equal to 1.0x his target bonus, and accelerated vesting of specified equity awards.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Annual base salary $530,000 CFO compensation under employment agreement
Target bonus rate 40% of base salary Target discretionary annual performance bonus
Stock options grant 650,000 shares Option inducement award under 2025 Employment Inducement Award Plan
Severance salary period 12 months Base salary continuation after qualifying termination
COBRA support period Up to 12 months Direct payment or reimbursement of COBRA premiums after termination
Change-in-control bonus multiple 1.0 times target annual bonus Additional payment if terminated around a change in control
Expected start deadline On or before July 16, 2026 Latest expected date for CFO to commence employment
CFO age 61 years Age of incoming Chief Financial Officer
principal financial officer financial
"designated Mr. Gengos as the Company’s principal financial officer as of the Effective Date"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
principal accounting officer financial
"Ms. Morales will continue to serve as the Company’s principal accounting officer"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
2025 Employment Inducement Award Plan financial
"an option to purchase 650,000 shares of the Company’s common stock pursuant to the Company’s 2025 Employment Inducement Award Plan"
change in control financial
"If such a qualifying termination occurs within three months prior to, or on or within 12 months following, the date of a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
COBRA premiums financial
"direct payment of or reimbursement for COBRA premiums, less the amount Mr. Gengos would have paid for coverage as an active employee"
forward-looking statements regulatory
"contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Understanding 8-K Material Events →
0001790340FALSE00017903402026-06-112026-06-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
__________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2026
__________________________________
Immuneering Corporation
(Exact name of Registrant as Specified in Its Charter)
__________________________________
Delaware001-4067526-1976972
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
245 Main St.
Second Floor
Cambridge, MA 02142
(Address of principal executive offices) (Zip Code)
(617) 500-8080
(Registrant’s telephone number, include area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.001 per shareIMRXThe Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2026, the Board of Directors (the “Board”) of Immuneering Corporation (the “Company”) appointed Andrew Gengos as the Chief Financial Officer and Treasurer of the Company, to become effective on the commencement of his employment with the Company, which is expected to be on or before July 16, 2026 (the date Mr. Gengos actually commences employment with the Company, the “Effective Date”). The Board also designated Mr. Gengos as the Company’s principal financial officer as of the Effective Date, succeeding Mallory Morales in such role. In her ongoing role as Senior Vice President Finance, Chief Accounting Officer, Ms. Morales will continue to serve as the Company’s principal accounting officer.

Mr. Gengos, age 61, joins the Company from Terns Pharmaceuticals, where he served as Chief Financial Officer from February 2025 to May 2026. Mr. Gengos previously served as the Chief Financial Officer and Chief Business Officer of LeonaBio Inc., a publicly-traded biopharmaceutical company, from May 2023 to October 2024. From February 2020 to February 2023, Mr. Gengos served as the Chief Business Officer at Cyteir Therapeutics, Inc., a formerly publicly-traded biopharmaceutical company, where he led the finance team that took the company public. In addition, Mr. Gengos held Chief Executive Officer roles at ImmunoCellular Therapeutics, Ltd. and Neuraltus Pharmaceuticals, Inc., where he provided strategic and financial leadership across multiple therapeutic areas, including oncology and neurodegenerative disease. Earlier, Mr. Gengos was Vice President of Strategy and Corporate Development at Amgen Inc. for eight years. Mr. Gengos started his career at Morgan Stanley before moving on to McKinsey & Co., where he advanced from associate to senior engagement manager. Mr. Gengos holds an M.B.A. from the UCLA Anderson School of Management and a B.S. in Chemical Engineering from the Massachusetts Institute of Technology.

Mr. Gengos has no family relationship with any of the executive officers or directors of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Gengos has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Pursuant to the terms of his employment agreement with the Company, the Company has agreed to pay Mr. Gengos an annual base salary of $530,000, and he will be eligible to receive a target discretionary annual performance bonus of 40% of his annual base salary, based on the achievement of certain corporate objectives as determined by the Board. In addition, as a material inducement to Mr. Gengos' employment with the Company, contingent upon Mr. Gengos commencing employment on the Effective Date, the Company has agreed to grant to Mr. Gengos an option to purchase 650,000 shares of the Company’s common stock pursuant to the Company’s 2025 Employment Inducement Award Plan.

In the event the Company terminates Mr. Gengos' employment without “cause” or he resigns for “good reason” (as such terms are defined in the employment agreement), subject to his execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, Mr. Gengos will be entitled to receive (i) his continued payment of base salary for 12 months, (ii) any unpaid bonus earned for the year prior to the year of termination, and (iii) direct payment of or reimbursement for COBRA premiums, less the amount Mr. Gengos would have paid for coverage as an active employee, for up to 12 months. If such a qualifying termination occurs within three months prior to, or on or within 12 months following, the date of a change in control of the Company, subject to the execution and non-revocation of a separation agreement and release with the Company and compliance with restrictive covenants contained therein, Mr. Gengos will be entitled to receive, in lieu of the payments and benefits described above, (a) continued payment of Mr. Gengos' base salary for 12 months, (b) any unpaid bonus earned for the year prior to the year of termination, (c) a payment equal to 1.0 times Mr. Gengos' target annual bonus for the year of termination, (d) direct payment of or reimbursement for COBRA premiums, less the amount Mr. Gengos' would have paid for coverage as an active employee, for up to 12 months, and (e) accelerated vesting of all equity or equity-based awards that vest based on Mr. Gengos' continued employment or service with the Company, or vest based on performance criteria that were reasonably likely of satisfaction, as determined in good faith by the Board.



Forward-Looking Statements

This Current Report on Form 8-K (this "Current Report") contains forward-looking statements, including 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 expected appointment of Mr. Gengos and the related timing for the commencement of his employment; and the equity award expected to be granted by the Board to Mr. Gengos contingent upon his commencing employment on the Effective Date.

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 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2026, as such factors may be updated from time to time in the Company’s filings with the SEC, which 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, 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 subsequent to the date of this Current Report.



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: June 15, 2026By: /s/ Michael D. Bookman
Name: Michael D. Bookman
Title: Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did Immuneering (IMRX) disclose in this 8-K?

Immuneering appointed Andrew Gengos as Chief Financial Officer, Treasurer and principal financial officer. He is expected to begin employment by July 16, 2026, while existing Senior Vice President Finance Mallory Morales remains principal accounting officer.

What is Andrew Gengos’s compensation package at Immuneering (IMRX)?

Andrew Gengos will receive a $530,000 annual base salary and a target annual performance bonus equal to 40% of that salary. His actual bonus depends on corporate objectives established by Immuneering’s Board of Directors each year.

What equity award will Immuneering (IMRX) grant to its new CFO?

Immuneering plans to grant Andrew Gengos an option to purchase 650,000 shares of its common stock. The option will be issued under the 2025 Employment Inducement Award Plan, contingent on his commencing employment on the defined Effective Date.

What severance benefits could Immuneering’s new CFO receive?

If terminated without cause or he resigns for good reason, the new CFO may receive 12 months of base salary, any earned prior-year bonus, and up to 12 months of COBRA premium support, subject to signing a separation agreement and complying with covenants.

How does a change in control affect the Immuneering (IMRX) CFO’s severance?

Following a qualifying change in control and eligible termination, the CFO may receive 12 months of salary, any earned prior-year bonus, an additional payment equal to 1.0 times his target bonus, up to 12 months COBRA support, and accelerated vesting of certain equity awards.

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