Controls and Procedures.
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Limitations on effectiveness of controls and procedures
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.
−Removed: 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.
−Removed: As permitted by related SEC staff interpretive guidance for newly acquired businesses, the internal control over financial reporting of BioArkive, Inc.
−Removed: was excluded from the evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2021.
−Removed: BioArkive, Inc., which we acquired in December 2021, represented less than 1% of our consolidated total assets, as of December 31, 2021.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: Our management, with the participation of our Chief Executive Officer (who is our principal executive officer) and our Vice President, Finance and Treasurer (who is our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022.
+Added: Based on this evaluation, our Chief Executive Officer and Vice President, Finance and Treasurer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
−Removed: 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.
−Removed: 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.
+Added: Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
+Added: Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective.
+Added: As an "emerging growth company"
+Added: as defined in the JOBS Act and a non-accelerated filer, we are not required to comply with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002.
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 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: As noted above, we acquired BioArkive, Inc.
−Removed: in December 2021, We are in the process of reviewing the internal control structure of BioArkive, Inc.
−Removed: and, if necessary, will make appropriate changes as we continue to integrate BioArkive, Inc.
−Removed: into our overall internal control over financial reporting process.
Other Information
28 unchanged sentences
Description of Securities
−Removed: Employment Agreement, dated July 23, 2021, by and between Biren Amin and Immuneering Corporation
E mployment Agreement, dated July 23, 2021, by and between Brett Hall, Ph.D.
5 unchanged sentences
and Immuneering Corporation
−Removed: E mployment Agreement, dated July 23, 2021, by and between Michael D.
−Removed: Bookman and Immuneering Corporation
Immuneering Corporation 2008 Stock Incentive Plan and form of option agreement thereunder.
2 unchanged sentences
Immuneering Corporation 2021 Employee Stock Purchase Plan.
+Added: Equity Distribution Agreement, dated as of August 10, 2022, by and between Immuneering Corporation and Piper Sandler & Co.
Form of Indemnification Agreement by and among the Registrant and its directors and officers.
Immuneering Corporation Non-Employee Director Compensation Program.
−Removed: Advisory Agreement, dated September 17, 2019, by and between PEF LLC and the Registrant.
−Removed: Master Services Agreement, dated August 5, 2019, by and between Bioarkive LLC and the Registrant.
Lease Agreement, by and between BioArkive, Inc.
8 unchanged sentences
Section 1350.
+Added: 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.
+Added: Inline XBRL Taxonomy Extension Schema Document.
Incorporated by Reference
1 unchanged sentence
Exhibit Description
−Removed: 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.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
15 unchanged sentences
Each person whose individual signature appears below hereby authorizes and appoints Benjamin J.
−Removed: 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.
+Added: Zeskind, and Mallory Morales 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.
3 unchanged sentences
Zeskind, Ph.D.
−Removed: /s/ Biren Amin
−Removed: Chief Financial Officer (Principal Financial and Accounting Officer)
+Added: /s/ Mallory Morales
+Added: Vice President Finance and Treasurer (Principal Financial and Accounting Officer)
March 6, 2023
+Added: Mallory Morales
March 6, 2023
8 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.