SCHEDULE: Empery Asset Management Discloses 4.99% Stake in Immuneering

Empery Asset Management and Ryan M. Lane report a 4.99% beneficial ownership stake in Immuneering Corp's Class A Common Stock, including warrants.

Summary

• Empery Asset Management, LP and Ryan M. Lane (collectively, the "Reporting Persons") have filed an Amendment No. 1 to Schedule 13G regarding their beneficial ownership in Immuneering Corp.
• The Reporting Persons collectively beneficially own 3,250,775 shares of Immuneering Corp's Class A Common Stock.
• This ownership represents 4.99% of the outstanding Class A Common Stock.
• The reported ownership includes 575,825 shares issuable upon the exercise of warrants.
• The percentage is calculated based on an aggregate of 64,569,967 shares of Common Stock outstanding as of November 5, 2025, as reported by Immuneering Corp.
• A 'Blocker' provision prevents the Reporting Persons from exercising warrants if it would result in beneficial ownership exceeding 4.99% of the outstanding Common Stock.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Immuneering Corp.

Sentiment

Score: 6

Explanation: The filing indicates a significant, albeit passive, institutional investment in Immuneering Corp by Empery Asset Management, which can be viewed as a positive signal of investor confidence. However, as a Schedule 13G, it primarily serves as a disclosure of ownership rather than an announcement of operational or financial performance, limiting its direct impact on sentiment.

Positives

• Significant institutional investment interest from Empery Asset Management, LP, signaling confidence in Immuneering Corp.
• The investment is stated to be in the ordinary course of business, indicating a passive, long-term investment intent rather than an activist stance.

Negatives

• The 'Blocker' provision limits the Reporting Persons' ability to increase their stake above 4.99% through warrant exercise without triggering a different filing requirement (Schedule 13D), potentially capping their immediate influence.

Risks

• NA

Future Outlook

This filing does not contain forward-looking statements or guidance regarding Immuneering Corp's operations or financial performance.

Industry Context

This Schedule 13G filing reflects a routine disclosure of passive institutional ownership, common in the biotechnology sector where specialized investment funds often take positions in emerging companies like Immuneering Corp. It signals continued investor confidence from Empery Asset Management in the company's long-term prospects without indicating an activist stance.

Comparison to Industry Standards

• The 4.99% stake is a common threshold for passive institutional investors to maintain a significant position without triggering the more stringent disclosure requirements of a Schedule 13D, which implies an intent to influence or control the issuer. This strategy is frequently employed by hedge funds and asset managers in the biotech industry to hold substantial, yet non-activist, positions.
• The use of warrants as part of the beneficial ownership structure is also a standard practice for institutional investors, providing flexibility and potential upside exposure.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder, potentially reinforcing confidence in the stock due to institutional backing.
• Management: Awareness of a substantial passive investor, though without immediate implications for control or strategy.

Key Dates

Recommendation

This Schedule 13G filing primarily serves as a disclosure of a passive ownership stake by Empery Asset Management. While institutional interest can be a positive indicator, the filing itself does not contain new operational, financial, or strategic information about Immuneering Corp that would warrant a change in investment recommendation. The 4.99% stake, coupled with the 'Blocker' provision, suggests a passive investment strategy, not an activist one. Therefore, without additional fundamental analysis of Immuneering Corp's business, a 'hold' recommendation is appropriate for existing investors, as this filing alone does not present a compelling reason to buy or sell.

Keywords

Immuneering Corp, IMRX, Empery Asset Management, Ryan M. Lane, Schedule 13G, beneficial ownership, Class A Common Stock, warrants, institutional investment, SEC filing