On August 21, 2025 Immuneering Corporation (Nasdaq: IMRX), a clinical-stage oncology company focused on keeping cancer patients alive, reported that it has entered into a definitive securities purchase agreement for a private placement of securities to top-tier institutional and other accredited investors, that is expected to result in up front gross proceeds to the Company of approximately $25 million, before deducting fees and expenses (Press release, Immuneering, AUG 21, 2025, View Source [SID1234655423]). The closing of the private placement is subject to customary closing conditions and is expected to occur on or about August 26, 2025.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
"We are excited to announce updated Overall Survival (OS) and Progression-Free Survival (PFS) data from our ongoing Phase 2a trial of atebimetinib in combination with mGnP in first-line pancreatic cancer patients, planned in the coming weeks. In June, we reported an exceptional 94% OS observed at 6 months in first-line pancreatic cancer patients treated with atebimetinib in combination with mGnP. To put that in perspective, in the pivotal study of standard of care GnP, the 6-month OS was only 67%, and dropped rapidly to only 50% by 8.5 months," said Ben Zeskind, Ph.D., Co-founder and Chief Executive Officer of Immuneering. "Our exceptional 6-month overall survival data in first-line pancreatic cancer patients generated strong interest from leading pharmaceutical companies and top-tier investors, including the visionary investors participating in today’s financing. We are developing an entirely new category of cancer medicines, Deep Cyclic Inhibitors, which we believe represent an important new way to keep cancer patients alive and help them thrive. The proceeds from this financing will help support our ongoing efforts to bring atebimetinib, our Deep Cyclic Inhibitor of MEK in the MAPK pathway, to as many cancer patients as possible as quickly as possible."
Under the securities purchase agreement, the investors agreed to purchase: (i) an aggregate of 6,329,113 unregistered shares of the company’s Class A common stock at a purchase price of $3.95 per share (or, for certain investors in lieu of Class A common stock, pre-funded warrants to purchase shares of Class A common stock), and (ii) accompanying purchase warrants to purchase an aggregate of 2,848,096 shares of Class A common stock, with each such warrant representing the right to purchase one share of the company’s Class A common stock at an exercise price of $5.50 per share. The pre-funded warrants were issued for a purchase price equating to $3.949 per pre-funded warrant share (which was the per share purchase price for the Class A common stock less the $0.001 per share unfunded exercise price for each pre-funded warrant). The $3.95 per share purchase price for the Company’s Class A common stock represents a premium of approximately 15% as compared to the Company’s last reported closing price on August 20, 2025. The investors will be granted registration rights as part of the transaction. The purchase warrants will be exercisable for a period of five years following the date on which the Class A common stock issued and issuable in the transaction are registered for resale.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or other jurisdiction.