0001104659-25-081995 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2025, between Immuneering Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT IMMUNEERING CORPorationSecurity Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August ____, 2025 (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Immuneering Corporation, a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one shares of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT IMMUNEERING CORPorationCommon Stock Purchase Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August ____, 2025 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) on the date that is five years following the Effective Date (as defined in the Purchase Agreement) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Immuneering Corporation, a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one shares of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2025 • Immuneering Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 21, 2025, between Immuneering Corporation, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).