Immuneering Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. As permitted by related SEC staff interpretive guidance for newly acquired businesses, the internal control over financial reporting of BioArkive, Inc. was excluded from the evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2021. BioArkive, Inc., which we acquired in December 2021, represented less than 1% of our consolidated total assets, as of December 31, 2021. Management’s Annual Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies. Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 for so long as we remain an “emerging growth company” as defined in the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As noted above, we acquired BioArkive, Inc. in December 2021, We are in the process of reviewing the internal control structure of BioArkive, Inc. and, if necessary, will make appropriate changes as we continue to integrate BioArkive, Inc. into our overall internal control over financial reporting process. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 157 Table of Contents ​ PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference. Item 11 . Executive Compensation The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12, including information regarding securities authorized for issuance under equity compensation plans pursuant to Item5(a), Part II of Form 10-K, will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item 14 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements For a list of the financial statements included herein, see Index to Consolidated Financial Statements in this Annual Report on Form 10-K, incorporated into this Item by reference. 2. Financial Statement Schedules Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. 3. Exhibits See the Exhibit Index in Item 15(b) below. ​ 158 Table of Contents (b) EXHIBIT INDEX ​ ​ op ​ ​ ​ ​ ​ ​ Incorporated by Reference Filed/ Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Furnished Herewith ​ ​ ​ ​ ​ ​ ​ 2.1 Share Purchase Agreement by and among Immuneering Corporation, BioArkive, Inc. and BioArkive’s shareholders, dated as of December 22, 2021 8-K 001-40675 2.1 12/22/2021 ​ 3.1 Amended and Restated Certificate of Incorporation of Immuneering Corporation 10-Q 001-40675 3.1 09/09/2021 3.2 Amended and Restated Bylaws of Immuneering Corporation 10-Q 001-40675 3.2 09/09/2021 ​ 4.1 Form of Specimen Stock Certificate S-1/A 333-257791 4.1 07/26/2021 4.2 Amended and Restated Investors’ Rights Agreement, dated December 21, 2020, by and among the Registrant and the other parties thereto. S-1/A 333-257791 4.2 07/26/2021 ​ 4.3 Description of Securities ​ ​ ​ ​ * 10.1† Employment Agreement, dated July 23, 2021, by and between Biren Amin and Immuneering Corporation S-1/A 333-257791 10.5 07/26/2021 ​ 10.2† E mployment Agreement, dated July 23, 2021, by and between Brett Hall, Ph.D. and Immuneering Corporation S-1/A 333-257791 10.6 07/26/2021 ​ 10.3† E mployment Agreement, dated July 23, 2021, by and between Scott Barrett, M.D. and Immuneering Corporation S-1/A 333-257791 10.7 07/26/2021 ​ 10.4† E mployment Agreement, dated July 23, 2021, by and between Benjamin J. Zeskind, Ph.D. and Immuneering Corporation S-1/A 333-257791 10.8 07/26/2021 ​ 10.5† E mployment Agreement, dated July 23, 2021, by and between Michael D. Bookman and Immuneering Corporation S-1/A 333-257791 10.9 07/26/2021 ​ 10.6† Immuneering Corporation 2008 Stock Incentive Plan and form of option agreement thereunder. S-1 333-257791 10.4 07/09/2021 ​ 10.7† Immuneering Corporation Long Term Incentive Plan and form of option agreement thereunder. S-1 333-257791 10.5 07/09/2021 ​ 10.8† Immuneering Corporation 2021 Incentive Award Plan and forms of award agreements thereunder. S-1/A 333-257791 10.10 07/26/2021 ​ 10.9† Immuneering Corporation 2021 Employee Stock Purchase Plan. S-1/A 333-257791 10.11 07/26/2021 ​ 10.10† Form of Indemnification Agreement by and among the Registrant and its directors and officers. S-1/A 333-257791 10.12 07/26/2021 ​ 10.11† Immuneering Corporation Non-Employee Director Compensation Program. S-1/A 333-257791 10.13 07/26/2021 ​ 10.12 Advisory Agreement, dated September 17, 2019, by and between PEF LLC and the Registrant. S-1 333-257791 10.3 07/09/2021 ​ 10.13 Master Services Agreement, dated August 5, 2019, by and between Bioarkive LLC and the Registrant. S-1 333-257791 10.2 07/09/2021 ​ 10.14 Lease Agreement, by and between BioArkive, Inc. and Thornmint 13, LLC, dated as of July 22, 2021 8-K 001-40675 10.1 12/22/2021 ​ 21.1 Subsidiaries of Immuneering Corporation ​ ​ ​ ​ * 23.1 Consent of RSM US, LLP, Independent Registered Pubic Accounting Firm ​ ​ ​ ​ * 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). ​ ​ ​ ​ * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). ​ ​ ​ ​ * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. ​ ​ ​ ​ ** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. ​ ​ ​ ​ ** 159 Table of Contents op ​ ​ ​ ​ ​ ​ Incorporated by Reference Filed/ Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Furnished Herewith ​ ​ ​ ​ ​ ​ ​ 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ * 101.SCH Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ ​ * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ ​ * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. ​ ​ ​ ​ * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ ​ * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ * ​ * Filed herewith. ** Furnished herewith. † Indicates a management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. ​ 160 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized. ​ ​ ​ ​ IMMUNEERING CORPORATION ​ ​ ​ Date: March 10, 2022 By: /s/ Benjamin J. Zeskind ​ Name: Benjamin J. Zeskind, Ph.D. ​ Title: Co-Founder, President, Chief Executive Officer and Director (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Benjamin J. Zeskind, and Biren Amin and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits 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, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. 161 Table of Contents Name Title Date /s/ Benjamin J. Zeskind President, Chief Executive Officer and Director (Principal Executive Officer) March 10, 2022 Benjamin J. Zeskind, Ph.D. /s/ Biren Amin Chief Financial Officer (Principal Financial and Accounting Officer) March 10, 2022 Biren Amin ​ ​ /s/ Ann E. Berman Director March 10, 2022 Ann E. Berman ​ ​ /s/ Robert J. Carpenter Director March 10, 2022 Robert J. Carpenter ​ ​ /s/ Peter Feinberg Director March 10, 2022 Peter Feinberg ​ ​ /s/ Diana F. Hausman, MD Director March 10, 2022 Diana F. Hausman, MD ​ ​ /s/ Laurie B. Keating Director March 10, 2022 Laurie B. Keating ​ ​ 162