Immuneering sold: (i) an aggregate of 6,329,113 unregistered shares of the company's Class A common stock at a purchase price of $3.95 per share (or, for certain investors in lieu of Class A common stock, pre-funded warrants to purchase shares of Class A common stock), and (ii) accompanying purchase warrants to purchase an aggregate of 2,848,096 shares of Class A common stock, with each such warrant representing the right to purchase one share of the company's Class A common stock at an exercise price of $5.50 per share. The pre-funded warrants were issued for a purchase price equating to $3.949 per pre-funded warrant share (which was the per share purchase price for the Class A common stock less the $0.001 per share unfunded exercise price for each pre-funded warrant). The investors were granted registration rights as part of the transaction. The purchase warrants are exercisable for a period of five years following the date on which the Class A common stock issued and issuable in the transaction are registered for resale.
The offer and sale of the securities was made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an ...
