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Immatics (NASDAQ: IMTX) raises fresh cash to fund oncology pipeline

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Immatics N.V. (IMTX) completed an underwritten equity offering consisting of 15,535,100 ordinary shares, including the full exercise of the underwriters’ option to purchase additional shares, and pre-funded warrants to purchase 4,315,304 ordinary shares. The securities were issued under an effective Form F-3 shelf registration.

Immatics reported net proceeds of approximately $161.1 million after underwriting discounts, fees and expenses. Each pre-funded warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, has no expiry and may be exercised only on a cashless basis, subject to a beneficial ownership cap of generally 9.99%. Immatics plans to use the proceeds to fund research and development of its pipeline, manufacturing, production and, if approved, commercialization of its product candidates, as well as for working capital and other general corporate purposes.

Positive

  • $161.1 million in net proceeds meaningfully increases Immatics’ funding capacity for R&D, manufacturing and potential commercialization of its oncology pipeline.

Negative

  • None.
Ordinary shares offered 15,535,100 ordinary shares Completed underwritten offering, including full exercise of underwriters’ option
Pre-Funded Warrants 4,315,304 pre-funded warrants (each for one ordinary share) Issued together with ordinary shares in the underwritten offering
Net proceeds $161.1 million Net proceeds from the offer and sale of the securities after underwriting discount, fees and expenses
Ordinary share offering price $8.69 per share Price agreed for 12,945,916 ordinary shares
Pre-Funded Warrant purchase price $8.689 per pre-funded warrant Equals share offering price less $0.001 exercise price per underlying share
Pre-Funded Warrant exercise price $0.001 per share Exercise price per ordinary share underlying each pre-funded warrant
Expected gross proceeds $150 million Expected gross proceeds before underwriting discount and offering expenses
Underwriters’ option shares 2,589,814 ordinary shares Additional shares from option, reported as exercised in full
Pre-Funded Warrants financial
"and pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficially own financial
"would cause the holder and its affiliates to beneficially own more than 9.99%"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
beneficial ownership financial
"Beneficial Ownership Limitation"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
fundamental transaction financial
"In connection with a fundamental transaction (as described in the form of Pre-Funded Warrants"
registration statement on Form F-3 regulatory
"registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
Offering Type shelf
Use of Proceeds To fund continued research and development of the pipeline, manufacturing, production and, if approved, commercialization of product candidates, and for working capital and other general corporate purposes.

FAQ

How much capital did Immatics (IMTX) raise in its August 2026 offering?
Immatics reported net proceeds of approximately $161.1 million from the offer and sale of ordinary shares and pre-funded warrants, after deducting underwriting discounts, fees and other offering expenses payable by the company.

What securities did Immatics (IMTX) issue in this underwritten offering?
Immatics issued 15,535,100 ordinary shares, including shares from the underwriters’ option, and pre-funded warrants to purchase 4,315,304 ordinary shares, all under an effective Form F-3 shelf registration statement.

What is the exercise price and structure of Immatics’ pre-funded warrants?
Each pre-funded warrant is exercisable for one ordinary share at $0.001 per share, is immediately exercisable, does not expire, and may be exercised solely on a cashless basis, subject to a beneficial ownership limitation.

How will Immatics (IMTX) use the net proceeds from this offering?
Immatics intends to use the approximately $161.1 million in net proceeds to fund continued research and development of its pipeline, manufacturing and production activities, potential commercialization of product candidates, and for working capital and other general corporate purposes.

What is the beneficial ownership limitation on Immatics’ pre-funded warrants?
Holders generally may not exercise pre-funded warrants if it would cause them and their affiliates to own more than 9.99% of Immatics’ outstanding ordinary shares, adjustable by the holder to a percentage not above 19.99% with at least 61 days’ prior written notice.

At what prices were Immatics (IMTX) securities sold in this offering?
Immatics agreed to sell ordinary shares at $8.69 per share and, in lieu of shares for certain investors, pre-funded warrants at $8.689 per warrant, which reflects the share offering price minus the $0.001 per-share exercise price of each pre-funded warrant.

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Form 6-K: How Foreign Companies Report to the SEC →
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 26, 2026

Commission File Number: 001-39363

 

 

IMMATICS N.V.

 

 

Paul-Ehrlich-Straße 15

72076 Tübingen, Federal Republic of Germany

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

 

 
 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On August 26, 2026, Immatics N.V. (the “Company”) completed an offering of 15,535,100 ordinary shares (the “Shares”), including the exercise in full of the underwriters’ option to purchase 2,589,814 ordinary shares, and pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase 4,315,304 ordinary shares, pursuant to an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Jefferies GmbH, Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters. The Underwriting Agreement includes the terms and conditions for the offering and sale of the Securities, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Report on Form 6-K as Exhibit 1.1.

Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share. The Pre-Funded Warrants are immediately exercisable, do not expire, and may be exercised at any time after issuance in whole or in part solely by means of a cashless exercise, provided that a holder may not exercise any Pre-Funded Warrant to the extent that such exercise would cause the holder and its affiliates to beneficially own more than 9.99% of the Company’s outstanding ordinary shares (which percentage may be increased or decreased by the holder to any other percentage not in excess of 19.99% upon at least 61 days’ prior written notice to the Company). The exercise price and the number of ordinary shares issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustment in the event of share dividends, share splits, combinations, reclassifications, or similar events.

In connection with a fundamental transaction (as described in the form of Pre-Funded Warrants, and generally including any reorganization, recapitalization or reclassification of the Company’s ordinary shares, the sale, transfer or other disposition of all or substantially all of the Company’s assets, the consolidation or merger with or into another person in which the Company is not the surviving entity or in which its shareholders immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, the acquisition of more than 50% of the Company’s outstanding ordinary shares, or any person or group becoming the beneficial owner of more than 50% of the voting power of the Company’s outstanding ordinary shares), holders will be entitled to receive upon exercise the same kind and amount of securities, cash, or other property that such holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction. The Pre-Funded Warrants are transferable without the Company’s consent, subject to applicable laws. The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this report and the foregoing description of the terms of the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Pre-Funded Warrant, which is attached to this Report on Form 6-K as Exhibit 4.1.

The Securities have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3 (File No. 333-286151) (the “Registration Statement”). The Company has filed with the U.S. Securities and Exchange Commission a prospectus supplement dated August 24, 2026, together with an accompanying prospectus dated April 3, 2025, relating to the offer and sale of the Securities.

The net proceeds from the offer and sale of the Securities are approximately $161.1 million, after deducting the underwriting discount and fees and offering expenses payable by the Company. The Company intends to use the net proceeds from the offer and sale of the Securities to fund the continued research and development of its pipeline, the manufacturing, production and, if approved, commercialization of its product candidates and for working capital and other general corporate purposes.

Opinions of counsel regarding the validity of the Securities are attached to this Report on Form 6-K as Exhibit 5.1 and Exhibit 5.2 and the consents of such counsel relating to the incorporation of such opinions into the Registration Statement are attached to this Report on Form 6-K as Exhibit 23.1 and Exhibit 23.2.

INCORPORATION BY REFERENCE

This Report on Form 6-K (other than Exhibit 99.1), including Exhibits 1.1, 4.1, 5.1, 5.2, 23.1 and 23.2, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration No. 333-286151) of Immatics N.V. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

This Report on Form 6-K (other than Exhibits 1.1, 4.1, 5.1, 5.2, 23.1, 23.2 and 99.1) shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Nos. 333-240260 and 333-274218) of Immatics N.V. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

 

Exhibit
No.		    Description
 1.1    Underwriting Agreement, dated August 24, 2026, between Immatics N.V. and Jefferies LLC, Jefferies GmbH, Leerink Partners LLC and Cantor Fitzgerald  & Co., as representatives of the several underwriters
 4.1    Form of Pre-Funded Warrant
 5.1    Opinion of NautaDutilh N.V.
 5.2    Opinion of Davis Polk & Wardwell LLP
23.1    Consent of NautaDutilh N.V. (included in Exhibit 5.1)
23.2    Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2)
99.1    Press release dated August 25, 2026

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, thereunto duly authorized.

 

    IMMATICS N.V.
Date: August 26, 2026     By:  

/s/ Harpreet Singh

    Name:   Harpreet Singh
    Title:   Chief Executive Officer

Exhibit 99.1

 

LOGO

PRESS RELEASE

Immatics Announces $150 Million Underwritten Offering

Houston, Texas and Tuebingen, Germany, August 25, 2026 – Immatics N.V. (NASDAQ: IMTX, “Immatics” or the “Company”), the global leader in precision targeting of PRAME with multiple clinical-stage programs spanning cell therapies and bispecifics, announced today that it has agreed to sell 12,945,916 ordinary shares at $8.69 per share and, in lieu of ordinary shares to certain investors, pre-funded warrants to purchase 4,315,304 ordinary shares at a purchase price of $8.689 per pre-funded warrant, which represents the per share offering price less the $0.001 per share exercise price for each pre-funded warrant, in an underwritten offering. The gross proceeds from the offering, before deducting the underwriting discount and offering expenses, are expected to be $150 million. The offering is expected to close on August 26, 2026, subject to customary closing conditions. In addition, Immatics has granted the underwriters a 30-day option to purchase up to 2,589,184 additional shares at the public offering price, less the underwriting discount.

Jefferies, Leerink Partners and Cantor are acting as joint book-running managers for the offering.

A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on April 3, 2025. The offering is being made only by means of a prospectus supplement and accompanying prospectus. When available, copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained free of charge from:

 

  •  

Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, telephone: (877) 821-7388, email: Prospectus_Department@Jefferies.com;

 

  •  

Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, telephone: (800) 808-7525, ext. 6105, email: syndicate@leerink.com;

 

  •  

Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, email: prospectus@cantor.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

 

Immatics Press Release August 25, 2026       1 | 2

LOGO

 

About Immatics

Immatics is committed to making a meaningful impact on the lives of patients with cancer. We are the global leader in precision targeting of PRAME, a target expressed in more than 50 cancers. Our cutting-edge science and robust clinical pipeline form the broadest PRAME franchise with the most PRAME indications and modalities, spanning TCR T-cell therapies and TCR bispecifics.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements, including statements regarding the securities offering. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Immatics and its management, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including general economic conditions and other risks, uncertainties and factors set forth in the Company’s Annual Report on Form 20-F and other filings with the SEC. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no duty to update these forward-looking statements.

For more information, please contact:

Media

Trophic Communications

Phone: +49 151 74416179

immatics@trophic.eu

Immatics N.V.

Jordan Silverstein

Head of Strategy

Phone: +1 346 319-3325

InvestorRelations@immatics.com

 

Immatics Press Release August 25, 2026       2 | 2

Source: View Original Filing on SEC EDGAR

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