July 27, 2021

 

VIA EDGAR

 

Securities and Exchange Commission 

Division of Corporation Finance 

Office of Life Sciences 

100 F Street, N.E.
Washington, D.C. 20549

 

Attention:	Alan Campbell
	Ada D. Sarmento
	Angela Connell
	Jenn Do

 

Re:	Immuneering Corporation
	Registration Statement on Form S-1 (File No. 333-257791)
	Request for Acceleration of Effective Date

 

 

Dear Ladies and Gentlemen:

 

In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby join with Immuneering Corporation’s request that the effective date of the Registration Statement be accelerated so that the same will become effective on July 29, 2021 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

 

Pursuant to Rule 460 under the Securities Act of 1933, please be advised that, as representatives of the underwriters, we have distributed approximately 2,136 copies of the preliminary prospectus, dated July 26, 2021, through the date hereof.

 

We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

[Signature Page Follows]

 

 

	Sincerely,
	MORGAN STANLEY & CO. LLC
	JEFFERIES LLC
	COWEN AND COMPANY, LLC
	As representatives of the Underwriters
	MORGAN STANLEY & CO. LLC

 

 

	By:	/s/ Kalli Dircks
		Name: Kalli Dircks
		Title:   Managing Director

 

	JEFFERIES LLC
	By:	/s/ Dustin Tyner
		Name: Dustin Tyner
		Title:   Managing Director

 

	COWEN AND COMPANY, LLC
	By:	/s/ Jason Fenton
		Name: Jason Fenton
		Title:   Managing Director

 

[Signature Page to UW Acceleration Request]