Immuneering Corp-A 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Immuneering Corporation (Exact name of registrant as specified in its charter)_________________________________________________________________ Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of June 28, 2024, the aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant was approximately $38.0million (based upon a$1.28 closing sale price of the Class A common stock on that date on the Nasdaq Global Market). As of March13, 2025, the registrant had35,887,252shares of Class A common stock, $0.001 par value per share, issued and outstanding and0shares of Class B common stock, $0.001 parvalue per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120days of the end of the registrant’s fiscal year ended December 31, 2024 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. TABLE OF CONTENTS PageForward-Looking Statements3Risk Factors Summary5PART IItem 1.Business7Item 1A.Risk Factors47Item 1B.Unresolved Staff Comments104Item 1C.Cybersecurity104Item 2.Properties105Item 3.Legal Proceedings105Item 4.Mine Safety Disclosures105PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities105Item 6.[Reserved]106Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations106Item 7A.Quantitative and Qualitative Disclosures about Market Risk117Item 8.Financial Statements and Supplementary Data118Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure141Item 9A.Controls and Procedures141Item 9B.Other Information141Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections141PART IIIItem 10.Directors, Executive Officers and Corporate Governance142Item 11.Executive Compensation142Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters142Item 13.Certain Relationships and Related Transactions, and Director Independence142Item 14.Principal Accountant Fees and Services142PART IVItem 15.Exhibitsand Financial Statement Schedules142Item 16.Form 10-K Summary144 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements including within the meaning of the safe harbor provisions ofthe Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harborprovisions for forward-looking statements contained in Section