Immuneering Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ​ Unregistered Sales of Equity Securities In April and May 2021, we issued 2,412,853 shares of our Series B Preferred Stock, upon the voluntary election of substantially all of the holders of Series B Preferred Stock, pursuant to the terms of such Series B Preferred Stock. We received gross proceeds of $24,799,786 in connection with this issuance, and incurred issuance costs of $10,935. In June 2021, all warrant holders exercised their warrants, resulting in the purchase of an aggregate of 308,308 shares of our Class A common stock. We received total proceeds from the warrant exercises of $927,125. In June 2021, we issued 17,499 shares of Class A common stock upon the exercise of stock options. We received total proceeds from the exercises of stock options of $52,127. Use of Proceeds On August 3, 2021, we completed the IPO, in which we issued and sold 8,625,000 shares of our Class A common stock, inclusive of 1,125,000 shares we sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $15.00 per share. The offer and sale of all of the shares of our Class A common stock in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-257791), which was declared effective by the SEC on July 29, 2021, and a registration statement on Form S-1 MEF (File No. 333-257791), which was automatically effective upon filing with the SEC on July 29, 2021. Morgan Stanley & Co. LLC, Jefferies LLC and Cowen and Company, LLC acted as representatives of the underwriters for the offering. Following the sale of all of the shares offered in connection with the closing of our IPO, the offering terminated. We received aggregate gross proceeds from our IPO of $129.4 million, or aggregate net proceeds of $118.3 million after deducting underwriting discounts and commissions and other estimated offering expenses. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. There has been no material change in the planned use of IPO proceeds from that described in the Prospectus. Issuer Purchases of Equity Securities None. Item 3. Defaults Upon Senior Securities None. ​ 98 Table of Contents Item 4. Mine Safety Disclosures Not applicable