Current Report Filing (8-k)
January 18 2022 - 7:01AM
Edgar (US Regulatory)
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2022-01-14
2022-01-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 14, 2022
Immuneering Corporation
(Exact name of registrant as specified in its
charter)
Delaware
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001-40675
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26-1976972
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(State
or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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245 Main St.
Second Floor
Cambridge, MA 02142
(Address of principal executive offices) (Zip
Code)
(617) 500-8080
(Registrant’s telephone number, include
area code)
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class
A Common Stock, $0.001 par value per share
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IMRX
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The
Nasdaq Global Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On January 14, 2022, the Board of Directors of
Immuneering Corporation (the “Company”) appointed Diana F. Hausman, MD to serve as a member of the Board of Directors as a
Class I Director. Dr. Hausman will receive compensation in accordance with the Company’s compensation arrangements for non-management
directors. Dr. Hausman has not been appointed to a committee of the Board of Directors at this time. There was no arrangement or understanding
pursuant to which Dr. Hausman was elected as a director. Dr. Hausman has also entered into the Company’s standard indemnification
agreement for directors and officers.
On January 18, 2022, the Company issued a press
release announcing Dr. Hausman’s appointment to the Board of Directors (the “Press Release”). The Press Release is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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 hereunto duly authorized.
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IMMUNEERING CORPORATION
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Date: January 18, 2022
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By:
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/s/ Benjamin J. Zeskind
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Name:
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Benjamin J. Zeskind, Ph.D.
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Title:
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Co-Founder, President, Chief Executive Officer
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