Immatics NV美股招股说明书(2026-08-25版)

IMMATICS N.V. 12,945,916 Ordinary SharesPre-Funded Warrants to Purchase 4,315,304 Ordinary Shares We are offering (i)12,945,916 ordinary shares, nominal value€0.01 per share and (ii)pre-funded warrants to purchase 4,315,304 ordinaryshares (collectively, the “securities”). The pre-funded warrants will be exercisable immediately, and each pre-funded warrant will be initiallyexercisable for one ordinary share at an exercise price of $0.001 per share. The public offering price for the ordinary shares is $8.69 perordinary share. The public offering price for the pre-funded warrants is the public offering price for the ordinary shares, minus the exerciseprice. This prospectus supplement also relates to the offering of the ordinary shares issuable upon exercise of the pre-funded warrants. Our ordinary shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “IMTX.” On August24, 2026, the lastreported sale price of our ordinary shares on Nasdaq was $8.69 per share. There is no established public trading market for thepre-funded warrants and we do not intend to apply to list the pre-funded warrants on Nasdaq, any other national securities exchange orany other nationally recognized trading system. Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on pageS-7 of thisprospectus supplement and any risk factors in our Securities and Exchange Commission (“SEC”) filings that are incorporatedby reference in this prospectus supplement. We have granted the underwriters a 30-day option to purchase up to 2,589,184 additional ordinary shares from us at the public offeringprice, less the underwriting discount. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The securities are expected to be delivered to purchasers on or about August26, 2026. Jefferies Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-7CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-11DILUTIONS-12DESCRIPTION OF PRE-FUNDED WARRANTSS-13TAXATIONS-15UNDERWRITINGS-34LEGAL MATTERSS-41EXPERTSS-42WHERE YOU CAN FIND MORE INFORMATIONS-43INFORMATION INCORPORATED BY REFERENCES-44 EXPERTSENFORCEMENT OF CIVIL LIABILITIESWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE 29303132 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The secondpart is the accompanying prospectus, which is part of a registration statement that we filed with the SEC using a “shelf” registration process. Theaccompanying prospectus describes the general terms of the securities that may be offered pursuant to the accompanying prospectus and thegeneral manner in which those securities will be offered, some of which may not apply to this offering. This prospectus supplement and theinformation incorporated by reference in this prospectus supplement supplements, updates and amends the information contained in theaccompanying prospectus. Before buying any of the securities offered by this prospectus supplement, you should carefully read both this prospectus supplement and theaccompanying prospectus, together with all of the information incorporated by reference in this prospectus supplement, as well as the additionalinformation described under the heading “Where You Can Find More Information” and “Information Incorporated by Reference.” These documentscontain important information that you should consider when making your investment decision. We have filed or incorporated by referenceexhibits to the registration statement of which this prospectus supplement forms a part. You should read the exhibits carefully for provisions thatmay be important to you. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information containedin the accompanying prospectus or in any document incorporated by reference in this prospectus supplement, on the other hand, you should relyon the information in this prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement inanother document having a later date—for example, a document incorporated by reference in this prospectus supplement—the statement in thedocument having the later date modifies or supersedes the earlier statement. The information contained in this prospectus supplement, the accompanying prospectus or any document incorporated by reference in thisprospectus supplement is accurate only as of their respective dates, regardless of the t