Immuneering CorpIMRX
Immuneering Corp Commitments Disclosure
Commitments and Contingencies
Operating Leases
In October 2020, the Company entered into an office lease (“Via Frontera Lease”) in San Diego, California with a lease term of 67 months. At the lease commencement date, a right-to-use asset and lease liability was recognized by the Company for $637,863. In January 2022, the Company exercised its option to terminate the Via Frontera Lease 20 months early. The Company subsequently entered into a sublease of the Via Frontera Lease, the term of which commenced in March 2022. The lease and sublease terminated on October 1, 2023. The lease termination was accounted for as a lease modification which reduces the term of the existing lease and the Company adjusted the value of its right-of-use asset and operating lease liability by $347,739 using an incremental borrowing rate of approximately 6%. The sublease income was accounted for as a reduction of rent expense in the statement of operations.
The modification is reflected as a non-cash operating activity in the statement of cash flows for the year ended December 31, 2023.
As part of the BioArkive acquisition, the Company assumed the obligations of three leases in San Diego, California. The first lease is for 38,613 square feet of office and laboratory space under a lease that terminates on April 30, 2032; the second lease was for 6,100 square feet of office and laboratory space under a lease that terminated on December 31, 2022 (and that was not renewed); and the third lease was for 4,760 square feet of office and laboratory space under a lease that terminated on March 31, 2024 (and that was not renewed). As a result, the Company recorded right-to-use assets and lease liabilities of $4,824,700 on the acquisition date of December 22, 2021.
The Company currently also leases office space in Cambridge, Massachusetts and New York, New York, pursuant to short-term arrangements. The Cambridge lease is on a month-to-month basis, requiring one month’s notice before termination. The New York lease was renewed on January 9, 2025 to extend the lease term until August 31, 2025. These lease agreements include or included payments for lease and non-lease components. The Company has elected to not separate such components and these payments were recognized as rent expense.
As of December 31, 2024, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts and New York, New York were $11,000 due in 2025.
Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at December 31, 2024 were as follows:
| Amount | |||||
| 2025 | $ | 739,689 | |||
| 2026 | 761,877 | ||||
| 2027 | 784,737 | ||||
| 2028 | 808,278 | ||||
| 2029 | 832,527 | ||||
| Thereafter | 2,041,704 | ||||
| Total future lease payments | 5,968,812 | ||||
| Less: Imputed interest | 1,805,955 | ||||
| Total lease liabilities | $ | 4,162,857 | |||
| Current portion lease liabilities | 338,438 | ||||
| Lease liabilities, noncurrent | 3,824,419 | ||||
| Total lease liabilities | $ | 4,162,857 | |||
Quantitative information regarding the Company’s leases for the year ended December 31, 2024 and 2023 is as follows:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Lease costs: | |||||||||||
| Operating lease cost | $ | 760,822 | $ | 876,795 | |||||||
| Short-term lease cost | 145,070 | 210,902 | |||||||||
| Sublease income | (19,200) | (147,930) | |||||||||
| Total lease costs | $ | 886,692 | $ | 939,767 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | 732,546 | $ | 843,463 | |||||||
| Operating cash flows from short-term leases | 145,070 | 210,902 | |||||||||
| $ | 877,616 | $ | 1,054,365 | ||||||||
| Weighted-average remaining lease term - operating leases | 7.33 years | 8.32 years | |||||||||
| Weighted-average discount rate - operating leases | 10.0 | % | 10.0 | % | |||||||
As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.
Litigation
From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities and may be exposed to litigation in connection with its product candidates and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. When it is probable that future expenditures will be made and can be reasonably estimated, the Company will accrue a liability for such matters. Significant judgement is required to determine both probability and estimated amount. The Company is not aware of any material legal matters.
Clinical Research Contracts
The Company may enter into contracts in the normal course of business with contract research organizations for clinical trials, with contract manufacturing organizations for clinical supplies, and with other vendors for preclinical studies, supplies and other services for the Company's operating purposes. These contracts generally provide for termination with a 30-day notice.
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About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.