What changed in this filing

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Item 1. Financial Statements

2022-08-10 compared with 2022-05-10 · 97 added, 63 removed, 407 unchanged (28% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2022

June 30, 2022

December 31, 2021

23 unchanged sentences

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively;

0 shares issued or outstanding at March 31, 2022 and December 31, 2021

Class A common stock, $ 0.001 par value, 200,000,000 shares authorized at March 31, 2022 and December 31, 2021;

26,383,299 and 26,320,199 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.001 par value, 20,000,000 shares authorized at March 31, 2022 and December 31, 2021;

0 shares issued and outstanding at March 31, 2022 and December 31, 2021

10,000,000 shares authorized at June 30, 2022 and December 31, 2021;

0 shares issued or outstanding at June 30, 2022 and December 31, 2021

Class A common stock, $ 0.001 par value, 200,000,000 shares authorized at June 30, 2022 and December 31, 2021;

26,392,299 and 26,320,199 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.001 par value, 20,000,000 shares authorized at June 30, 2022 and December 31, 2021;

0 shares issued and outstanding at June 30, 2022 and December 31, 2021

Additional paid-in capital

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenue

7 unchanged sentences

( 7,990,924 )

( 24,571,710 )

( 14,226,930 )

Other income (expense)

3 unchanged sentences

( 7,987,665 )

( 24,423,677 )

( 14,217,316 )

Net loss per share attributable to common stockholders, basic and diluted

5 unchanged sentences

( 7,987,665 )

( 24,556,229 )

( 14,217,316 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

19 unchanged sentences

( 28,528,876 )

Issuance of Series B convertible preferred stock, net of issuance costs

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of warrants

Stock-based compensation expense

( 7,987,665 )

Balance at June 30, 2021

( 39,954,956 )

( 35,185,780 )

Convertible Preferred Stock

16 unchanged sentences

( 72,169,762 )

Issuance of common stock upon exercise of stock options

Stock-based compensation expense

( 11,527,303 )

Other comprehensive loss

Balance at June 30, 2022

( 83,697,065 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 and 2021

FOR THE SIX MONTHS ENDED JUNE 30, 2022 and 2021

Cash flows from operating activities:

28 unchanged sentences

Proceeds from exercise of stock options

Proceeds from the issuance of Series B preferred stock, net of issuance costs

Proceeds from exercise of warrants

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 6,156,404 )

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

2 unchanged sentences

Reduction of right of use asset and lease liability in connection with lease modification

Deferred offering costs included in accounts payable and accrued expenses

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

Immuneering Corporation, a Delaware corporation, (“Immuneering” or the “Company”) was incorporated in 2008.

The Company aims to improve patient outcomes by advancing a unique pipeline of oncology and neuroscience product candidates developed using the Company’s translational bioinformatics platform.

The Company aims to improve patient outcomes by advancing a pipeline of product candidates designed to benefit large populations of patients with cancer and other diseases, developed using the Company’s translational bioinformatics platform.

The Company has more than a decade of experience applying translational bioinformatics to generate insights into drug mechanism of action and patient treatment response.

13 unchanged sentences

To date, the Company has funded its operations through service revenues, and with proceeds from the sale of its capital stock and convertible notes and, most recently, with proceeds from the IPO.

The Company has incurred recurring losses over the past several years and as of March 31, 2022, the Company had an accumulated deficit of $ 72,169,762 .

The Company has incurred recurring losses over the past several years and as of June 30, 2022, the Company had an accumulated deficit of $ 83,697,065 .

The Company expects to continue to generate operating losses for the foreseeable future.

26 unchanged sentences

Actual results may differ materially and adversely from these estimates.

Goodwill Impairment

Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately

Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value.

On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill.

If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss.

The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company performs its annual impairment test during the fourth quarter of each fiscal year.

There were no impairments in 2021.

Subsequent to December 31, 2021, the Company’s market capitalization has declined which may be an indicator of impairment.

The Company will continue to assess the impact of its market capitalization and any other indicators of potential impairment.

It is possible that if the Company’s market capitalization decline is more than temporary, or if

other indicators of impairment are identified, an interim impairment analysis may be necessary, which could result in an impairment of goodwill, intangible assets and other long-lived assets in 2022.

It is possible that if the Company’s market capitalization decline is more than temporary, or if other indicators of impairment are identified, an interim impairment analysis may be necessary, which could result in an impairment of goodwill, intangible assets and other long-lived assets in 2022.

Recently Issued Accounting Pronouncements

22 unchanged sentences

The Company assesses its available-for-sale marketable securities for impairment on a quarterly basis.

There were no impairments of the Company’s available-for-sale marketable securities measured and carried at fair value during the three months ended March 31, 2022 or 2021.

There were no impairments of the Company’s available-for-sale marketable securities measured and carried at fair value during the three and six months ended June 30, 2022 or 2021.

Realized gains and losses are included in other expense on a specific-identification basis.

There were no realized gains or losses on marketable securities for the three months ended March 31, 2022 or 2021.

Marketable securities as of March 31, 2022 consisted of the following:

March 31, 2022

There were no realized gains or losses on marketable securities for the three and six months ended June 30, 2022 or 2021.

Marketable securities as of June 30, 2022 consisted of the following:

June 30, 2022

Amortized Cost

22 unchanged sentences

Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of March 31, 2022:

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of June 30, 2022:

Cash equivalents

8 unchanged sentences

The pricing services utilize industry standard valuation models, including both income and market-based approaches, and observable market inputs to determine value.

After completing our valuation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of March 31, 2022.

There have been no changes to the valuation methods during the three months ended March 31, 2022.

There were no transfers between Level 1 and Level 2 and we had no financial assets or liabilities that were classified as Level 3 at any point during the three months ended March 31, 2022.

After completing our valuation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2022.

There have been no changes to the valuation methods during the three months ended June 30, 2022.

There were no transfers between Level 1 and Level 2 and we had no financial assets or liabilities that were classified as Level 3 at any point during the six months ended June 30, 2022.

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of December 31, 2021:

15 unchanged sentences

Property and equipment, net

Depreciation expense totaled $ 47,704 and $ 8,867 for the three months ended March 31, 2022 and 2021, respectively.

Depreciation expense totaled $ 54,560 and $ 9,807 for the three months ended June 30, 2022 and 2021, respectively.

Depreciation expense totaled $ 102,263 and $ 18,674 for the six months ended June 30, 2022 and 2021, respectively.

Note 6 – Business Combination

BioArkive Acquisition

On December 22, 2021, the Company completed the acquisition of all outstanding shares of capital stock of BioArkive, Inc., a California corporation (“BioArkive”), for a market value of $ 8.75 million.

On December 22, 2021, the Company completed the acquisition of all outstanding shares of capital stock of BioArkive, Inc., a California corporation, for a market value of $ 8.75 million.

BioArkive is a San Diego based contract research organization that has previously provided preclinical research services and biosample storage to the Company and other biotechnology companies.

3 unchanged sentences

The number of shares of common stock issued was calculated using a value based on the average of the daily volume weighted average prices of the common stock on the Nasdaq Stock Exchange for the 30 -trading day period ending on and including the trading day immediately prior to the closing date.

The sellers of BioArkive are restricted from selling these shares for a 6 month period from the date of the acquisition.

The sellers of BioArkive were restricted from selling these shares for a six-month period from the date of the acquisition.

As such, we estimated that there was an approximate 10 % discount for the lack of marketability of the shares.

17 unchanged sentences

Other long term assets

Property, plant and equipment, net

Property and equipment, net

Right of use assets

13 unchanged sentences

Series B Preferred Stock

In April and May 2021, 2,412,853 shares of the second tranche of Series B Preferred Stock were issued based on the voluntary election of substantially all of the holders of Series B Preferred Stock.

The Company received gross proceeds of $ 24,799,786 .

The Company incurred issuance costs of $ 10,935 in connection with the second tranche of Series B Preferred Stock.

Upon the closing of the IPO on August 3, 2021, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock.

Note 9 - Common Stock

The Company had 200,000,000 authorized shares of Class A common stock, $ 0.001 par value per share as of March 31, 2022 and December 31, 2021 of which 26,383,299 and 26,320,199 were issued and outstanding , respectively.

The Company had 200,000,000 authorized shares of Class A common stock, $ 0.001 par value per share as of June 30, 2022 and December 31, 2021 of which 26,392,299 and 26,320,199 were issued and outstanding , respectively.

The holders of Class A common stock are entitled one vote for each share of common stock.

Dividends may be paid when, and if

declared by the Board of Directors, subject to the limitations, powers and preferences granted to the Preferred Stockholders and on a proportionate basis with holders of Class B common stock.

As of March 31, 2022 and December 31, 2021, the following number of shares of Class A common stock have been reserved:

Dividends may be paid when, and if declared by the Board of Directors, subject to the limitations, powers and preferences granted to the Preferred Stockholders and on a proportionate basis with holders of Class B common stock.

As of June 30, 2022 and December 31, 2021, the following number of shares of Class A common stock have been reserved:

Exercise of common stock options

The Company had 20,000,000 authorized shares of Class B common stock, $ 0.001 par value per share as of March 31, 2022 and December 31, 2021, of which no shares have been issued nor are outstanding.

The Company had 20,000,000 authorized shares of Class B common stock, $ 0.001 par value per share as of June 30, 2022 and December 31, 2021, of which no shares have been issued nor are outstanding.

The holders of Class B common stock have no voting rights.

12 unchanged sentences

The Company’s participating securities include the Company’s Preferred Stock, as the holders are entitled to receive noncumulative dividends in the event that a dividend is paid on common stock.

The holders of Preferred Stock do not have a contractual obligation to share in losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method.

The holders of Preferred Stock do not have

a contractual obligation to share in losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method.

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase.

1 unchanged sentence

The Company has reported net losses for all periods presented, therefore diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Basic and diluted net loss per share attributable to common stockholders was calculated at March 31, 2022 and 2021 as follows:

Three Months Ended March 31,

Basic and diluted net loss per share attributable to common stockholders was calculated at June 30, 2022 and 2021 as follows:

Three Months Ended June 30,

Six Months Ended June 30,

( 11,527,303 )

( 7,987,665 )

( 24,423,677 )

( 14,217,316 )

Denominator - basic and diluted:

1 unchanged sentence

Net loss per share - basic and diluted

The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares) at March 31, 2022 and 2021:

Warrants to purchase common stock

Options to purchase common stock

3 unchanged sentences

The options typically vest over a four -year period.

As of March 31, 2022, the maximum number of shares available for issuance under the Incentive Plan was 2,825,173 shares.

As of June 30, 2022, the maximum number of shares available for issuance under the Incentive Plan was 2,825,173 shares.

Upon the effectiveness of the Company’s 2021 Incentive Award Plan, the Company ceased granting awards under the Incentive Plan.

4 unchanged sentences

No more than 15,350,000 shares of Class A common stock may be issued under the 2021 Plan upon the exercise of incentive stock options.

Shares issued under the 2021 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares.

Shares issued under the 2021 Plan may be authorized but unissued shares,

shares purchased on the open market or treasury shares.

If an award under the 2021 Plan expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised/settled or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2021 Plan.

In addition, shares subject to stock options issued under the Incentive Plan may become available for issuance under the 2021 Plan to the extent such stock options are canceled, forfeited, exchanged, settled in cash or otherwise terminated.

As of March 31, 2022, there were 2,431,728 shares available for future issuance under the 2021 Plan.

As of June 30, 2022, there were 2,311,230 shares available for future issuance under the 2021 Plan.

On July 23, 2021, the Company’s Board of Directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on July 29, 2021.

1 unchanged sentence

The number of shares of Class A common stock that may be issued under the 2021 ESPP will automatically increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1 % of the shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the board of directors, provided that not more than 3,340,000 shares of Class A common stock may be issued under the 2021 ESPP.

As of March 31, 2022, no shares had been issued under the 2021 ESPP.

During the three months ended March 31, 2022, the Company recognized stock-based compensation expense of $ 897,650 .

During the three months ended March 31, 2021, the Company recognized stock-based compensation expense of $ 182,225 .

As of March 31, 2022, compensation expense remaining to be recognized for outstanding stock options was $ 13,195,203 and to be recognized over a weighted-average period of 3.06 years.

As of June 30, 2022, no shares had been issued under the 2021 ESPP.

During the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 1,052,421 and $ 1,950,071 , respectively.

During the three and six months ended June 30, 2021, the Company recognized stock-based compensation expense of $ 351,009 and $ 533,234 , respectively.

As of June 30, 2022, compensation expense remaining to be recognized for outstanding stock options was $ 12,585,048 and to be recognized over a weighted-average period of 2.83 years.

The fair value of options granted is calculated on the grant date using the Black-Scholes option valuation model.

1 unchanged sentence

Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer public companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price.

For the three months ended March 31, 2022, the Company granted 942,025 shares of stock options at a weighted-average grant date fair value of $ 10.10 .

The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

For the six months ended June 30, 2022, the Company granted 1,067,410 shares of stock options at a weighted-average grant date fair value of $ 9.50 .

The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the six months ended June 30, 2022 and 2021:

Six Months Ended June 30,

Weighted-average risk-free interest rate

8 unchanged sentences

68.92 % - 80.99 %

The following table summarizes the stock option activity during the three months ended March 31, 2022 under the Plan:

The following table summarizes the stock option activity during the six months ended June 30, 2022 under the Plan:

Exercise Price

2 unchanged sentences

Outstanding at of December 31, 2021

Outstanding at March 31, 2022

Vested and exercisable at March 31, 2022

Vested and expected to vest at March 31, 2022

For the three months ended March 31, 2022 and 2021, the Company recognized share-based compensation expense recognized on the accompanying condensed consolidated statements of operations as follows:

Three Months Ended March 31,

Outstanding at June 30, 2022

Vested and exercisable at June 30, 2022

Vested and expected to vest at June 30, 2022

For the three months ended June 30, 2022 and 2021, the Company recognized share-based compensation expense recognized on the accompanying condensed consolidated statements of operations as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenue

5 unchanged sentences

The Cambridge and San Francisco leases are on a month-to-month basis, requiring one month’s notice before termination.

The New York lease is renewable on a quarterly basis and the last renewal extended the lease term until March 31, 2023.

The New York lease is renewable on an annual basis and the last renewal extended the lease term until March 31, 2023.

These lease agreements include payments for lease and non-lease components and the Company has elected to not separate such components and these payments were recognized as rent expense.

As of March 31, 2022, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts, New York, New York and San Francisco, California was $ 64,920 due in 2022.

The Company leases storage space for its electronic data equipment in Somerville, Massachusetts.

This lease is renewable on an annual basis effective every March 1st.

Prior to December 31, 2021, the Company renewed the lease through March 31, 2023.

As of March 31, 2022, total future minimum lease payments for this lease were $ 16,804 due in 2022.

As of June 30, 2022, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts, New York, New York and San Francisco, California was $ 39,600 due in 2022.

In October 2020, the Company entered into an office lease (“Via Frontera Lease”) in San Diego, California with a lease term of 67 months .

3 unchanged sentences

This was accounted for as a lease modification which reduces the term of the existing lease and the Company adjusted the value of its right-of-use asset and operating lease liability by $ 347,739 using an incremental borrowing rate of approximately 6 % .

The modification is reflected as a non-cash operating activity in the statement of cash flows for the three months ended March 31, 2022.

The modification is reflected as a non-cash operating activity in the statement of cash flows for the six months ended June 30, 2022.

The Company subsequently entered into a sublease of the Via Frontera Lease, the term of which commenced in March 2022 and continues through the full remaining obligation.

4 unchanged sentences

In February 2022, the Company entered into a sublease of the Site 2 Lease, the term of which continues through the remaining term of the Site 2 Lease.

Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at March 31, 2022 were as follows:

Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at June 30, 2022 were as follows:

Remainder of 2022

6 unchanged sentences

Total lease liability

Quantitative information regarding the Company’s leases for the three months ended March 31, 2022 and 2021 is as follows:

Quantitative information regarding the Company’s leases for the six months ended June 30, 2022 and 2021 is as follows:

Operating lease cost

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements