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    Amendment: SEC Form SC 13G/A filed by Immuneering Corporation

    11/14/24 3:03:47 PM ET
    $IMRX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $IMRX alert in real time by email
    SC 13G/A 1 cormorant-imrx093024a4.htm



     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549

     

    SCHEDULE 13G/A

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 4)*



    Immuneering Corporation

    (Name of Issuer)

     

    Class A Common Stock

    (Title of Class of Securities)

     

    45254E107

    (CUSIP Number)

     

     

    September 30, 2024
    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    x Rule 13d-1(b)

    o Rule 13d-1(c)

    o Rule 13d-1(d)

     

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     


     

    CUSIP No.  45254E107
     SCHEDULE 13G/A
    Page 3 of 9 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Cormorant Asset Management, LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) x
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    0
    6
    SHARED VOTING POWER
     
    0
    7
    SOLE DISPOSITIVE POWER
     
    0
    8
    SHARED DISPOSITIVE POWER
     
    0
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    0
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0%
    12
    TYPE OF REPORTING PERSON
     
    IA

     
     


     

    CUSIP No.  45254E107
     SCHEDULE 13G/A
    Page 4 of 9 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Bihua Chen
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) x
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    0
    6
    SHARED VOTING POWER
     
    0
    7
    SOLE DISPOSITIVE POWER
     
    0
    8
    SHARED DISPOSITIVE POWER
     
    0
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    0
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    0%
    12
    TYPE OF REPORTING PERSON
     
    IN
     
     


     

     

    CUSIP No. 45254E107
     SCHEDULE 13G/A
    Page 5 of 9 Pages

     

    Item 1.(a) Name of Issuer

    Immuneering Corporation

    Item 1.(b) Address of Issuer’s Principal Executive Offices

    245 Main St., Second Floor

    Cambridge, MA 02142

    Item 2.(a) Names of Person Filing:

    Cormorant Asset Management, LP

    Bihua Chen

    This statement is filed by (i) Cormorant Asset Management, LP ("Cormorant"), a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the Shares (as defined in Item 2(d) below) directly held by the Cormorant Funds and (ii) Bihua Chen ("Ms. Chen") with respect to the Shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

    Item 2.(b) Address of Principal Business Office:

    200 Clarendon Street, 52nd Floor

    Boston, MA 02116

     

    Item 2.(c) Citizenship:

    Cormorant Asset Management, LP - Delaware

    Bihua Chen - United States

     

    Item 2.(d) Title of Class of Securities

    Class A Common Stock (the "Shares")

     

    Item 2.(e) CUSIP No.:

    45254E107

     

    CUSIP No.  45254E107
     SCHEDULE 13G/A
    Page 6 of 9 Pages

     

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

      (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
      (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
      (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
      (g) x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
      (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
      (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
      (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
      (k) ¨

    A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                             

          Not Applicable

     

    CUSIP No. 45254E107
     SCHEDULE 13G/A
    Page 7 of 9 Pages

     

     

    Item 4. Ownership

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

    (a) Amount beneficially owned

    The information set forth in Row 9 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.

    (b) Percent of class

    The information set forth in Row 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.

    (c) Number of shares as to which the person has:

    (i) Sole power to vote or to direct the vote

    (ii) Shared power to vote or to direct the vote

    (iii) Sole power to dispose or to direct the disposition of

    (iv) Shared power to dispose or to direct the disposition of

    The information set forth in Rows 5 though 8 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

    Item 5. Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

    Item 6. Ownership of More Than Five Percent on Behalf of Another Person

    Not Applicable.

    Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

    Not Applicable.

    Item 8. Identification and Classification of Members of the Group

    Not Applicable.

    Item 9. Notice of Dissolution of Group 

    Not Applicable.

    Item 10. Certification

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a -11.

     

     
    CUSIP No. 45254E107
     SCHEDULE 13G/A
    Page 8 of 9 Pages

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: November 14, 2024

     

     

     

     

    Cormorant Asset Management, LP

    By: Cormorant Asset Management GP, LLC

    its General Partner

           
      By:  /s/ Bihua Chen
        Bihua Chen, Managing Member
           
     

    Bihua Chen

           
      By:  /s/ Bihua Chen
        Bihua Chen
           

     

     
    CUSIP No. 45254E107
     SCHEDULE 13G/A
    Page 9 of 9 Pages

     

    Exhibit I

     

    JOINT FILING STATEMENT

     

    PURSUANT TO RULE 13d-1(k)

     

    The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

     

    Dated: November 14, 2024

     

     

    Cormorant Asset Management, LP

    By: Cormorant Asset Management GP, LLC

    its General Partner

           
      By:  /s/ Bihua Chen
        Bihua Chen, Managing Member
           
     

    Bihua Chen

           
      By:  /s/ Bihua Chen
        Bihua Chen
           
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