Immuneering Corp SEC Filings

IonQ (NYSE: IONQ) has launched a $1.0 billion capital raise through a mixed offering of 14.17 million new common shares at $55.49 and 39.9 million warrants (36.0 million Series A at a $99.88 strike and 3.86 million pre-funded warrants at $0.0001). The gross proceeds total $1.0 billion and net proceeds, after $20.0 million in underwriting fees and $1.5 million in expenses, are projected at $978.5 million.

The financing will lift total shares outstanding from 243.1 million to 283.9 million immediately (323.8 million if all warrants are exercised), representing dilution of ~17% (or ~33%). Purchasers will experience an immediate $48.96 per-share dilution to adjusted tangible book value ($6.53 post-deal versus the $55.49 offer price). The offering price stands roughly 25% above the $44.39 closing price on 3 July 2025, signaling strong institutional demand despite dilution.

Use of proceeds: working capital, R&D, and potential strategic acquisitions/partnerships that could accelerate IonQ’s roadmap toward higher-fidelity, larger-qubit quantum systems. J.P. Morgan acts as sole underwriter; warrants will not be exchange-listed, limiting near-term liquidity.

Key risks disclosed include ongoing operating losses (accumulated deficit $716.0 million), execution challenges in scaling quantum hardware, absence of cash dividends, limited warrant liquidity, and only a 60-day lock-up on insider sales.

Form 4 discloses that Benjamin J. Zeskind – President, CEO, Director and 10% owner of Immuneering Corp. (IMRX) – purchased additional Class A common shares on two consecutive days.

• 07/01/2025: 2,985 shares acquired at a weighted-average price of $3.3792.
• 07/02/2025: 7,015 shares acquired at a weighted-average price of $3.5342.

Following these open-market purchases (Transaction Code P), Zeskind now owns 2,305,837 shares directly and 894,927 shares indirectly through the Benjamin J. Zeskind 2020 Family Trust (sole trustee: Lisa Schwartz).

The filing signals incremental insider confidence, although the 10,000-share purchase represents less than 0.5% of Zeskind’s combined direct and indirect holdings. No derivative transactions were reported, and no sales occurred.

trivago N.V. (NASDAQ: TRVG) has filed a routine Form 6-K to comply with Section 13a-16/15d-16 of the Exchange Act.

The filing notifies investors that the company held its Annual General Meeting of Shareholders (AGM) on 27 June 2025. The only substantive attachment is Exhibit 99.1, which provides the detailed voting results for all resolutions presented at the meeting.

No financial statements, earnings data, strategic transactions or other material disclosures are included. As such, the document is largely administrative and is unlikely to influence the company’s valuation or near-term operating outlook.

Immuneering Corp. (IMRX) Form 4 filing: On 24 June 2025 the company reported two open-market insider purchases by Chief Scientific Officer Brett Matthew Hall.

• 20 Jun 2025 – Hall bought 7,415 Class A common shares at a weighted-average price of $2.6999.
• 23 Jun 2025 – Hall bought 6,007 Class A common shares at a weighted-average price of $2.4299, with individual trades executed between $2.4101 and $2.4299 (per footnote 1). Both transactions were coded “P,” confirming they were purchases rather than option exercises.

No derivative securities were reported in Table II. Following the purchases Hall now directly owns 359,318 Class A shares, up from 345,896 beforehand—an increase of roughly 3.9 %. The filing does not mark the Rule 10b5-1 safe-harbor box and contains no amendments or dispositions.

Immuneering Corporation (IMRX) filed a Form 4 on 24-Jun-2025 disclosing a small insider purchase. Chief Business Officer Harold E. Brakewood acquired 1,900 shares of Class A common stock on 20-Jun-2025 at an average price of $2.5285 per share, for an estimated total cost of about $4,805. Following the transaction, Brakewood’s direct beneficial ownership rose from 3,900 to 5,800 shares.

The filing reports no derivative activity and contains no other transactions or amendments. Because the share count and dollar value are modest relative to Immuneering’s public float, the transaction is considered routine and unlikely to materially affect the company’s capital structure or near-term valuation. Nevertheless, insider purchases can signal management’s confidence in the company’s prospects, which some investors view positively.

Form 4 filing overview for Immuneering Corp (IMRX): Director Peter Feinberg reported an open-market purchase of 25,000 Class A common shares on 06/18/2025 at a weighted-average price of $2.5275. The transaction was executed through multiple trades between $2.07 and $2.96.

Post-transaction ownership: Feinberg now holds 136,766 shares directly. In addition, he retains indirect ownership as general partner of three entities: 392,242 shares via PF Associates L.P., 476,615 shares via PEF LLC, and 115,441 shares via S4K Investments LLC, bringing his total reported beneficial ownership to approximately 1.12 million IMRX shares.

Key takeaways for investors:

• The filing reflects a net increase in insider holdings; no dispositions were reported.
• The purchase price is near recent trading lows, signalling potential confidence by a board member in the company’s valuation.
• No 10b5-1 plan was checked, indicating the transaction was not pre-scheduled under Rule 10b5-1.

Immuneering Corporation (Nasdaq: IMRX) filed a Rule 424(b)(5) prospectus supplement dated June 23, 2025 that updates its existing at-the-market (ATM) offering program.

Key points:

• Public float: Updated to approximately $83.1 million, calculated on 30,016,759 non-affiliate shares at $2.77 on 6/18/25.
• Because float now exceeds $75 million, IMRX is no longer subject to the sales limitation of Form S-3 General Instruction I.B.6, which had capped sales to one-third of public float over any 12-month period.
• ATM activity to-date: 6,155,556 shares sold for gross proceeds of $18.7 million.
• Remaining capacity: Company may now issue up to an additional $31.29 million of Class A common stock through Piper Sandler under the 8/10/22 Equity Distribution Agreement.
• Market context: Last reported share price on 6/20/25 was $2.56, implying potential dilution if new shares are issued near current levels.

Investors should review the “Risk Factors” section referenced in the base ATM prospectus, as the filing states that investing in IMRX shares involves a high degree of risk.

Immuneering Corporation (IMRX) – Form 4 insider transaction: On 06/18/2025, President, CEO, Director and 10% owner Benjamin J. Zeskind bought 21,000 shares of Class A common stock on the open market at a weighted-average price of $2.3878 per share (trades ranged $2.31-$2.44). The filing was signed on 06/20/2025.

Following the purchase, Zeskind directly owns 2,302,852 shares. In addition, an indirect holding of 894,927 shares is held by the Benjamin J. Zeskind 2020 Family Trust, for which his spouse serves as sole trustee. The transaction was coded “P” (open-market purchase), indicating an increase in ownership. The form does not reference any Rule 10b5-1 trading plan.

The purchase represents roughly 0.9% of Zeskind’s direct stake and signals continued insider support, but the absolute amount (≈$50 k) is modest relative to his existing 3.2 million-share economic interest.