Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
In July 2021, we issued 16,041 shares of Class A common stock upon the exercise of stock options under the Immuneering Corporation Long Term Incentive Plan (the “Incentive Plan”) that have a weighted average exercise price of $3.02. We received total proceeds from the exercises of stock options of $48,442. The foregoing involved issuances of securities to Eligible Persons (as defined under the Incentive Plan) in transactions effected without registration in reliance on the exemption from registration under Rule 701 under the Securities Act as transactions pursuant to compensatory benefit plans or contracts relating to compensation.
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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 $118.2 million after deducting underwriting discounts and commissions and other 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.
Item 4. Mine Safety Disclosures
Not applicable
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