UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2022, Biren Amin notified Immuneering Corporation (the “Company”) that he plans to step down as Chief Financial Officer, principal financial officer, principal accounting officer and Treasurer of the Company to pursue another professional opportunity. Mr. Amin will continue to serve as the Company’s Chief Financial Officer, principal financial officer, principal accounting officer and Treasurer through August 10, 2022 (the “Separation Date”). Mr. Amin’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On July 24, 2022, the Board of Directors of the Company appointed Mallory Morales, the Company’s Vice President, Finance, as principal financial officer, principal accounting officer and Treasurer of the Company, contingent and effective upon Mr. Amin ceasing to serve as the Company’s Chief Financial Officer, principal financial officer, principal accounting officer and Treasurer (the “Effective Date”).
On July 25, 2022, the Company and Ms. Morales entered into a letter agreement (the “Letter Agreement”) pursuant to which, effective upon the Effective Date, Ms. Morales will be entitled to receive $30,000 in cash paid in two equal installments on August 15, 2022 and November 15, 2022, subject to her continued service with the Company through each such payment date, and, subject to approval by the Company’s Board of Directors, an option to purchase 10,000 shares of the Company’s Class A common stock. Ms. Morales will also enter into the Company’s standard indemnification agreement for officers.
Ms. Morales, 39, has served as the Company’s Vice President, Finance since May 2021. Prior to joining the Company, Ms. Morales served as Strategic Finance Business Partner at Gilead Sciences, Inc. (“Gilead”), a biopharmaceutical company, from October 2020 to May 2021, where she oversaw the integration of the research and development organization of Immunomedics, Inc. (“Immunomedics”) following its acquisition by Gilead in October 2020. From April 2018 to October 2020, she served as Director and Assistant Controller at Immunomedics, an antibody drug conjugate company, where she oversaw the annual operating budget, forecasting and planning. From May 2014 to April 2018, Ms. Morales held roles of increasing seniority at L’Oréal S.A. (“L’Oréal”), a personal care company, most recently as Director of Finance and Global Brand Controller, L’Oreal Professional Products Division, where she oversaw and managed all financial and accounting functions. Ms. Morales is a CPA and began her career as an auditor for Pricewaterhouse Coopers. She earned her B.S. in Accounting and Business with honors from the State University of New York at Albany.
The foregoing description of the Letter Agreement is qualified in its entirety by the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Exhibits. |
(d) Exhibits
| Exhibit No | Description | |
| 10.1 | Letter Agreement, by and between Immuneering Corporation and Mallory Morales, dated as of July 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IMMUNEERING CORPORATION | ||
| Date: July 25, 2022 | By: | /s/ Benjamin J. Zeskind |
| Name: | Benjamin J. Zeskind, Ph.D. | |
| Title: | Co-Founder, President, Chief Executive Officer | |