As filed with the Securities and Exchange Commission on May 5, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Immuneering Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 26-1976972 | |
|
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
245 Main Street, Second Floor
Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip code)
Immuneering Corporation 2021 Incentive Award Plan
Immuneering Corporation 2021 Employee Stock Purchase Plan
Immuneering Corporation 2025 Employment Inducement Award Plan
(Full title of the plans)
Benjamin J. Zeskind, Ph.D.
Chief Executive Officer
Immuneering Corporation
245 Main Street, Second Floor
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 500-8080
(Telephone number, including area code, of agent for service)
With copies to:
Evan Smith, Esq.
Ellen Smiley, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |||
| Non-accelerated filer x | Smaller reporting company x | |||
| Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an aggregate of 6,500,000 shares of Immuneering Corporation’s (the “Registrant”) Class A common stock, $0.001 par value per share (“Class A common stock”), which may be issued pursuant to the Immuneering Corporation 2021 Incentive Award Plan (the “2021 Plan”), the Immuneering Corporation 2021 Employee Stock Purchase Plan (the “2021 ESPP”), and the Immuneering Corporation 2025 Employment Inducement Award Plan (the “2025 Inducement Plan” and, together with the 2021 Plan and the 2021 ESPP, the “Plans”).
The additional shares registered pursuant to the Plans are of the same class as other securities relating to the 2021 Plan and the 2021 ESPP for which the Registration Statement on Form S-8 (File No. 333-258416) is effective and incorporated by reference herein.
| Item 8. | Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts on May 5, 2025.
| IMMUNEERING CORPORATION | ||
| By: | /s/ Benjamin J. Zeskind | |
| Name: | Benjamin J. Zeskind, Ph.D. | |
| Title: | President and Chief Executive Officer | |
Each person whose signature appears below hereby constitutes and appoints Benjamin J. Zeskind and Mallory Morales, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date | ||
|
/s/ Benjamin J. Zeskind |
President, Chief Executive Officer and Director (Principal Executive Officer) |
May 5, 2025 | ||
| Benjamin J. Zeskind, Ph.D. | ||||
|
/s/ Mallory Morales |
Chief Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
May 5, 2025 | ||
| Mallory Morales | ||||
|
/s/ Ann E. Berman |
Director | May 5, 2025 | ||
| Ann E. Berman | ||||
|
/s/ Robert J. Carpenter |
Director | May 5, 2025 | ||
| Robert J. Carpenter | ||||
|
/s/ Peter Feinberg |
Director | May 5, 2025 | ||
| Peter Feinberg | ||||
| /s/ Diana F. Hausman | Director | May 5, 2025 | ||
| Diana F. Hausman, M.D. | ||||
|
/s/ Laurie B. Keating |
Director | May 5, 2025 | ||
| Laurie B. Keating | ||||
|
/s/ Thomas J. Schall |
Director | May 5, 2025 | ||
| Thomas J. Schall, Ph.D. | ||||
Exhibit 5.1
| 1271 Avenue of the Americas | ||
| New York, New York 10020-1401 | ||
| Tel: +1.212.906.1200 Fax: +1.212.751.4864 | ||
| www.lw.com | ||
 |
FIRM / AFFILIATE OFFICES | |
| Austin | Milan | |
| Beijing | Munich | |
| Boston | New York | |
| May 5, 2025 | Brussels | Orange County |
| Century City | Paris | |
| Chicago | Riyadh | |
| Dubai | San Diego | |
| Düsseldorf | San Francisco | |
| Frankfurt | Seoul | |
| Hamburg | Shanghai | |
| Immuneering Corporation | Hong Kong | Silicon Valley |
| 245 Main Street, Second Floor | Houston | Singapore |
| Cambridge, Massachusetts 02142 | London | Tel Aviv |
| Los Angeles | Tokyo | |
| Madrid | Washington, D.C. | |
Re: Registration Statement on Form S-8
To the addressee set forth above:
We have acted as special counsel to Immuneering Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to an aggregate of 6,500,000 shares of Class A common stock of the Company, $0.001 par value per share (the “Shares”), which may be issued pursuant to the Immuneering Corporation 2021 Incentive Award Plan (the “2021 Plan”), the Immuneering Corporation 2021 Employee Stock Purchase Plan (the “ESPP”) and the Immuneering Corporation 2025 Inducement Award Plan (the “2025 Inducement Plan” and, together with the 2021 Plan and the 2021 ESPP, the “Plans” and each, a “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the applicable Plan assuming in each case that the individual issuances, grants or awards under the applicable Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
|
May 5, 2025 Page 2 |
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, | |
| /s/ Latham & Watkins LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Immuneering Corporation of our report dated March 20, 2025, relating to the consolidated financial statements of Immuneering Corporation and its subsidiaries, appearing in the Annual Report on Form 10-K of Immuneering Corporation for the year ended December 31, 2024.
| /s/ RSM US LLP | |
| Boston, Massachusetts | |
| May 5, 2025 |
1
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Immuneering Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount |
Proposed |
Maximum |
Fee Rate |
Amount of |
| Equity | Class A common stock, $0.001 par value per share | Rule 457(c) and Rule 457(h) | 6,500,000(2) | $1.26(3) | $8,190,000 | $153.10 per $1,000,000 | $1,253.89 |
| Total Offering Amounts | $0 | $1,253.89 | |||||
| Total Fee Offsets (4) | $0 | ||||||
| Net Fee Due | $1,253.89 | ||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
| (2) | Consists of (i) an additional 1,422,440 shares of Class A common stock that may be issuable under the Immuneering Corporation 2021 Incentive Award Plan (the “2021 Plan”) pursuant to the terms of the 2021 Plan, (ii) an estimated 3,577,560 shares of Class A common stock that may become available for issuance under the 2021 Plan under the annual increase provision therein pursuant to the terms of the 2021 Plan, (iii) an additional 380,610 shares of Class A common stock that may be issuable under the Immuneering Corporation 2021 Employee Stock Purchase Plan (the “2021 ESPP”) pursuant to the terms of the 2021 ESPP, (iv) an estimated 619,390 shares of Class A common stock that may become available for issuance under the 2021 ESPP under the annual increase provision therein pursuant to the terms of the 2021 ESPP, and (v) 500,000 shares of Class A common stock that may be issuable under the Immuneering Corporation 2025 Inducement Award Plan (“2025 Inducement Plan”) pursuant to the terms of the 2025 Inducement Plan. | |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Immuneering Corporation’s (the “Registrant”) Class A common stock as reported on The Nasdaq Global Market on May 1, 2025. | |
| (4) | The Registrant does not have any fee offsets. |